Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement, the Warrant Agreement and the Warrant constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) The Company has full corporate power and corporate authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinCompany Required Vote, to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that this Agreement and the Merger are in the best interests of the Company and the Stockholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by (iii) subject to Section 5.10, recommended that the Board of Directors of the Company. The Board of Directors of the Company has Stockholders adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s shareholders for approval Stockholders at a meeting of such shareholders and, except the Company Stockholder Meeting. Except for the adoption of this Agreement by the requisite affirmative vote of a majority of the Company’s shareholdersoutstanding shares of Company Common Stock entitled to vote at the Company Stockholder Meeting or by written consent of a majority of the outstanding shares of Company Common Stock (the “Company Required Vote”), no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallygenerally (the “Bankruptcy and Equity Exceptions”). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated herebyhereby (including the Merger), nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws of the Company or any of the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Subsidiaries or the Affiliated Medical Practices or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 3.04 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleor made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Company, any of its Subsidiaries, any of the Affiliated Medical Practices or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit undersecurities, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Company, any of its Subsidiaries or any of its Subsidiaries Affiliated Medical Practices under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Company, any of its Subsidiaries or any of its Subsidiaries Affiliated Medical Practices is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or other events which, either individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Authority; No Violation. (a) The Company Chemical has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger shareholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of the CompanyChemical. The Board of Directors of the Company Chemical has directed determined that this Agreement and the transactions contemplated hereby hereby, including the Merger, are in the best interests of Chemical and its shareholders, has declared it advisable and has directed that (i) this Agreement and the transactions contemplated hereby, and (ii) the amendment and restatement of the Chemical Articles (the “Chemical Articles Amendment”), each be submitted to the CompanyChemical’s shareholders for approval at a meeting of such shareholders and, except and has adopted resolutions to the foregoing effect. Except for (i) the adoption approval of this Agreement by the requisite vote holders of a majority of the Companyoutstanding shares of Chemical Common Stock entitled to vote thereon and (ii) the approval of the Chemical Articles Amendment by the holders of a majority of the outstanding shares of Chemical Common Stock entitled to vote on the proposed amendment (collectively, the “Requisite Chemical Vote”), and the adoption and approval of the Bank Merger Agreement by Chemical as Chemical Bank’s shareholderssole shareholder, no other corporate proceedings on the part of the Company or the Company Bank Chemical are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of Chemical of an advisory (non-binding) vote on the compensation that may be paid or become payable to Chemical’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Chemical and (assuming due authorization, execution and delivery by ParentTCF) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyChemical, enforceable against the Company Chemical in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityChemical Common Stock and New Chemical Preferred Stock to be issued in the Merger have been duly authorized and, whether applied in a court when issued (subject to the approval of law or a court the Chemical Articles Amendment by the holders of equityChemical Common Stock and the filing thereof with the Michigan DLRA), will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of Chemical will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyChemical, nor the consummation by the Company Chemical of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by the Company Chemical with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company Chemical Articles or the certificate of incorporation, by-laws Chemical Bylaws (or similar governing the organizational documents of any Subsidiary of its SubsidiariesChemical), or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Chemical or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Chemical or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Chemical or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations, which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Chemical.

