FIRST AMENDED AND RESTATED SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 28th, 2022 • New York
January 16, 2022 (the “Amended Signing Date”), by and among BNP Paribas S.A., a public limited company (Société Anonyme) organized under the laws of France (“Parent Seller”), BNP Paribas USA, Inc., a Delaware corporation and financial holding company and direct wholly owned subsidiary of Parent Seller (the “Seller Intermediate Holding Company”), BancWest Holding Inc., a Delaware corporation and financial holding company and indirect wholly owned subsidiary of Parent Seller (“Seller Holdco”), Bank of the West, a California state-chartered bank and a direct, wholly-owned subsidiary of Seller Holdco (“Seller Bank”), Bank of Montreal, a foreign banking organization and financial holding company (“Purchaser”), BMO Financial Corp. (“Purchaser U.S. Holding Company”), a Delaware corporation and financial holding company and BMO Harris Bank N.A., a national bank (“Purchaser Bank”), and amends and restates in its entirety that certain Share Purchase Agreement (the “Original Agreement”), dated as