Common use of Actions at Closing Clause in Contracts

Actions at Closing. (a) At the Closing, Citizens First shall deliver to GABC: (i) certified copies of the articles of incorporation and bylaws (including any and all amendments thereto) of Citizens First and CF Bank and the certified organizational documents of the Trust; (ii) a certificate signed by the President and Chief Executive Officer of Citizens First, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of Citizens First have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens First's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens First is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting Shares; and (xi) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens First: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively. (c) At the Closing, GABC and Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, Citizens First St. J▇▇▇▇▇ shall deliver to GABCOld National: (i) a certified copies copy of the articles Certificate of incorporation Incorporation and bylaws (including any and all amendments thereto) Bylaws of Citizens First and CF Bank and the certified organizational documents of the TrustSt. J▇▇▇▇▇; (ii) a certified copy of the Articles of Incorporation and Bylaws of St. J▇▇▇▇▇ Bank; (iii) a certificate or certificates signed by the President and Chief Executive Officer of Citizens First, dated as of the Effective Time, St. J▇▇▇▇▇ stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of , as to St. J▇▇▇▇▇, the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified conditions set forth in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (BSection 6.01(b) all the covenants of Citizens First have been complied with in all material respects from the date of this Agreement through satisfied on and as of the Effective Time; and (C) Citizens First and CF Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iiiiv) certified copies of the resolutions of Citizens First's Board St. Joseph’s board of Directors directors and shareholdersstockholders, approving and authorizing the execution of this Agreement Agreement, the Plan of Merger and the Holding Company Plan Certificate of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens First is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. J▇▇▇▇▇ validly exists and is in good standing under the Trust DGCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. J▇▇▇▇▇ Bank is duly organized and validly exists in under the State of DelawareIFIA; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ixvii) a certified list of the holders of Citizens First St. J▇▇▇▇▇ Common of record as of the close of business on the last business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such timeDate; (xviii) certification of the Closing Book Value by P▇▇▇▇▇ & M▇▇▇▇, PLLC; (ix) a certified list of those holders of Citizens First St. J▇▇▇▇▇ Common of record as of the close of business on the last business day immediately preceding the Closing Date who are holders of hold any Dissenting Shares and the number of shares of Citizens First Common as to which Dissenting Shares held by each of them are holding Dissenting Sharesthem; and (xix) third party consents required to consummate the transactions contemplated legal opinion of counsel for St. J▇▇▇▇▇, substantially in this Agreement the form and substance attached hereto as set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined belowExhibit 1.09(a)(ix). (b) At the Closing, GABC Old National shall deliver to Citizens FirstSt. J▇▇▇▇▇: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, Old National stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of , as to Old National, the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified conditions set forth in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (BSection 6.02(b) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through satisfied on and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy certificate signed by the Chief Executive Officer of Merger Sub stating, to the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company MergerClosing Date; (iii) a certified copy of the resolutions of German American's Board Old National’s board of Directors and shareholder, as required for valid approval of directors authorizing the execution of this Agreement and the consummation of the Bank Merger; (iv) a certified copy of the resolutions of Merger Sub’s board of directors and shareholder authorizing the execution of this Agreement, the Certificate of Merger and Plan of Merger and the consummation of the Merger; (v) evidence of Old National’s purchase of directors’ and officers’ liability insurance policies pursuant to Section 8.06 of this Agreement; (vi) evidence of deposit by Old National of cash representing the aggregate amount of Merger Consideration into the Exchange Fund; (vii) the legal opinion of counsel for Old National and Merger Sub, substantially in the form and substance attached hereto as Exhibit 1.09(b)(vii); and (ivviii) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC Old National and German American Merger Sub each is duly organized and exists exist under the IBCL and IFIA, respectivelyIBCL. (c) At and after the Closing, GABC Old National, Merger Sub and Citizens First St. J▇▇▇▇▇ shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the MergersMerger, including the execution and the presentation of the executed Articles of Merger and Certificate of Merger (including the Holding Company Plan of Merger and/or Bank Plan Certificate of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIAIBCL, and to the Kentucky Delaware Secretary of State for filing under the KBCA and KFIC DGCL, accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, Citizens First ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank shall deliver to GABCF&M and F&M Bank: (i) certified copies of the articles of incorporation and bylaws (including any and all amendments thereto) of Citizens First and CF Bank and the certified organizational documents of the Trust; (ii) a certificate or certificates signed by the President and Chief Executive Officer of Citizens First, dated as of the Effective Time, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank stating, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article II 2 hereof is true and correct in all material respects at the time of Effective Time with the Closing, subject to the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at Closingthe Effective Time, and (B) all the covenants of Citizens First have been complied with in all material respects from the date of this Agreement through ▇▇▇▇▇▇▇ and as of the Effective Time; and (C) Citizens First and CF ▇▇▇▇▇▇▇ Bank have each has performed and complied in all material respects, unless waived by GABCF&M and F&M Bank, with all of their its obligations and agreements required to be performed hereunder prior to the Closing DateEffective Time; (iiiii) certified copies of the resolutions of Citizens First's ▇▇▇▇▇▇▇'▇ Board of Directors and shareholders, approving and authorizing the execution of this Agreement and Agreement, the Holding Company Plan of Bank Merger Agreement, and authorizing the consummation of the Holding Company Bank Merger; (iii) certified copies of the resolutions of ▇▇▇▇▇▇▇ Bank's Board of Directors and ▇▇▇▇▇▇▇, as the sole shareholder of ▇▇▇▇▇▇▇ Bank, approving and authorizing the execution of this Agreement and authorizing the consummation of the Bank Merger; (iv) a Certificate of the Indiana Secretary of State, dated a recent date, stating that ▇▇▇▇▇▇▇ is validly existing and in good standing; (v) Certificates of the IDFI and the FDIC, dated recent dates, relating to the valid existence and the FDIC insurance of deposits of ▇▇▇▇▇▇▇ Bank; and (vi) a Certificate of Merger executed by the proper parties thereto reflecting the terms and provisions of this Agreement in proper form