Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), will merge (the “Bank Merger”) with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB Bank, shall approve the Bank Merger Agreement; and the Company shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause DNB Bank, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Second Effective Time, DNB First, National AssociationOmniAmerican Bank, a national banking federal savings association and a directand, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of the Company (the “DNB BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into S&T Southside Bank, a Pennsylvania Texas banking corporation and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of DNB the Company Bank Subsidiary shall cease. The liquidation account established by Company Bank Subsidiary pursuant to 12 C.F.R. part 192 shall be assumed by Parent Bank following the Bank Merger. The parties agree that the Bank Merger shall become effective immediately after the Second Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a substantially the form to be specified by Parent set forth in consultation with the Company Exhibit B hereto (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (xa) the Company shall cause DNB the Company Bank Subsidiary to approve the Bank Merger AgreementSubsidiary Plan of Merger; the Company, as the sole shareholder stockholder of DNB Bankthe Company Bank Subsidiary, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and the Company shall cause DNB the Subsidiary Plan of Merger to be duly executed by the Company Bank to duly execute Subsidiary and deliver delivered to Parent the Bank Merger Agreement; and (yb) Parent shall cause Parent Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; Parent, as the sole shareholder stockholder of Parent Bank, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Second Effective Time, the Surviving Parent Company shall cause DNB Bank, the Company Bank Subsidiary and Parent shall cause Parent Bank, Bank to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Second Effective Time.

Bank Merger. Immediately following the Effective Time, DNB First, National AssociationPark Sterling Bank, a national banking association North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“DNB Park Sterling Bank”), will merge (the “Bank Merger”) with and into S&T South State Bank, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Park Sterling Bank shall cease. The parties agree that that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with and reasonably acceptable to the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Park Sterling Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB Park Sterling Bank, shall approve the Bank Merger Agreement; and the Company shall cause DNB Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause DNB Park Sterling Bank, and Parent shall cause Parent Bank, to execute such certificates or statements articles of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following Following the Holdco Merger Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), Seller Bank will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of DNB Seller Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after at such time following the Holdco Merger Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, merger in a customary form to be specified by Purchaser and approved by Parent in consultation with the Company Seller (the “Bank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for the Bank MergerEffective Time, the parties hereto (a) (i) Parent Seller and Seller Holdco shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Seller Bank to approve the Bank Merger Agreement; the Company, (ii) Seller Holdco, as the sole shareholder of DNB Seller Bank, shall approve the Bank Merger Agreement; , and the Company (iii) Parent Seller and Seller Holdco shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Seller Bank and delivered to Purchaser, (yb) Parent (i) Purchaser shall cause Parent the Purchaser Bank to approve the Bank Merger Agreement; Parent, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole shareholder of Parent the Purchaser Bank, shall to approve the Bank Merger Agreement; , and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior Agreement to the Effective TimeParent Seller, the Company and (c) Parent Seller and Seller Holdco shall cause DNB Seller Bank, and Parent Purchaser shall cause Parent the Purchaser Bank, to execute such certificates or statements articles of merger and any such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective TimeMerger.

Bank Merger. Immediately On the Closing Date and immediately following the Effective TimeMerger, DNB FirstFirst Citizens Bank and Trust Company, National AssociationInc., a national banking association South Carolina state-chartered bank and a direct, wholly wholly-owned Subsidiary of the Company South (“DNB South Bank”), will merge (the “Bank Merger”) with and into S&T BankFirst-Citizens Bank & Trust Company, a Pennsylvania banking corporation North Carolina state-chartered bank and a direct, wholly wholly-owned Subsidiary of Parent North (“Parent North Bank”). Parent North Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the Laws of the State of North Carolina, and, following the Bank Merger, the separate corporate existence of DNB South Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective TimeTime or such later date as determined by North. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company North and reasonably acceptable to South (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xa) the Company South shall cause DNB South Bank to approve adopt the Bank Merger Agreement; the Company, South, as the sole shareholder stockholder of DNB South Bank, shall approve the Bank Merger Agreement; Agreement and the Company South shall cause DNB the Bank Merger Agreement to be duly executed by South Bank and delivered to North Bank and (b) North shall cause North Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, North, as the sole shareholder stockholder of Parent North Bank, shall approve the Bank Merger Agreement; Agreement and Parent North shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by North Bank and delivered to South Bank. Prior to the Effective Time, the Company South shall cause DNB South Bank, and Parent North shall cause Parent North Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to North and South) as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time).

