Common use of Actions at Closing Clause in Contracts

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment shall deliver the following documents to Viabuilt: (1) A certificate signed by an authorized officer of Firetainment stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder of Firetainment authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Firetainment; (3) Certificates representing the Common Shares registered in the name of Viabuilt. (b) Viabuilt shall deliver the following documents to Firetainment: (1) A certificate signed by an authorized officer of Viabuilt stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Viabuilt;

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment MOMED shall deliver the following documents to ViabuiltMSMA: (1) A certificate signed by an authorized officer of Firetainment MOMED stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment MOMED authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of FiretainmentMOMED; (3) Certificates representing the Common Class A Shares and the Class C Shares registered in the name of ViabuiltMSMA; and (4) The Nomination Agreement duly executed by MOMED and the Voting Agreement duly executed by MOMED and Rich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇.D., Krie▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ Leon▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇.D. (collectively referred to as the "Select Stockholders"); and (5) The opinion of MOMED's counsel substantially in the form of Exhibit D attached hereto. (b) Viabuilt MSMA shall deliver the following documents to FiretainmentMOMED: (1) A certificate signed by an authorized officer of Viabuilt MSMA stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board Executive Committee of Directors of Viabuilt MSMA authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of ViabuiltMSMA; (3) The certificates representing the MSMA Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the MSMA Shares to MOMED for retirement, together with a duly executed letter indicated MSMA's intent to have the surrendered shares canceled (substantially in the form of Exhibit C attached hereto); and (4) The Nomination Agreement and the Voting Agreement, each duly executed by MSMA.

Actions at Closing. (a) At the Closing, the following deliveries ACBP shall be made, each deliver to be deemed concurrent with all othersGABC: (ai) Firetainment shall deliver a certified copy of the following documents to Viabuilt:articles of incorporation and bylaws of ACBP, as amended, and a certified copy of the articles of incorporation and bylaws of Bank of Evansville, as amended; (1ii) A a certificate or certificates signed by an authorized officer the Chief Executive Officer of Firetainment stating ACBP on behalf of ACBP stating, to the best of his knowledge and belief, after due inquiry, that each of (A) subject to the standard set forth in Section 1.10(c), the representations and warranties contained in Article Two is II are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at ClosingClosing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) ACBP and Bank of Evansville 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; (2iii) A copy certified copies of the all resolutions duly adopted by the of ACBP’s Board of Directors and stockholder of Firetainment authorizing its shareholders relating in any way to the execution Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and delivery by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded; (iv) a certified copy of all resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholder of this Agreement and the Bank Plan of Merger and authorizing the consummation of the Bank Merger and other transactions contemplated thereby; (v) a certificate of the Indiana Secretary of State, dated a recent date, stating that ACBP is duly certifiedorganized and exists under the IBCL; (vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that Bank of Evansville is duly organized and exists under the IFIA; (vii) a certified list of the holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing DateDate occurs) showing, by holder and in the secretary aggregate, the number of Firetainmentshares of ACBP of record as of such time; (3viii) Certificates representing a certified list of those holders of ACBP Common of record (as of the close of business on the second trading day prior to the trading date on which the Closing Date occurs) who are Dissenting Shareholders and the number of shares of ACBP Common Shares registered as to which each of them are Dissenting Shareholders; and (ix) a certificate of the Secretary of ACBP that ACBP (A) has not issued any shares of capital stock of ACBP since the time of certification of the certified list of holders described in (vii) above (and is not subject to any pending unresolved requests or demands to issue any such capital stock) and (B) has not received any communications, in writing or otherwise, from any holders of any ACBP Common of record (other than those listed on the name certified list described in (viii) above) concerning claims or entitlements or possible claims or entitlements, or desires to become entitled, to exercise their statutory dissenters rights in respect of Viabuiltthe Holding Company Merger as holders of ACBP Common. (b) Viabuilt At the Closing, GABC shall deliver the following documents to FiretainmentACBP: (1i) A a certificate signed by an authorized officer the Chief Executive Officer of Viabuilt stating GABC on behalf of GABC stating, to the best of his knowledge and belief, after due inquiry, that each of (A) subject to the standard set forth in Section 1.10(d), the representations and warranties contained in Article Three is III are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at ClosingClosing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) GABC has performed and complied in all material respects, unless waived by ACBP, with all of its obligations and agreements required to be performed hereunder prior to the Closing Date; (2ii) A a certified copy of the resolutions duly adopted by the of GABC’s Board of Directors of Viabuilt authorizing the execution of this Agreement and delivery the 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 transactions contemplated hereby, duly certified, as Bank Merger; and (iv) certificates of the Closing DateIndiana Secretary of State, dated a recent date, stating that GABC and German American each exist under the IBCL and IFIA, respectively. (c) At the Closing, GABC and ACBP 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 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, accompanied by the secretary of Viabuilt;appropriate fees.