for filing with the Secretaries of State of the States of Ohio and Indiana in order to cause the Bank Merger to become effective pursuant to the Ohio Banking Code and the Indiana Banking Code. (b) At the Closing, F&M and F&M Bank shall deliver to ▇▇▇▇▇▇▇: (i) a Certificate signed by the Chief Executive Officer of F&M and F&M Bank stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article 3 is true and correct in all material respects at the Effective Time with the same force and effect as if such representations and warranties had been made at the Effective Time and (B) F&M and F&M Bank each has performed and complied in all material respects, unless waived by ▇▇▇▇▇▇▇, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time; (ii) certified copy copies of the resolutions of the F&M's Board of Directors authorizing the execution of CF this Agreement, the Bank Merger Agreement, and the consummation of its shareholderthe Bank Merger; (iii) certified copies of the resolutions of F&M Bank's Board of Directors and F&M, as required for valid approval the sole shareholder of F&M Bank, authorizing the execution of this Agreement and the consummation of the Bank Merger; (viv) a certificate Certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens First is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or documents required Merger executed by the Title Company (as defined in Section 4.07) to issue proper parties thereto reflecting the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder terms and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting Shares; and (xi) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens First: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date provisions of this Agreement through and as in proper form for filing with the Secretaries of State of the Effective Time; States of Ohio and (C) GABC and German American have performed and complied Indiana in all material respects, unless waived by Citizens First, with all of their obligations and agreements required order to be performed hereunder prior cause the Bank Merger to become effective pursuant to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement Ohio Banking Code and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectivelyBanking Code. (c) At and after the Closing, GABC the parties and Citizens First their representatives shall execute and/or deliver to one another such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, Citizens First FSI shall deliver to GABC: (i) certified copies of the articles of incorporation and bylaws (including any and all amendments thereto) of Citizens First FSI and CF FSI Bank and the a certified organizational documents copy of the Trustarticles of organization and operating agreement (including any and all amendments thereto) of FS Realty; (ii) a certificate signed by the President and Chief Executive Officer of Citizens FirstFSI, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of Citizens First FSI have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First FSI and CF FS Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens FirstFSI's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF FS Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens First FSI is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF FS Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Indiana Secretary of State, dated a recent date, stating that the Trust FS Realty is duly organized and exists in under the State of DelawareIBCL; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) transition period retention agreement between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(ix) (the "Transition Period Retention Agreement"), executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (x) a certified list of the holders of Citizens First FSI Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First FSI of record as of such time; (xxi) a certified list of those holders of Citizens First FSI Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First FSI Common as to which each of them are holding Dissenting Shares; and; (xixii) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First FSI Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens FirstFSI: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens FirstFSI, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and; (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively; and (v) the Transition Period Retention Agreement, executed by German American. (c) At the Closing, GABC and Citizens First FSI shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.. ARTICLE II

Actions at Closing. (a) At the Closing, Citizens First Blue River shall deliver to GABCFirst Community or BR Acquisition: (i) certified copies of the articles Charter and Bylaws of incorporation and bylaws (including any and all amendments thereto) of Citizens First and CF Bank and the certified organizational documents of the TrustBlue River, as amended; (ii) a certificate or certificates signed by the President and Chief Executive Officer chief executive officer of Citizens First, dated as of the Effective Time, statingBlue River, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article II Two hereof is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at Closing, and (B) all the covenants of Citizens First have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank have Blue River has performed and complied in all material respects, unless waived by GABCFirst Community or BR Acquisition, with all of their its obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens FirstBlue River's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of StateOTS, dated a recent date, stating that Citizens First Blue River is duly incorporated organized and validly existing under Kentucky lawthe laws of the United States of America; and (v) evidence of all required regulatory approvals obtained by Blue River; (vi) a certificate executed Articles of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated Merger and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or other documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting Shares; and (xi) third party consents required necessary to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined below)Merger. (b) At the Closing, GABC First Community shall deliver to Citizens FirstBlue River: (i) a certificate signed by the Chief Executive Officer chief executive officer of GABC, dated as of the Effective Time, First Community stating, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.02(a) hereof, same force and effect as if such representations and warranties had been made at Closing, Closing and (B) all the covenants of GABC First Community and BR Acquisition have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have each performed and complied in all material respects, unless waived by Citizens First, Blue River with all of their its obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy copies of the resolutions of GABC's the Board of Directors of First Community and BR Acquisition authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates certificate of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each First Community is duly organized and exists validly existing under the IBCL laws of the State of Indiana; (iv) a certificate of the Indiana Department of Financial Institutions, dated a recent date, stating that BR Acquisition is duly organized and IFIA, respectivelyis validly existing under the Indiana Financial Institutions Act. (v) evidence of all required regulatory approvals obtained by BR Acquisition and First Community; and (vi) executed Articles of Merger and other documents necessary to consummate the Merger. (c) At the Closing, GABC and Citizens First the parties shall execute and/or deliver to one another the Plan of Merger and such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate feesMerger.