Authority; No Violation. (a) The Company Each of Parent and ▇▇▇▇▇▇ Sub has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger Parent Shareholder Approval and (ii) the other approvals listed actions described in this Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein4.3(a), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved, and this Agreement has been duly adopted by the board of directors of Parent (the “Parent Board”) and validly approved the board of directors of Merger Sub (the “Merger Sub Board”), as applicable, and the Parent Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders, and the Merger Sub Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of its sole shareholder. Except for (i) the approval of the Parent Share Issuance by the votes cast by holders of shares of Parent Common Stock favoring the Parent Share Issuance exceeding the votes cast by holders of shares of Parent Common Stock opposing the Parent Share Issuance at a shareholders’ meeting duly called and held for such purpose (the “Parent Shareholder Approval”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Umpqua Bank and the Company. The Board of Directors approval of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Bank Merger Agreement by the requisite vote of the CompanyParent as Umpqua Bank’s shareholderssole shareholder, no other corporate proceedings on the part of the Company or the Company Bank Parent are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This AgreementParent, the Warrant as Merger Sub’s sole stockholder, has approved this Agreement and the Warrant have transactions contemplated hereby by written consent. This Agreement has been duly and validly executed and delivered by the Company ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company Parent or Merger Sub of the Mergers or the other transactions contemplated hereby, nor compliance by the Company Parent or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporationParent Articles, by-laws Parent Bylaws or similar governing documents of any of its SubsidiariesParent’s Subsidiaries (including Merger Sub), or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company Parent or Merger Sub, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound, except (in the case of clauses (A) and (B) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be bound or affectedexpected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinof Company and to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The Board of Directors of Company has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has directed that this Agreement Agreement, the Certificate of Merger and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption approval of this such Agreement by the requisite vote of the Company’s its shareholders, no other corporate proceedings proceeding on the part of the Company Company, or the Company Bank are any of its Subsidiaries, is necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated herebyso contemplated. This Agreement, the Warrant Agreement and the Warrant have been when duly and validly executed by Company and delivered by the Company (and (assuming due authorization, execution and delivery by Parent) this AgreementParent and Merger Sub), the Warrant Agreement and the Warrant will constitute a valid and binding obligations obligation of the Company, Company and will be enforceable against the Company in accordance with its terms, except as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and remedies generallyexcept that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. The Board of Directors of Company, by resolutions duly adopted by unanimous vote of the Board of Directors of Company (the “Company Board Approval”), has (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Company and its shareholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, and (iii) recommended that the shareholders of Company approve this Agreement and directed that such matter be submitted for consideration by Company shareholders at the Company Shareholders’ Meeting. (b) Neither Except as set forth in Disclosure Schedule 3.6(b), neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company Company, or any of its Subsidiaries, with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws Bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 3.4 hereof herein are duly obtained and(including, except as set forth in Section 3.3(b) but not limited to, satisfaction of the Company Disclosure Schedulerequirements of the HSR Act), (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they any of them or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) The Company MDLY has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinMDLY Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors MDLY Board. The MDLY Board, acting upon the recommendation of the Company. The Board of Directors of the Company MDLY Special Committee, has directed unanimously (i) determined that this Agreement and the transactions contemplated hereby be submitted hereby, including the Merger, are advisable and fair to, and in the best interests of, MDLY and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the Company’s shareholders stockholders of MDLY for approval at a meeting its adoption, (iv) recommended that the stockholders of such shareholders and, except for MDLY approve the adoption of this Agreement Agreement, and (v) resolved to include such recommendation in the Joint Proxy Statement/Prospectus (the “MDLY Board Recommendation”). Except for the approval and adoption of MDLY Matters by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the voting power of the outstanding shares of MDLY Common Stock entitled to vote at such meeting (the “MDLY Stockholder Approval”), no other corporate proceedings on the part of the Company or the Company Bank MDLY are necessary to approve the Merger, this Agreement, the Warrant Agreement and the Warrant and to consummate or the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company MDLY and (assuming due authorization, execution and delivery by ParentSIC) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the CompanyMDLY, enforceable against the Company MDLY in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, MDLY nor the consummation by the Company MDLY of the transactions contemplated hereby, nor compliance by the Company MDLY with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the MDLY Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMDLY Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Applicable Law applicable to the Company MDLY or any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on MDLY, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company MDLY or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which the Company MDLY or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, the “MDLY Contracts”).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of the Company. The Board of Directors of the Company has directed determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its shareholders and has adopted the plan of merger reflected in this Agreement and has directed that the plan of merger reflected in this Agreement be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders andshareholders, except and has adopted a resolution to the foregoing effect. The Board of Directors of the Company has taken all necessary actions and made all necessary determinations under Article VIII of the Company Certificate required to render inapplicable to this Agreement Article VIII of the Company Certificate. Except for the adoption approval of the plan of merger reflected in this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting and the approvals required in connection with the Bank Mergers, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Company Certificate of Incorporation or the Company By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction (as defined herein) applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assetsassets or, or with respect to the Bank Mergers, to the knowledge of the Company (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) The Company Sterling has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the CompanySterling. The Board of Directors of Sterling has