Bank Merger. Immediately following the Effective Time, DNB First, National AssociationGeorgia Bank & Trust Company of Augusta, a national banking association Georgia-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“DNB BankGeorgia Bank & Trust”), will merge (the “Bank Merger”) with and into S&T South State Bank, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Georgia Bank & Trust shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause DNB the board of directors of Georgia Bank & Trust to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB BankGeorgia Bank & Trust, shall approve the Bank Merger Agreement; and the Company shall cause DNB Georgia Bank & Trust to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause the board of directors of Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause DNB BankGeorgia Bank & Trust, and Parent shall cause Parent Bank, to execute such certificates or statements articles of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective Time, DNB First(i) The Savannah Bank, National AssociationN.A., a national banking association and a direct, wholly owned Subsidiary subsidiary of the Company (“DNB Savannah Bank”) and (ii) Bxxxx Bank & Trust, a Georgia banking corporation and wholly owned subsidiary of Company (“Bxxxx”, and Savannah Bank and Bxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank Subsidiaries”), will merge (the “Bank Merger”) with and into S&T BankSCBT, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “SCBT”, and, following the Bank Merger, the separate corporate existence of DNB each of the Company Bank Subsidiaries shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause DNB each of the Company Bank Subsidiaries to approve the Bank Merger AgreementSubsidiary Plan of Merger; the Company, as the sole shareholder of DNB Bankeach of the Company Bank Subsidiaries, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and the Company shall cause DNB the Subsidiary Plan of Merger to be duly executed by each of the Company Bank to duly execute Subsidiaries and deliver delivered to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Effective Time, the Company shall cause DNB Bankeach of the Company Bank Subsidiaries, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective TimeHoldco Merger (or, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of if Parent elects not to consummate the Company (“DNB Bank”Holdco Merger pursuant to Section 6.11(b), immediately following the Merger), Parent Bank will merge (the “Bank Merger”) with and into S&T Company Bank. Subject to Section 6.11(b), a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Company Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Parent Bank shall cease. The parties agree that the Bank Merger shall become effective immediately following the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Effective Time. The date of this Agreement, Parent Bank Merger and Company Bank shall be implemented pursuant to an enter into the agreement and plan of merger, merger in a the form to be specified by Parent in consultation with the Company attached hereto as Exhibit A (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: ) and (xi) the Company shall cause DNB Bank to approve the Bank Merger Agreement; the CompanyAgreement to be duly authorized, as the sole shareholder of DNB Bank, shall approve the executed and delivered by Company Bank Merger Agreement; and the Company shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (yii) Parent shall cause Parent Bank to approve the Bank Merger Agreement; ParentAgreement to be duly authorized, as the sole shareholder of executed and delivered by Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the The Company shall cause DNB Company Bank, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Effective Timedate hereof, (i) the Company, in its capacity as sole stockholder of Company Bank, shall approve the Bank Merger Agreement and the Bank Merger and (ii) Owner, in its capacity as sole stockholder of Parent Bank, shall approve the Bank Merger Agreement and the Bank Merger.

Bank Merger. Immediately On the Closing Date and immediately following the Effective TimeMerger, DNB First, National AssociationSterling Savings Bank, a national banking association Washington state-chartered bank and a direct, wholly wholly-owned Subsidiary of the Company (“DNB Bank”)Sterling, will merge (the “Bank Merger”) with and into S&T Umpqua Bank, a Pennsylvania banking corporation an Oregon state-chartered bank and a direct, wholly wholly-owned Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Umpqua Bank, and, following the Bank Merger, the separate corporate existence of DNB Sterling Savings Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company Umpqua and reasonably acceptable to Sterling (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Sterling shall cause DNB Sterling Savings Bank to approve adopt the Bank Merger Agreement; the Company, Sterling, as the sole shareholder of DNB Sterling Savings Bank, shall approve the Bank Merger Agreement; , and the Company Sterling shall cause DNB the Bank Merger Agreement to be duly executed by Sterling Savings Bank and delivered to Umpqua Bank and (ii) Umpqua shall cause Umpqua Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Umpqua, as the sole shareholder of Parent Umpqua Bank, shall approve the Bank Merger Agreement; Agreement and Parent Umpqua shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Umpqua Bank and delivered to Sterling Savings Bank. Prior to the Effective Time, the Company Sterling shall cause DNB Sterling Savings Bank, and Parent Umpqua shall cause Parent Umpqua Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Umpqua and Sterling) as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after following the Effective Time.