Actions at Closing. (a) At the Closing, Citizens First UCBN shall deliver to GABC: (i) a certified copies copy of the articles of incorporation and bylaws (including any of UCBN, as amended, and all amendments thereto) of Citizens First and CF Bank and the a certified organizational documents copy of the Trustarticles of incorporation and bylaws of United Commerce, as amended; (ii) a certificate signed by the President and Chief Executive Officer of Citizens FirstUCBN, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of Citizens First UCBN have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First UCBN and CF Bank United Commerce have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens FirstUCBN's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank United Commerce and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that Citizens First UCBN is duly incorporated organized and existing exists under Kentucky lawthe IBCL; (vi) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust United Commerce is duly organized and exists in under the State of DelawareIFIA; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ixvii) a certified list of the holders of Citizens First UCBN Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First UCBN of record as of such time; (xviii) a certified list of those holders of Citizens First UCBN Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares Shareholders and the number of shares of Citizens First UCBN Common as to which each of them are holding Dissenting SharesShareholders; and (xiix) third party consents any title affidavits or documents required to consummate by the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First Disclosure Schedule Title Company (as defined belowin Section 4.08) to issue the Title Policies (as defined in Section 4.08). (b) At the Closing, GABC shall deliver to Citizens FirstUCBN: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens FirstUCBN, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a A certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and Citizens First UCBN shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article ARTICLE I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, Citizens First CUB shall deliver to GABC: (i) certified copies of the articles of incorporation and bylaws (including any and all amendments thereto) of CUB, Citizens First Union and CF Bank CUB Investments, certified copies of the articles of organization and operating agreements of CUB Title, St. Denis, Sammy’s, Equestrian Park and R&S, and the certified organizational documents of each of the TrustTrusts; (ii) a certificate signed by the President and Chief Executive Officer of Citizens FirstCUB, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of Citizens First CUB have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) CUB and Citizens First and CF Bank Union have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens First's CUB’s Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank Citizens Union and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens First CUB is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank Citizens Union is duly incorporated and existing under Kentucky law; (vii) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CUB Investments is duly incorporated and existing under Kentucky law; (viii) a certificate of the Kentucky Secretary of State, dated a recent date, stating, respectively, that CUB Title, St. Denis, Sammy’s, Equestrian Park and R&S are duly organized and in good standing in the Commonwealth of Kentucky; (ix) certificates of the Delaware Secretary of State, dated a recent date, stating that each of the Trust Trusts is duly organized and exists in the State of Delaware; (viiix) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ixxi) a certified list of the holders of Citizens First CUB Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First CUB of record as of such time; (xxii) a certified list of those holders of Citizens First CUB Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First CUB Common as to which each of them are holding Dissenting Shares; and (xixiii) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First CUB Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens FirstCUB: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens FirstCUB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's ’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's ’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively. (c) At the Closing, GABC and Citizens First CUB shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC KFSC accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, Citizens First 1ST BANCORP shall deliver to GABCGerman American: (i) certified copies of (A) the articles Articles of incorporation Incorporation and bylaws Bylaws of 1ST BANCORP, as amended; (including any B) the Charter and all amendments thereto) of Citizens First and CF Bank and the certified organizational documents Bylaws of the TrustBank, as amended; and (C) the Articles of Incorporation and Bylaws of each of the Subsidiaries; (iii) a certificate or certificates signed by the President and Chief Executive Officer chief executive officer of Citizens First, dated as of the Effective Time, stating1ST BANCORP, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article II Two hereof is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at Closing, and (B) all 1ST BANCORP, the covenants of Citizens First have been complied with in all material respects from Bank, and the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank Subsidiaries have performed and complied in all material respects, unless waived by GABCGerman American, with all of their its respective obligations and agreements required to be performed hereunder prior to the Closing Date; (iiii) certified copies of the resolutions of Citizens First1ST BANCORP's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of State, dated a recent date, stating that Citizens First is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting Shares; and (xi) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens First: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each 1ST BANCORP is duly organized and exists validly existing under the IBCL and IFIA, respectively.IBCL; (ci) At a certificate of the ClosingOTS, GABC dated a recent date, stating that the Bank is duly organized and Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing validly existing under the IBCL and laws of the IFIA, and the Kentucky Secretary United States of State for filing under the KBCA and KFIC accompanied by the appropriate fees.America;

Actions at Closing. (a) At the Closing, Citizens First Bancorp shall deliver to GABCFBA: (i) certified copies of the articles Certificate of incorporation Incorporation and bylaws (including any and all amendments thereto) Bylaws of Citizens First and CF Bank Bancorp and the certified organizational documents Articles or Certificate of the TrustIncorporation and Bylaws of each of its subsidiaries; (ii) a certificate certificates signed by the President and Chief Executive Officer Officers of Citizens First, dated as Bancorp and Bank of the Effective Time, stating, to the best San Francisco on behalf of his knowledge and belief, after due inquiry, that: such entities stating that (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at Closingthe Closing (except to the extent any representation or warranty expressly speaks as of an earlier date), and (B) all of the covenants of Citizens First conditions set forth in Section 6.01 have been complied with in all material respects from the date of this Agreement through and satisfied or waived as of the Effective Time; and (C) Citizens First and CF Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Dateprovided therein; (iii) certified copies of the resolutions of Citizens First's Board the Boards of Directors of Bancorp and shareholdersBank of San Francisco and of the shareholders of Bancorp, approving and authorizing establishing the execution requisite approvals under applicable Corporate Law of this Agreement Agreement, the Merger and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Mergerother transactions contemplated hereby; (iv) a certified copy tax clearance certificates issued by the Franchise Tax Board of the resolutions State of the Board of Directors of CF Bank California with respect to Bancorp and each of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of Statesubsidiaries, dated a recent date, stating that Citizens First is duly incorporated all taxes imposed under the Bank and existing under Kentucky lawCorporation Tax Law on such corporations have been paid or adequately secured; (v) a legal opinion from counsel for Bancorp and Bank of San Francisco (which counsel shall be reasonably acceptable to FBA) with respect to the matters listed in Exhibit 1.06(a) hereto, in form reasonably satisfactory to FBA and its counsel; and (vi) a certificate evidence of the Kentucky Secretary receipt of Stateall required consents and approvals from federal and state regulatory agencies and other governmental bodies, dated a recent dateif any, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate with respect to the consummation of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregateMerger, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares Bank Merger and the number of shares of Citizens First Common as to which each of them are holding Dissenting Shares; and (xi) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined below)herein. (b) At the Closing, GABC FBA shall deliver to Citizens FirstBancorp: (i) a certificate certificates signed by the Chief Executive Officer Presidents of GABCFirst Banks, dated as FBA and Redwood on behalf of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: such entities stating that (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.02(a) hereof, same force and effect as if such representations and warranties had been made at Closingthe Closing (except to the extent any representation or warranty expressly speaks as of an earlier date), and (B) all of the covenants of GABC conditions set forth in Section 6.02 have been complied with in all material respects from the date of this Agreement through and satisfied or waived as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Dateprovided therein; (ii) a certified copy copies of resolutions of the resolutions of GABC's Board Boards of Directors authorizing of First Banks, FBA and Redwood, establishing the execution requisite approvals under applicable Corporate Law of this Agreement and Agreement, the Holding Company Plan of Merger and the consummation of the Holding Company Mergerother transactions contemplated hereby; (iii) a certified copy of legal opinion from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel for FBA and Redwood, with respect to the resolutions of German American's Board of Directors and shareholdermatters listed in Exhibit 1.06(b) hereto, as required for valid approval of the execution of this Agreement in form reasonably satisfactory to Bancorp and the consummation of the Bank MergerTrustee and their respective counsel; and (iv) certificates evidence of the Indiana Secretary receipt of Stateall required consents and approvals from federal and state regulatory agencies and other governmental bodies, dated a recent dateif any, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively. (c) At the Closing, GABC and Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) respect to the Indiana Secretary consummation of State for filing under the IBCL Merger, the Bank Merger and each of the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate feestransactions contemplated herein.