Actions at Closing. (a) At the Closing, the following deliveries ▇▇▇▇▇ shall be made, each deliver to be deemed concurrent with all othersWashington: (ai) Firetainment shall deliver a certified copy of the following documents to Viabuilt:charter and bylaws of ▇▇▇▇▇ including all amendments; (1ii) A a certificate signed by an authorized appropriate officer of Firetainment ▇▇▇▇▇ stating that each all of the representations conditions set forth in Sections 6.3(a), (b), (d), (g) and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect (i) have been satisfied or waived as if such representations and warranties had been made at Closingprovided therein; (2iii) A a certified copy of the resolutions duly adopted by the of Rubio's Board of Directors as required for valid approval of the execution of this Agreement and stockholder the Plan of Firetainment Merger and a certified copy of the resolutions of Rubio's shareholders as required for the consummation of the Merger; (iv) a certificate from the State of Iowa, dated a recent date, as to the good standing and corporate existence of ▇▇▇▇▇ and a certificate from the Federal Deposit Insurance Corporation ("FDIC"), dated a recent date, as to the existence of deposit insurance of ▇▇▇▇▇; (v) the Plan of ▇▇▇▇▇▇, executed by ▇▇▇▇▇ in proper form for filing with the Iowa Department of Banking; (vi) articles of combination relating to the Merger, executed by ▇▇▇▇▇ in proper form for filing with the Iowa Department of Banking; (vii) a legal opinion from counsel for ▇▇▇▇▇, in form reasonably acceptable to Washington's counsel; and (b) At the Closing, Washington shall deliver to ▇▇▇▇▇: (i) a certificate signed by an appropriate officer of Washington stating that all of the conditions set forth in Sections 6.2(a) and (b) have been satisfied; (ii) a certified copy of the resolutions of Washington's Board of Directors authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Firetainment; (3iii) Certificates representing the Common Shares registered in the name of Viabuilt. (b) Viabuilt shall deliver the following documents to Firetainment: (1) A certificate signed by an authorized officer of Viabuilt stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A a certified copy of the resolutions duly adopted by the of Interim Bank's Board of Directors and stockholder, as required for valid approval of Viabuilt authorizing the execution and delivery of this Agreement the Acquisition Plan of Merger and the consummation of the transactions contemplated herebyhereby and thereby; (iv) the Plan of Merger, duly certifiedexecuted by Interim Bank, as in proper form for filing with the Iowa Department of the Closing Date, by the secretary of ViabuiltBanking;

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment Suncoast shall deliver the following documents to ViabuiltShareholders: (1) A certificate signed by an authorized officer of Firetainment Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder ratified by the stockholders of Firetainment Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of FiretainmentSuncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of ViabuiltShareholders; and (4) The Nomination Agreement duly executed by Suncoast, a copy of which is attached hereto as Exhibit "B"; and (5) The opinion of Suncoast's counsel substantially in the form of Exhibit "C" attached hereto. (b) Viabuilt RADA and Shareholders shall deliver the following documents to FiretainmentSuncoast: (1) A certificate signed by an authorized officer of Viabuilt RADA stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of The certificates representing the resolutions RADA Shares, endorsed in blank or accompanied by duly adopted by executed stock powers effectively transferring the Board of Directors of Viabuilt authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Viabuilt;RADA Shares to Suncoast. ARTICLE TWO -----------

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment shall deliver the following documents to Viabuilt: (1) A certificate signed by an authorized officer of Firetainment stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder of Firetainment authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Firetainment; (3) Certificates representing the Common Shares registered in the name of Viabuilt. (b) Viabuilt shall deliver the following documents to Firetainment: (1) A certificate signed by an authorized officer of Viabuilt stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Viabuilt; (3) The certificates representing the Viabuilt Shares, registered in the name of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment BELLA shall deliver the following documents to ViabuiltGAMG: (1) A certificate signed by an authorized officer of Firetainment BELLA stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment BELLA authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of Firetainment;▇▇▇▇▇; and (3) Certificates representing the Common Shares registered in the name of ViabuiltGAMG. (b) Viabuilt GAMG shall deliver the following documents to FiretainmentBELLA: (1) A certificate signed by an authorized officer of Viabuilt GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of ViabuiltGAMG; (3) The certificates representing the GAMG Shares, issued in the names of the Selling Shareholders as their interests appear in Exhibit “A” annexed hereto.