Bank Merger. Immediately following the Effective Time, DNB First, National AssociationFirst Federal Bank, a national South Carolina banking association corporation and a direct, wholly owned Subsidiary subsidiary of the Company (“DNB BankFirst Federal”), will merge (the “Bank Merger”) with and into S&T BankSCBT, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Bank First Federal shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause DNB Bank First Federal to approve the Bank Merger AgreementSubsidiary Plan of Merger; the Company, as the sole shareholder of DNB BankFirst Federal, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and the Company shall cause DNB Bank the Subsidiary Plan of Merger to be duly execute executed by First Federal and deliver delivered to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Effective Time, the Company shall cause DNB BankFirst Federal, and Parent shall cause Parent Bank, to execute such certificates or statements articles of merger and any such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective Time, DNB First(i) The Savannah Bank, National AssociationN.A., a national banking association and a direct, wholly owned Subsidiary subsidiary of the Company (“DNB Savannah Bank”) and (ii) Xxxxx Bank & Trust, a Georgia banking corporation and wholly owned subsidiary of Company (“Xxxxx”, and Savannah Bank and Xxxxx, each a “Company Bank Subsidiary,” and together the “Company Bank Subsidiaries”), will merge (the “Bank Merger”) with and into S&T BankSCBT, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “SCBT”, and, following the Bank Merger, the separate corporate existence of DNB each of the Company Bank Subsidiaries shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause DNB each of the Company Bank Subsidiaries to approve the Bank Merger AgreementSubsidiary Plan of Merger; the Company, as the sole shareholder of DNB Bankeach of the Company Bank Subsidiaries, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and the Company shall cause DNB the Subsidiary Plan of Merger to be duly executed by each of the Company Bank to duly execute Subsidiaries and deliver delivered to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Effective Time, the Company shall cause DNB Bankeach of the Company Bank Subsidiaries, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Second Effective Time, DNB First, National AssociationFirst Bank and Trust East Texas, a national Texas banking association and a directand, prior to the Second Effective Time, wholly owned Subsidiary subsidiary of the Company (the “DNB BankCompany Bank Subsidiary”), will merge (the “Bank Merger”) with and into S&T Southside Bank, a Pennsylvania Texas banking corporation association and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “Southside Bank”, and, following the Bank Merger, the separate corporate existence of DNB the Company Bank Subsidiary shall cease. The parties agree that the Bank Merger shall become effective immediately after the Second Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a substantially the form to be specified by Parent set forth in consultation with the Company Exhibit B hereto (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (xa) the Company shall cause DNB the Company Bank Subsidiary to approve the Bank Merger AgreementSubsidiary Plan of Merger; the Company, as the sole shareholder stockholder of DNB Bankthe Company Bank Subsidiary, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and the Company shall cause DNB the Subsidiary Plan of Merger to be duly executed by the Company Bank Subsidiary and delivered to duly execute and deliver to Parent the Bank Merger AgreementParent; and (yb) Parent shall cause Parent Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; Parent, as the sole shareholder stockholder of Parent Bank, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Second Effective Time, the Company shall cause DNB Bank, Surviving Corporation and Parent shall cause the Company Bank Subsidiary and Parent Bank, Bank to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Second Effective Time.