Actions at Closing. (a) At the Closing, Citizens First HLAN shall deliver to GABC: (i) certified copies of the articles of incorporation and bylaws codes of regulations (including any and all amendments thereto) of Citizens First HLAN and CF Bank and the Heartland, certified organizational documents copies of the Trustarticles of organization and operating agreements of HLAN Insurance and HLAN Title; (ii) a certificate signed by the President and Chief Executive Officer of Citizens FirstHLAN, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of Citizens First HLAN have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First HLAN and CF Bank Heartland have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens First's HLAN’s Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank Heartland and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Ohio Secretary of State, dated a recent date, stating that Citizens First HLAN is duly incorporated and existing under Kentucky lawOhio law (or such other good standing language as provided by the Ohio Secretary of State); (vi) a certificate of the Kentucky Ohio Secretary of State, dated a recent date, stating that CF Bank Heartland is duly incorporated and existing under Kentucky lawOhio law (or such other good standing language as provided by the Ohio Secretary of State); (vii) a certificate certificates of the Delaware Ohio Secretary of State, dated a recent date, stating that the Trust is HLAN Insurance and HLAN Title are duly organized and exists in existing under Ohio law (or such other good standing language as provided by the State Ohio Secretary of DelawareState); (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First HLAN Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and hol▇▇▇ ▇▇d in the aggregate, the number of shares of Citizens First HLAN Common of record as of such time; (xix) a certified list of those holders of Citizens First HLAN Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First HLAN Common as to which each of them are holding Dissenting Shares; and (xix) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) of the Citizens First disclosure schedule that has been prepared by HLAN and delivered by HLAN to GABC in connection with the execution and delivery of this Agreement (the “HLAN Disclosure Schedule (as defined belowSchedule”). (b) At the Closing, GABC shall deliver to Citizens FirstHLAN: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens FirstHLAN, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's ’s Board of Directors and of its shareholders authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's ’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates a certificate of the Indiana Secretary of State, dated a recent date, stating that GABC is duly incorporated and existing under Indiana law; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that German American each is duly incorporated and existing under Indiana law; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that GABC Insurance and GABC Investment (both defined below) are duly organized and exists existing under Indiana law; and (vii) third party consents required to consummate the IBCL transactions contemplated in this Agreement as set forth in Section 3.02(b) of the disclosure schedule that has been prepared by GABC and IFIA, respectivelydelivered by GABC to HLAN in connection with the execution and delivery of this Agreement (the “GABC Disclosure Schedule”). (c) At the Closing, GABC and Citizens First HLAN shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles Articles/Certificate of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Ohio Secretary of State for filing under the KBCA Ohio General Corporation Law and KFIC Ohio Banking Law accompanied by the appropriate feesfees from GABC.

Actions at Closing. (a) At the Closing, Citizens First RVB shall deliver to GABC: (i) a certified copy of the articles of incorporation and bylaws of RVB, as amended, certified copies of the articles of incorporation and bylaws (including any bylaws, as amended, of River Valley Financial, Insurance, Madison, Investment Sub 1, Investment Sub 2, certified copies of the articles of organization and all amendments thereto) operating agreement of Citizens First and CF Bank Portfolio, as amended, and the certified organizational documents of the Trust; (ii) a certificate signed by the President and Chief Executive Officer of Citizens FirstRVB, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of Citizens First RVB have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First RVB and CF Bank River Valley Financial have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens First's RVB’s Board of Directors and shareholders, approving and authorizing the amendment to the Articles of Incorporation of RVB as set forth in Exhibit 1.09(a)(iii) attached hereto (“Articles of Amendment”), the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank River Valley Financial and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that Citizens First RVB is duly incorporated organized and existing exists under Kentucky lawthe IBCL; (vi) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that CF Bank River Valley Financial is duly incorporated organized and existing exists under Kentucky lawthe IFIA; (vii) a certificate of the Delaware Indiana Secretary of State, dated a recent date, stating that Madison is duly organized and exists under the IBCL; (viii) certificates of the Nevada Secretary of State, dated a recent date, stating, respectively, that Insurance, Investment Sub 1, Investment Sub 2, and Portfolio are duly organized and in good standing in the State of Nevada; (ix) a certificate of the Connecticut Secretary of State, dated of a recent date, stating that the Trust is duly organized and exists in the State of Delaware;Connecticut; and (viiix) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ixxi) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and German American in the aggregateform attached hereto as Exhibit 1.09(a)(xi) (the “▇▇▇▇▇▇▇▇▇ Employment Agreement”), the number of shares of Citizens First of record as of such timeexecuted by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xxii) a certified list employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xii) (the “▇▇▇▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (xiii) employment agreement between ▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xiii) (the “Muessel Employment Agreement”), executed by ▇▇▇▇ Mussel; (xiv) executed Releases With Respect to Employment Agreements between RVB and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in the form of those holders of Citizens First Common of record Exhibit 5.06(n) hereto, as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares applicable, and the number of shares of Citizens First Common as to which each of them are holding Dissenting SharesRelease appended thereto; and (xixv) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section Schedule 2.02(e) of the Citizens First RVB Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens FirstRVB: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens FirstRVB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's ’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's ’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and; (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively; (v) the ▇▇▇▇▇▇▇▇▇ Employment Agreement, executed by German American; (vi) the ▇▇▇▇▇▇▇ Employment Agreement, executed by German American; and (vii) the Muessel Employment Agreement, executed by German American. (c) At the Closing, GABC and Citizens First RVB shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.