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment Suncoast shall deliver the following documents to ViabuiltQuigley: (1▇) A certificate signed by an authorized officer of Firetainment Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of FiretainmentSuncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of Viabuilt.Quigley; and (b) Viabuilt shall Qu▇▇▇▇▇ ▇hall deliver the following fol▇▇▇▇▇▇ documents to FiretainmentSuncoast: (1) A certificate signed by an authorized officer of Viabuilt Quigley stating that each of the o▇ ▇▇▇ representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt Quigley authorizing the execution ex▇▇▇▇▇▇▇ and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of ViabuiltQuigley; (▇) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment TMD shall deliver the following documents to ViabuiltGAMG: (1) . A certificate signed by an authorized officer of Firetainment TMD stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment TMD authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of Firetainment;TMD; and (3) . Certificates representing the Common Shares Units registered in the name of ViabuiltGAMG. (b) Viabuilt GAMG shall deliver the following documents to FiretainmentTMD: (1) . A certificate signed by an authorized officer of Viabuilt GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors of Viabuilt GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of ViabuiltGAMG; 3. The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment Suncoast shall deliver the following documents to ViabuiltQ▇▇▇▇▇▇: (1) A certificate signed by an authorized officer of Firetainment Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of FiretainmentSuncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of Viabuilt.Q▇▇▇▇▇▇; and (b) Viabuilt Q▇▇▇▇▇▇ shall deliver the following documents to FiretainmentSuncoast: (1) A certificate signed by an authorized officer of Viabuilt Q▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt Q▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of ViabuiltQ▇▇▇▇▇▇; (3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment SCG shall deliver the following documents to ViabuiltGAMG: (1) . A certificate signed by an authorized officer of Firetainment SCG stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment SCG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of Firetainment;SCG; and (3) . Certificates representing the Common Shares Units registered in the name of ViabuiltGAMG. (b) Viabuilt GAMG shall deliver the following documents to FiretainmentSCG: (1) . A certificate signed by an authorized officer of Viabuilt GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors of Viabuilt GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of ViabuiltGAMG; 3. The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall deliver the following documents to ViabuiltGAMG: (1) A certificate signed by an authorized officer of Firetainment AMT stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board Sole Member of Directors and stockholder of Firetainment AMT authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Firetainment;; and (3) Certificates representing the Common Shares Membership Interest in AMT registered in the name of ViabuiltGAMG. (b) Viabuilt GAMG shall deliver the following documents to Firetainment▇▇▇▇▇▇▇ ▇▇▇▇▇▇: (1) A certificate signed by an authorized officer of Viabuilt GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of ViabuiltGAMG; (3) The certificates representing the GAMG Shares, issued in the name of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment Suncoast shall deliver the following documents to ViabuiltQuigley: (1) A certificate signed by an authorized officer of Firetainment offic▇▇ ▇▇ ▇uncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment Suncoast authorizing the execution and delivery of this Agreement Agreement. and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of FiretainmentSuncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of Viabuilt.Quigley; and (b) Viabuilt