Bank Merger. Immediately following the Effective TimeMerger, DNB First, First National AssociationBank of Wyoming, a national banking association and a direct, wholly owned Subsidiary of Target (the Company (“DNB Target Bank”), will merge (the “Bank Merger”) with and into S&T BankWilmington Savings Fund Society, FSB, a Pennsylvania banking corporation federal savings bank and a direct, wholly owned Subsidiary of Parent Buyer (the “Parent Buyer Bank”). Parent The Buyer Bank shall be the surviving entity (the “Surviving Entity”) in the Bank Merger and shall continue its corporate existence under the name “Wilmington Savings Fund Society, FSB,” and, following the Bank Merger, the separate corporate existence of DNB the Target Bank shall cease. The parties Parties agree that the Bank Merger shall become effective immediately after following the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent in consultation with the Company attached as Exhibit A hereto (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals regulatory approvals for the Bank Merger, the parties hereto Parties shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Target shall cause DNB the Target Bank to approve the Bank Merger Agreement; the CompanySubsidiary Plan of Merger, Target, as the sole shareholder stockholder of DNB the Target Bank, shall approve the Bank Subsidiary Plan of Merger Agreement; and the Company Target shall cause DNB the Subsidiary Plan of Merger to be duly executed by the Target Bank and delivered to Buyer and (ii) Buyer shall cause the Buyer Bank to approve the Subsidiary Plan of Merger, Buyer, as the sole stockholder of the Buyer Bank, shall approve the Subsidiary Plan of Merger and Buyer shall cause the Buyer Bank to duly execute and deliver the Subsidiary Plan of Merger to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementTarget. Prior to the Effective Time, the Company Target shall cause DNB the Target Bank, and Parent Buyer shall cause Parent the Buyer Bank, to execute such articles or certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after following the Effective Time. Buyer and the Buyer Bank shall take all appropriate action so that, as of the Effective Time and subject to and in accordance with the organizational documents of the Buyer Bank, an advisory board of the Buyer Bank is formed for southern Delaware (the “Advisory Board”). Buyer and the Buyer Bank shall further appoint as chairperson of the Advisory Board an individual who is currently a director of Target and who is mutually selected by Target and Buyer at least five Business Days prior to the date on which the Proxy Statement is first mailed to the holders of Target Common Stock. The Advisory Board shall have such roles, responsibilities and obligations that are similar to the roles, responsibilities and obligations of current advisory boards of the Buyer Bank. The chairperson of the Advisory Board shall be offered a consulting agreement with Buyer or the Buyer Bank on terms and conditions mutually acceptable to Buyer or the Buyer Bank, on the one hand, and the individual selected to be the chairperson on the other hand. If, prior to the Effective Time, any such individual for any reason ceases to serve as a director of Target, then a successor to such individual who is currently a director of Target shall be mutually selected by Target and Buyer and shall be duly appointed as chairperson of the Advisory Board.

Bank Merger. Immediately On the Closing Date and immediately following the Effective TimeMerger, DNB First, National AssociationSterling Savings Bank, a national banking association Washington state-chartered bank and a direct, wholly wholly-owned Subsidiary of the Company (“DNB Bank”)Sterling, will merge (the “"Bank Merger”") with and into S&T Umpqua Bank, a Pennsylvania banking corporation an Oregon state-chartered bank and a direct, wholly wholly-owned Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Umpqua Bank, and, following the Bank Merger, the separate corporate existence of DNB Sterling Savings Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company Umpqua and reasonably acceptable to Sterling (the “"Bank Merger Agreement”"). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Sterling shall cause DNB Sterling Savings Bank to approve adopt the Bank Merger Agreement; the Company, Sterling, as the sole shareholder of DNB Sterling Savings Bank, shall approve the Bank Merger Agreement; , and the Company Sterling shall cause DNB the Bank Merger Agreement to be duly executed by Sterling Savings Bank and delivered to Umpqua Bank and (ii) Umpqua shall cause Umpqua Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Umpqua, as the sole shareholder of Parent Umpqua Bank, shall approve the Bank Merger Agreement; Agreement and Parent Umpqua shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Umpqua Bank and delivered to Sterling Savings Bank. Prior to the Effective Time, the Company Sterling shall cause DNB Sterling Savings Bank, and Parent Umpqua shall cause Parent Umpqua Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Umpqua and Sterling) as are necessary to make the Bank Merger effective (“"Bank Merger Certificates”") immediately after following the Effective Time.

Bank Merger. Immediately following after the Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), Alarion Bank will merge (the “Bank Merger”) with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”)HeritageBank. Parent Bank HeritageBank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name HeritageBank of the South, and, following the Bank Merger, the separate corporate existence of DNB Alarion Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company Purchaser and reasonably acceptable to Seller (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Seller shall cause DNB Alarion Bank to approve adopt the Bank Merger Agreement; the Company, Seller, as the sole shareholder of DNB Alarion Bank, shall approve the Bank Merger Agreement; , and the Company Seller shall cause DNB the Bank Merger Agreement to be duly execute executed by Alarion Bank and deliver delivered to Parent HeritageBank and (ii) Purchaser shall cause HeritageBank to adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Purchaser, as the sole shareholder of Parent BankHeritageBank, shall approve the Bank Merger Agreement; Agreement and Parent Purchaser shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by HeritageBank and delivered to Alarion Bank. Prior to the Effective Time, the Company Seller shall cause DNB Alarion Bank, and Parent Purchaser shall cause Parent BankHeritageBank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Purchaser and Seller) as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”) immediately after following the Effective Time.