Actions at Closing. (a) At the Closing, Citizens First 1ST BANCORP shall deliver to GABCGerman American: (i) certified copies of (A) the articles Articles of incorporation Incorporation and bylaws Bylaws of 1ST BANCORP, as amended; (including any B) the Charter and all amendments thereto) of Citizens First and CF Bank and the certified organizational documents Bylaws of the TrustBank, as amended; and (C) the Articles of Incorporation and Bylaws of each of the Subsidiaries; (ii) a certificate or certificates signed by the President and Chief Executive Officer chief executive officer of Citizens First, dated as of the Effective Time, stating1ST BANCORP, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article II Two hereof is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at Closing, and (B) all 1ST BANCORP, the covenants of Citizens First have been complied with in all material respects from Bank, and the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank Subsidiaries have performed and complied in all material respects, unless waived by GABCGerman American, with all of their its respective obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens First1ST BANCORP's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that Citizens First 1ST BANCORP is duly incorporated organized and validly existing under Kentucky lawthe IBCL; (v) a certificate of the OTS, dated a recent date, stating that the Bank is duly organized and validly existing under the laws of the United States of America; (vi) a certificate certificates of the Kentucky Indiana Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate each of the Delaware Secretary of State, dated a recent date, stating that the Trust Subsidiaries is duly organized and exists in under the State of Delaware; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting SharesIBCL; and (xivii) third party consents required the legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for 1ST BANCORP to consummate the transactions contemplated in this Agreement as effect set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined belowExhibit 1.07(a)(vii). (b) At the Closing, GABC German American shall deliver to Citizens First1ST BANCORP: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, German American stating, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article III Three is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.02(a) hereof, same force and effect as if such representations and warranties had been made at Closing, Closing and (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have has performed and complied in all material respects, unless waived by Citizens First, 1ST BANCORP with all of their its obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy copies of the resolutions of German American's Board of Directors and shareholder, as (if required for valid approval of by the NASDAQ NMS listing standards or the IBCL) German American's shareholders authorizing the execution of this Agreement and the Plan of Merger and the consummation of the Bank Merger; and; (iviii) certificates a certificate of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists validly existing under the IBCL and IFIAIBCL; and (iv) the legal opinion of Leagre ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, respectivelycounsel for German American, in the form attached hereto as Exhibit 1.07(b)(iv). (c) At the Closing, GABC the parties shall insert the Exchange Ratio determined in accordance with Section 1.03 of this Agreement into the Plan of Merger, and Citizens First shall execute and/or deliver to one another such Plan of Merger and such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate feesMerger.

Actions at Closing. (a) At the Closing, Citizens First RVB shall deliver to GABC: (i) a certified copy of the articles of incorporation and bylaws of RVB, as amended, certified copies of the articles of incorporation and bylaws (including any bylaws, as amended, of River Valley Financial, Insurance, Madison, Investment Sub 1, Investment Sub 2, certified copies of the articles of organization and all amendments thereto) operating agreement of Citizens First and CF Bank Portfolio, as amended, and the certified organizational documents of the Trust; (ii) a certificate signed by the President and Chief Executive Officer of Citizens FirstRVB, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.01(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of Citizens First RVB have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First RVB and CF Bank River Valley Financial have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (iii) certified copies of the resolutions of Citizens First's RVB’s Board of Directors and shareholders, approving and authorizing the amendment to the Articles of Incorporation of RVB as set forth in Exhibit 1.09(a)(iii) attached hereto (“Articles of Amendment”), the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank River Valley Financial and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that Citizens First RVB is duly incorporated organized and existing exists under Kentucky lawthe IBCL; (vi) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that CF Bank River Valley Financial is duly incorporated organized and existing exists under Kentucky lawthe IFIA; (vii) a certificate of the Delaware Indiana Secretary of State, dated a recent date, stating that Madison is duly organized and exists under the IBCL; (viii) certificates of the Nevada Secretary of State, dated a recent date, stating, respectively, that Insurance, Investment Sub 1, Investment Sub 2, and Portfolio are duly organized and in good standing in the State of Nevada; (ix) a certificate of the Connecticut Secretary of State, dated of a recent date, stating that the Trust is duly organized and exists in the State of Delaware;Connecticut; and (viiix) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ixxi) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and German American in the aggregateform attached hereto as Exhibit 1.09(a)(xi) (the “▇▇▇▇▇▇▇▇▇ Employment Agreement”), the number of shares of Citizens First of record as of such timeexecuted by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (xxii) a certified list employment agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xii) (the “▇▇▇▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (xiii) employment agreement between ▇▇▇▇ ▇▇▇▇▇▇▇ and German American in the form attached hereto as Exhibit 1.09(a)(xiii) (the “Muessel Employment Agreement”), executed by ▇▇▇▇ Mussel; (xiv) executed Releases With Respect to Employment Agreements between RVB and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in the form of those holders of Citizens First Common of record Exhibit 5.06(n) hereto, as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares applicable, and the number of shares of Citizens First Common as to which each of them are holding Dissenting SharesRelease appended thereto; and (xixv) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section Schedule 2.02(e) of the Citizens First RVB Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens FirstRVB: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens FirstRVB, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's ’s Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's ’s Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and; (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively; (v) the ▇▇▇▇▇▇▇▇▇ Employment Agreement, executed by German American; (vi) the ▇▇▇▇▇▇▇ Employment Agreement, executed by German American; and (vii) the Muessel Employment Agreement, executed by German American. (c) At the Closing, GABC and Citizens First RVB shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.. ARTICLE II