Quigley shall deliver the following documents to Firetainmentdocumen▇▇ ▇▇ ▇uncoast: (1▇) A certificate signed by an authorized officer of Viabuilt Quigley stating that each of the representations and warranties warr▇▇▇▇▇▇ contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt Quigley authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of ViabuiltQuigley; (3) The certificates representing the CPNP Shar▇▇, ▇▇▇orsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. (a) At the Closing, the following deliveries CIB Parties shall be made, each deliver to be deemed concurrent with all othersthe First Banks Parties: (ai) Firetainment shall deliver a stock certificate, duly endorsed or accompanied by executed stock powers, in either case in form reasonably acceptable to First Banks, evidencing CIB Marine's ownership and unencumbered transfer to First Banks of all of the following documents to Viabuilt:outstanding capital stock of Hillside, and stock certificates evidencing Hillside's unencumbered ownership of all of the outstanding capital stock of Bank and Bank's unencumbered ownership of the outstanding stock of the Acquired Bank Subsidiaries (as defined in Section 2.03); (1ii) A certificate certified copies of the Articles of Incorporation and Bylaws of Hillside, the Charter and Bylaws of Bank and the Articles of Incorporation or Articles of Organization and Bylaws or similar governing documents of the Acquired Bank Subsidiaries (as defined in Section 2.03), and complete minute books or other records reasonably satisfactory to First Banks of the minutes of all corporate proceedings of Hillside, Bank and the Acquired Bank Subsidiaries; (iii) certificates signed by an authorized officer appropriate officers of Firetainment each of the CIB Parties stating that (A) each of the representations and warranties contained in Article Two II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) each of the conditions set forth in Section 6.01 has been satisfied or waived as provided therein. If as a result of changes occurring after the date of this Agreement and prior to the Closing Date such officers determine in good faith that it is necessary to modify any of the representations or warranties referred to in such certificates in order for the statements made in the certificates to be accurate, they shall deliver to First Banks certificates accompanied by a schedule describing such changes in reasonable detail; (2iv) A copy certified copies of currently effective resolutions of the resolutions duly adopted by the Board Boards of Directors and stockholder of Firetainment each of the CIB Parties authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary of Firetainment; (3v) Certificates representing certificates of the Common Shares registered Secretaries of State or comparable officials of the jurisdictions of incorporation of CIB Marine, Hillside, Bank and each Acquired Bank Subsidiary, each dated a recent date, stating that such entities are in good standing; (vi) evidence reasonably satisfactory to First Banks of the name release of ViabuiltHillside from any further liability related to credit obligations of CIB Marine; and (vii) a legal opinion from counsel for the CIB Parties regarding CIB Marine, Hillside and Bank, this Agreement and the transactions contemplated hereby, in form reasonably satisfactory to First Banks. (b) Viabuilt At the Closing, the First Banks Parties shall deliver the following documents to FiretainmentCIB Marine: (1i) A certificate the Purchase Price in immediately available funds, in form reasonably acceptable to CIB Marine; (ii) certificates signed by an authorized officer appropriate officers of Viabuilt each of the First Banks Parties stating that (A) each of the representations and warranties contained in Article Three III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) each of the conditions set forth in Section 6.02 has been satisfied or waived as provided therein. If as a result of changes occurring after the date of this Agreement and prior to the Closing Date such officers determine in good faith that it is necessary to modify any of the representations or warranties referred to in such certificates in order for the statements made in the certificates to be accurate, they shall deliver to CIB Marine certificates accompanied by a schedule describing such changes in reasonable detail; (2iii) A a certified copy of currently effective resolutions of the resolutions duly adopted by the Board Boards of Directors of Viabuilt each of the First Banks Parties authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and (iv) a legal opinion from counsel for the First Banks Parties regarding First Banks, duly certifiedSF Company, as of this Agreement and the Closing Datetransactions contemplated hereby, by the secretary of Viabuilt;in form reasonably satisfactory to CIB Marine.