Actions at Closing. (a) At the Closing, Citizens First Alliance shall deliver to GABCHorizon: (i) certified copies of the articles Articles of incorporation Incorporation and bylaws (including any and all amendments thereto) Bylaws of Citizens First and CF Bank Alliance and the certified organizational documents Articles of Incorporation and the Trust;Bylaws of Alliance Bank, as amended; and (ii) a certificate or certificates signed by the President and Chief Executive Officer of Citizens First, dated as of the Effective Time, Alliance stating, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article II 2 hereof is true and correct in all material respects at the time of Effective Time with the Closing, subject to the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at Closingthe Effective Time, and (B) all the covenants of Citizens First have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank have Alliance has performed and complied in all material respects, unless waived by GABCHorizon, with all of their its obligations and agreements required to be performed hereunder prior to the Closing DateEffective Time; (iii) certified copies of the resolutions of Citizens FirstAlliance's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and Agreement, the Holding Company Plan of Merger Agreement, and authorizing the consummation of the Holding Company Mergers; AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 36 (iv) certified copies of the resolutions of Alliance Bank's Board of Directors and shareholder, approving and authorizing the execution of this Agreement and authorizing the consummation of the Bank Merger; (ivv) the legal opinion of Alliance's legal counsel in the form attached hereto as Exhibit 6.1(i); (vi) a Certificate of the Michigan Department of Commerce, dated a recent date, stating that Alliance is validly existing and in good standing; (vii) Certificates of the MOFIS, the Michigan Department of Commerce and the FDIC, dated recent dates, relating to the valid existence and the FDIC insurance of deposits of Alliance Bank; and (viii) Articles of Merger executed by the proper parties thereto reflecting the terms and provisions of this Agreement and including as an exhibit thereto the Agreement of Merger attached hereto as Appendix A in proper form for filing with the Secretary of State of the State of Indiana and the Michigan Department of Commerce in order to cause the Holding Company Merger to become effective pursuant to the IBCL and the MBCA. (b) At the Closing, Horizon shall deliver to Alliance: (i) a Certificate signed by the Chief Executive Officer of Horizon stating, to the best of his knowledge and belief, after due inquiry, that (A) each of the representations and warranties contained in Article 3 is true and correct in all material respects at the Effective Time with the same force and effect as if such representations and warranties had been made at the Effective Time and (B) Horizon has performed and complied in all material respects, unless waived by Alliance, with all of its obligations and agreements required to be performed hereunder prior to the Effective Time; (ii) certified copy copies of the resolutions of the Horizon's Board of Directors authorizing the execution of CF Bank this Agreement, the Merger Agreement, and the consummation of its shareholder, as required for valid approval the Mergers; (iii) certified copies of the resolutions of Horizon Bank's Board of Directors authorizing the execution of this Agreement and the consummation of the Bank Merger; (viv) a certificate the legal opinion of the Kentucky Secretary of State▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, dated a recent datecounsel for Horizon, stating that Citizens First is duly incorporated and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or documents required by the Title Company (form attached hereto as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07Exhibit 6.2(g); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting Shares; and (xiv) third party consents required to consummate the transactions contemplated in this Agreement as set forth in Section 2.02(e) Articles of the Citizens First Disclosure Schedule (as defined below). (b) At the Closing, GABC shall deliver to Citizens First: (i) a certificate signed Merger executed by the Chief Executive Officer of GABC, dated as of proper parties thereto reflecting the Effective Time, stating, to the best of his knowledge terms and belief, after due inquiry, that: (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to the standard specified in Section 6.02(a) hereof, as if such representations and warranties had been made at Closing, (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution provisions of this Agreement and including as an exhibit thereto the Agreement of Merger attached hereto as Appendix A in proper form for filing with the Secretary of State of the State of Indiana and the Michigan Department of Commerce in order to cause the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under to become effective pursuant to the IBCL and IFIA, respectivelythe MBCA. (c) At and after the Closing, GABC the parties and Citizens First their representatives shall execute and/or deliver to one another such other documents and instruments, instruments and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.. AGREEMENT OF MERGER AND PLAN OF REORGANIZATION PAGE 37

Actions at Closing. (a) At the Closing, Citizens First Coast and the Bank shall deliver to GABCFirst Banks: (i) certified copies of the articles Articles of incorporation Incorporation and bylaws (including any Bylaws of Coast and all amendments thereto) of Citizens First and CF the Bank and each subsidiary of Coast or the certified organizational documents of the TrustBank; (ii) a certificate signed by the President and Chief Executive Officer of Citizens Firstcertificates, dated as of the Effective TimeClosing, stating, signed on their behalf by the chief executive officer of Coast and the Bank to the best of his knowledge and belief, after due inquiry, that: effect that (A) each of the representations and warranties contained in Article II is ARTICLE II, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect shall be true and correct accurate in all material respects at the time respects, on and as of the Closing, subject to Closing Date with the standard specified in Section 6.01(a) hereof, same effect as if though such representations and warranties had been made at Closingor given on or as of the Closing Date, except to the extent expressly made as of an earlier date and except wherein the failure of such representations or warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect on Coast, and (B) all Coast and the covenants of Citizens First have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank shall have performed and complied in all material respects, unless waived by GABC, respects with all of their its obligations and agreements required to be performed hereunder and complied with prior to the Closing Date;Closing. (iii) certified copies of the resolutions of Citizens First's Board the Boards of Directors of Coast and shareholdersthe Bank and of the shareholders of Coast certified by their respective corporate secretaries, approving and authorizing establishing the execution requisite approvals under applicable corporate laws of this Agreement Agreement, the Merger and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Mergerother transactions contemplated hereby; (iv) a certified copy documentation reasonably satisfactory to First Banks, issued by the Secretary of State of the resolutions State of the Board of Directors of CF Bank Florida with respect to Coast and each of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of Statesubsidiaries, dated a recent date, stating that Citizens First is duly incorporated and existing under Kentucky law; (vi) a certificate all fees due to the Office of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or documents required by the Title Company (as defined Florida have been paid and establishing that such corporations are in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting Sharesactive status; and (xiv) third party consents required to consummate a copy of the transactions contemplated in this Agreement Fairness Opinion from The ▇▇▇▇▇▇▇▇ Group, Inc., as set forth described in Section 2.02(e) 4.14, along with a certificate from the chief executive officer of Coast indicating that the Citizens First Disclosure Schedule (as defined below).opinion has not been withdrawn or materially modified since the date it was issued; and (b) At the Closing, GABC First Banks shall deliver to Citizens FirstCoast: (i) a certificate certificates signed by the Chief Executive Officer an authorized officer of GABC, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: First Banks stating that (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.02(a) hereof, same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the covenants of GABC conditions set forth in Section 6.02 have been complied with in all material respects from the date of this Agreement through and satisfied or waived as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Dateprovided therein; (ii) a certified copy copies of resolutions of the resolutions of GABC's Board Boards of Directors authorizing of First Banks and Newco and of the execution shareholder of Newco certified by their respective corporate secretaries, establishing the requisite approvals under applicable corporate laws of this Agreement and Agreement, the Holding Company Plan of Merger and the consummation of the Holding Company Mergerother transactions contemplated hereby; (iii) documentation reasonably satisfactory to Coast, issued by the Secretary of State of their jurisdiction of incorporation or organization, with respect to First Banks and Newco, dated as of a certified copy of the resolutions of German American's Board of Directors and shareholderrecent date, establishing that such corporations are in good standing or active status, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; andcase may be; (iv) certificates of evidence that the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively. Aggregate Merger Consideration (cdefined in Section 1.07) At the Closing, GABC and Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger has been deposited with the blank provisions completed Paying Agent (defined in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.Section 1.07); and

Actions at Closing. (a) At the Closing, Citizens First Bancorp shall deliver to GABCFBA: (i) certified copies of the articles Articles of incorporation Incorporation and bylaws (including any and all amendments thereto) Bylaws of Citizens First and CF Bank Bancorp and the certified organizational documents Articles of the TrustIncorporation and Bylaws of each of its subsidiaries; (ii) a certificate certificates signed by the President Presidents of Bancorp and Chief Executive Officer of Citizens First, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: Bank stating that (A) each of the representations and warranties contained in Article ARTICLE II is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the covenants of Citizens First conditions set forth in Section 6.01 have been complied with in all material respects from the date of this Agreement through and satisfied or waived as of the Effective Time; and (C) Citizens First and CF Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Dateprovided therein; (iii) certified copies of the resolutions of Citizens First's Board the Boards of Directors of Bancorp and shareholdersBank and of the shareholders of Bancorp, approving and authorizing establishing the execution requisite approvals under applicable Corporate Law of this Agreement Agreement, the Merger and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Mergerother transactions contemplated hereby; (iv) a certified copy tax clearance certificates issued by the Franchise Tax Board of the resolutions State of the Board of Directors of CF Bank California with respect to Bancorp and each of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Secretary of Statesubsidiaries, dated a recent date, stating that Citizens First is duly incorporated all taxes imposed under the Bank and existing under Kentucky law; (vi) a certificate of the Kentucky Secretary of State, dated a recent date, stating that CF Bank is duly incorporated and existing under Kentucky law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits Corporation Law on such corporations have been paid or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting Sharesadequately secured; and (xiv) third party consents required a legal opinion from counsel for Bancorp and Bank with respect to consummate the transactions contemplated matters listed in this Agreement as set forth Exhibit C hereto, in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined below)form reasonably satisfactory to FBA and its counsel. (b) At the Closing, GABC FBA shall deliver to Citizens FirstBancorp: (i) a certificate certificates signed by the Chief Executive Officer Presidents of GABC, dated as of the Effective Time, stating, to the best of his knowledge FBA and belief, after due inquiry, that: FB&T stating that (A) each of the representations and warranties contained in Article ARTICLE III is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.02(a) hereof, same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the covenants of GABC conditions set forth in Section 6.02 have been complied with in all material respects from the date of this Agreement through and satisfied or waived as of the Effective Time; and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Dateprovided therein; (ii) a certified copy copies of resolutions of the resolutions of GABC's Board Boards of Directors authorizing of FBA and FB&T, establishing the execution requisite approvals under applicable Corporate Law of this Agreement and Agreement, the Holding Company Plan of Merger and the consummation of the Holding Company Merger;other transactions contemplated hereby; and (iii) a certified copy of the resolutions of German American's Board of Directors legal opinion from counsel for FBA and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively. (c) At the Closing, GABC and Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger FB&T with the blank provisions completed in accordance with the provisions of Article I of this Agreement) respect to the Indiana Secretary of State for filing under the IBCL matters listed in Exhibit D hereto, in form reasonably satisfactory to Bancorp and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate feesits counsel.

Actions at Closing. (a) At the Closing, Citizens First L & B shall deliver or cause to GABCbe delivered to Jefferson and AcquisitionCo: (i) a certified copies copy of the articles of incorporation of L & B and bylaws (including any and all amendments thereto) of Citizens First and CF Bank and the a certified organizational documents copy of the Trustarticles of incorporation, charter or articles of association of each direct and indirect subsidiary of L & B, including Loan & Building State Savings Bank (formerly Sulphur Springs Loan and Building Association), a Texas savings bank and wholly owned subsidiary of L & B (the "Savings Bank"); (ii) a certificate Certificate or Certificates signed by the President and Chief Executive Officer an appropriate officer of Citizens First, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: L & B stating that (A) each of the representations and warranties contained in Article II Two hereof is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.01(a) hereof, same force and effect as if such representations and warranties had been made at ClosingClosing (except as may otherwise be specifically identified in such Certificate or Certificates), (B) all of the covenants of Citizens First conditions set forth in Sections 6.01(b) and 6.01(d) (but, with respect to the latter section, only to approvals which L & B and/or its subsidiaries are required by law to obtain) have been complied with in all material respects from the date of this Agreement through and satisfied or waived as of the Effective Time; provided therein and (C) Citizens First this Agreement has been approved by the requisite vote of L & B shareholders in accordance with the Texas Corporate Law and CF Bank have performed L & B's articles of incorporation and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Datebylaws; (iii) certified copies of the resolutions of Citizens First's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the L & B's Board of Directors of CF Bank and of its shareholdershareholders, as required for valid approval of the execution of this Agreement and the consummation of the Bank MergerMerger and any other transactions contemplated hereby; (iv) a certified list of the shareholders of L & B dated as of the Closing Date; (v) a certificate certified list of the Kentucky persons participating or entitled to participate in the L & B Retention Plan, the Option Plan and the Sulphur Springs Loan and Building Association Employee Stock Ownership Plan (the "ESOP"), dated as of the Closing Date, setting forth the respective allocations, grants and/or awards thereunder, as the case may be, of each such person; (vi) a certified list of dissenting holders of L & B Common, if any, dated as of the Closing Date; (vii) a Certificate of the Texas Secretary of State, dated a recent date, stating that Citizens First L & B is duly incorporated and existing under Kentucky lawin existence; (viviii) a certificate Certificate of the Kentucky Secretary Texas Comptroller