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment Suncoast shall deliver the following documents to Viabuilt▇▇▇▇▇▇▇: (1) A certificate signed by an authorized officer of Firetainment Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of FiretainmentSuncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of Viabuilt.▇▇▇▇▇▇▇; and (b) Viabuilt ▇▇▇▇▇▇▇ shall deliver the following documents to FiretainmentSuncoast: (1) A certificate signed by an authorized officer of Viabuilt ▇▇▇▇▇▇▇ stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt ▇▇▇▇▇▇▇ authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of Viabuilt▇▇▇▇▇▇▇; (3) The certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment Suncoast shall deliver the following documents to ViabuiltQuigley: (1▇) A certificate ▇ ▇ertificate signed by an authorized officer of Firetainment Suncoast stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment Suncoast authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of FiretainmentSuncoast; (3) Certificates representing the Common Shares and the Preferred Shares registered in the name of Viabuilt.Quigley; and (b) Viabuilt Q▇▇▇▇▇▇ shall deliver the following fo▇▇▇▇▇▇▇ documents to FiretainmentSuncoast: (1) A certificate signed by an authorized officer of Viabuilt stating Quigley st▇▇▇▇▇ that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closingas of the Effective Date; (2) A copy of the resolutions duly adopted by the Board of Directors of Viabuilt Quigley authorizing the execution and exec▇▇▇▇▇ ▇nd delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Effective Date, by the secretary of ViabuiltQuigley; (▇) ▇▇▇ certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment ST2 shall deliver the following documents to ViabuiltGAMG: (1) . A certificate signed by an authorized officer of Firetainment ST2 stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment ST2 authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of Firetainment;ST2; and (3) . Certificates representing the Common Shares Units registered in the name of ViabuiltGAMG. (b) Viabuilt GAMG shall deliver the following documents to FiretainmentST2: (1) . A certificate signed by an authorized officer of Viabuilt GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors of Viabuilt GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of ViabuiltGAMG; 3. The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment ST1 shall deliver the following documents to ViabuiltGAMG: (1) . A certificate signed by an authorized officer of Firetainment ST1 stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment ST1 authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of Firetainment;ST1; and (3) . Certificates representing the Common Shares Units registered in the name of ViabuiltGAMG. (b) Viabuilt GAMG shall deliver the following documents to FiretainmentST1: (1) . A certificate signed by an authorized officer of Viabuilt GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors of Viabuilt GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of ViabuiltGAMG; 3. The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto.

Actions at Closing. At the Closing, the following deliveries shall be made, each to be deemed concurrent with all others: (a) Firetainment SP shall deliver the following documents to ViabuiltGAMG: (1) . A certificate signed by an authorized officer of Firetainment SP stating that each of the representations and warranties contained in Article Two is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors and stockholder stockholders of Firetainment SP authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of Firetainment;SP; and (3) . Certificates representing the Common Shares Units registered in the name of ViabuiltGAMG. (b) Viabuilt GAMG shall deliver the following documents to FiretainmentSP: (1) . A certificate signed by an authorized officer of Viabuilt GAMG stating that each of the representations and warranties contained in Article Three is true and correct in all material respects at the time of Closing with the same force and effect as if such representations and warranties had been made at Closing; (2) . A copy of the resolutions duly adopted by the Board of Directors of Viabuilt GAMG authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, duly certified, as of the Closing Date, by the secretary Secretary of ViabuiltGAMG; 3. The certificates representing the GAMG Shares, issued in the names of the Selling Members as their interests appear in Exhibit “A” annexed hereto.