of StatePublic Accounts, dated a recent date, stating that CF Bank L & B is duly incorporated and existing under Kentucky lawin good standing; (viiix) a certificate of Certificates issued by the Delaware Secretary of StateT.S.L.D., dated a recent date, stating that as to the Trust is duly organized good standing and/or existence of the Savings Bank, and exists in the State of Delaware; (viii) any title affidavits or documents required issued by the Title Company (F.D.I.C., dated a recent date, as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list insured status of the holders of Citizens First Common of record as deposits of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such timeSavings Bank; (x) a certified list legal opinion of those holders of Citizens First Common of record as counsel for L & B, in form reasonably acceptable to Jefferson's counsel, opining with respect to the matters listed on Exhibit 1.09(a)(x) attached hereto; (xi) an original copy of the close employment agreement between Jefferson and C. ▇▇▇▇▇ ▇▇▇▇, substantially in the form of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares and the number of shares of Citizens First Common as to which each of them are holding Dissenting SharesExhibit 8.15 attached hereto, duly executed by C. ▇▇▇▇▇ ▇▇▇▇; and (xixii) third party consents required to consummate resignations of present trustees or other fiduciaries under the transactions contemplated in this Agreement as set forth Employee Plans identified in Section 2.02(e2.13(c) of the Citizens First Disclosure Schedule (as defined below)Schedule. (b) At the Closing, GABC Jefferson and/or AcquisitionCo, as the case may be, shall deliver or cause to Citizens Firstbe delivered to L & B: (i) a certificate Certificate or Certificates signed by an appropriate officer of Jefferson and AcquisitionCo, as the Chief Executive Officer of GABCcase may be, dated as of the Effective Time, stating, to the best of his knowledge and belief, after due inquiry, that: stating that (A) each of the representations and warranties contained in Article III Three hereof made by Jefferson and/or AcquisitionCo, as the case may be, is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.02(a) hereof, same force and effect as if such representations and warranties had been made by the respective party at Closing, and (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; conditions set forth in Sections 6.02(b) and (C) GABC and German American have performed and complied in all material respects, unless waived by Citizens First, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABC's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German American's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; and (iv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American each is duly organized and exists under the IBCL and IFIA, respectively. (c) At the Closing, GABC and Citizens First shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.6.02

Actions at Closing. (a) At the Closing, Citizens First PCB shall deliver to GABCGerman American: (i) certified copies a copy of the articles Articles of incorporation Incorporation certified by the Indiana Secretary of State as of a date within five (5) days prior to the Closing Date and bylaws (including any Bylaws of PCB certified by PCB's corporate secretary, each as amended, and all amendments thereto) of Citizens First and CF Bank and the a certified organizational documents copy of the TrustCharter and Bylaws of Peoples, as amended; (ii) a certificate or certificates signed by the President and Chief Executive Officer chief executive officer of Citizens First, dated as of the Effective Time, PCB stating, to the best of his knowledge and belief, after due inquiry, that: (A) each of that the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing, subject to the standard conditions specified in Section Sections 6.01(a) hereof, as if such representations and warranties had been made at Closing, (Bb) all the covenants of Citizens First have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) Citizens First and CF Bank have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Datemet; (iii) certified copies of the resolutions of Citizens FirstPCB's Board of Directors and shareholders, approving and authorizing the execution of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger; (iv) a certified copy of the resolutions of the Board of Directors of CF Bank Peoples and of its shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (v) a certificate of the Kentucky Indiana Secretary of State, dated a recent date, stating that Citizens First PCB is duly incorporated organized and existing exists under Kentucky lawthe IBCL; (vi) a certificate of the Kentucky Secretary of StateOTS, dated a recent date, stating that CF Bank Peoples is duly incorporated organized and existing exists under Kentucky federal law; (vii) a certificate of the Delaware Secretary of State, dated a recent date, stating that the Trust is duly organized and exists in the State of Delaware; (viii) any title affidavits or documents required by the Title Company (as defined in Section 4.07) to issue the Title Policies (as defined in Section 4.07); (ix) a certified list of the those holders of Citizens First PCB Common of record as of the close of business on the business day immediately preceding the Closing Date showing, by holder and in the aggregate, the number of shares of Citizens First of record as of such time; (x) a certified list of those holders of Citizens First Common of record as of the close of business on the business day immediately preceding the Closing Date who are holders of Dissenting Shares Shareholders and the number of shares of Citizens First PCB Common as to which each of them are holding Dissenting SharesShareholders; and (xiviii) third party consents required the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Aggugia LLP as special counsel for PCB, to consummate the transactions contemplated in this Agreement as effect set forth in Section 2.02(e) of the Citizens First Disclosure Schedule (as defined belowExhibit 1.10(a)(ix). (b) At the Closing, GABC German American shall deliver to Citizens FirstPCB: (i) a certificate signed by the Chief Executive Officer of GABC, dated as of the Effective Time, German American stating, to the best of his knowledge and belief, after due inquiry, that: that (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing, subject to Closing with the standard specified in Section 6.02(a) hereof, same force and effect as if such representations and warranties had been made at Closing, Closing and (B) all the covenants of GABC have been complied with in all material respects from the date of this Agreement through and as of the Effective Time; and (C) GABC and German American have has performed and complied in all material respects, unless waived by Citizens FirstPCB, with all of their its obligations and agreements required to be performed hereunder prior to the Closing Date; (ii) a certified copy of the resolutions of GABCGerman American's Board of Directors authorizing the execution of this Agreement and the Holding Company Plan of Merger and the consummation of the Holding Company Merger; (iii) a certified copy of the resolutions of German AmericanFirst State's Board of Directors and shareholder, as required for valid approval of the execution of this Agreement and the consummation of the Bank Merger; (iv) the legal opinion of Ice ▇▇▇▇▇▇, counsel for German American, in the form attached hereto as Exhibit 1.10(b)(iv); and (ivv) certificates of the Indiana Secretary of State, dated a recent date, stating that GABC and German American and First State each is duly organized and exists exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and Citizens First the parties shall execute and/or deliver to one another such other documents and instruments, and take such other actions as shall be necessary or appropriate to consummate the Mergers, including the execution and the presentation of executed Articles of Merger (including the Holding Company Plan of Merger and/or Bank Plan of Merger with the blank provisions completed in accordance with the provisions of Article I of this Agreement) to the Indiana Secretary of State (and, in the case of the Bank Merger, to the Indiana Department of Financial Institutions) for filing under the IBCL and the IFIA, and the Kentucky Secretary of State for filing under the KBCA and KFIC accompanied by the appropriate fees.