determined that the Company Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Sterling and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanySterling’s shareholders stockholders for approval adoption at a meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Sterling Common Stock (the “Requisite Sterling Vote”) and the adoption and approval of the Bank Merger Agreement by Sterling National Bank and Sterling as its sole stockholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of the Company or the Company Bank Sterling are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Sterling and (assuming due authorization, execution and delivery by Parent▇▇▇▇▇▇ Valley) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanySterling, enforceable against the Company Sterling in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equitySterling Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of Sterling Common Stock), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past stockholder of Sterling will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanySterling, nor the consummation by the Company Sterling of the transactions contemplated hereby, nor compliance by the Company Sterling with any of the terms or provisions hereof, will (i) violate any provision of the Sterling Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesSterling Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Sterling, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Sterling or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Sterling or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Sterling. (c) Sterling National Bank has adopted the Bank Merger Agreement, Sterling, as the sole stockholder of Sterling National Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Sterling National Bank.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Integrated Mergers have been duly and validly approved by the Board of Directors of the CompanyParent. The Board of Directors of Parent has determined that the Company Integrated Mergers, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Parent and its shareholders, has adopted this Agreement and has directed that this Agreement and the transactions contemplated hereby issuance of shares of Parent Common Stock in connection with the First-Step Merger be submitted to the CompanyParent’s shareholders for approval at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the requisite affirmative vote of a majority of the Company’s shareholderstotal votes cast on the proposal to issue shares of Parent Common Stock in connection with the First-Step Merger (the “Requisite Parent Vote”), no other corporate proceedings or approvals on the part of the Company or the Company Bank Parent are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Parent and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityParent Common Stock to be issued in the First-Step Merger have been validly authorized (subject to the attainment of the Requisite Parent Vote) and, whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of Parent will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyParent, nor the consummation by the Company Parent of the transactions contemplated hereby, nor compliance by the Company Parent with any of the terms or provisions hereof, will (i) violate any provision of the Parent Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesParent Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Parent, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. (c) The Board of Directors of Parent Bank has adopted the Bank Merger Agreement. Parent, as the sole shareholder of Parent Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Parent Bank.

Authority; No Violation. (a) The Company PNFP has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) in the parties’ obtaining (i) all bank regulatory approvals required to effectuate case of the consummation of the Merger and (ii) to the other approvals listed in Section 3.4 and (y) adoption of this Agreement by the approval requisite vote of the Company’s shareholders as contemplated hereinholders of PNFP Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyPNFP. The Board of Directors of PNFP determined that the Company Merger is advisable and in the best interest of PNFP and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s PNFP's shareholders for approval adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of PNFP Common Stock, no other corporate proceedings on the part of the Company or the Company Bank PNFP are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company PNFP and (assuming due authorization, execution and delivery by ParentCAVB) this Agreement, the Warrant Agreement and the Warrant constitute constitutes valid and binding obligations of the CompanyPNFP, enforceable against the Company PNFP in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery by PNFP of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company PNFP of the transactions contemplated hereby, nor compliance by the Company PNFP with any of the terms or provisions hereof, will (i) violate any provision of the Certificate PNFP Articles or Bylaws of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, PNFP or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or PNFP, any of its Subsidiaries, Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or PNFP, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or PNFP, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on PNFP.

Authority; No Violation. (a) The Company MRCC has full all requisite corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinany MRCC Requisite Vote, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board MRCC Board, including, after separate meetings and discussion, all of the Independent Directors of the CompanyMRCC. The Board MRCC Board, including, after separate meetings and discussion, all of the Independent Directors of the Company MRCC, has directed unanimously (i) determined that (A) this Agreement and the transactions contemplated hereby terms of the Merger and the Transactions are advisable and in the best interests of MRCC and (B) the interests of MRCC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved the MRCC Matters, (iii) directed that the MRCC Matters be submitted to the CompanyMRCC’s shareholders stockholders for approval at a duly held meeting of such shareholders andstockholders (the “MRCC Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of MRCC adopt and approve the MRCC Matters (such recommendation, except the “MRCC Board Recommendation”).” Except for receipt of the adoption affirmative vote of this Agreement a majority of the votes entitled to be cast on the matter by the requisite vote holders of outstanding shares of MRCC Common Stock to approve the Company’s shareholdersMRCC Matters at a duly held meeting of MRCC stockholders (the “MRCC Requisite Vote”), no the Merger and the other Transactions have been authorized by all necessary corporate proceedings action on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated herebyMRCC. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company MRCC and (assuming due authorization, execution and delivery by ParentHRZN, Merger Sub, MRCC Advisor and HRZN Advisor) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the CompanyMRCC, enforceable against the Company MRCC in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyMRCC, nor the consummation by the Company MRCC of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by the Company with any of the terms or provisions hereofMRCC, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company MRCC Charter or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMRCC Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3(a) and Section 3.4 hereof are duly obtained andand/or made, (A) violate any Law or Order applicable to MRCC or any of its Consolidated Subsidiaries or (B) except as set forth in Section 3.3(b) of the Company Disclosure Scheduleany Contract that was Previously Disclosed, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company MRCC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company MRCC or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be bound or affectedexpected to be material to MRCC and its Consolidated Subsidiaries, taken as a whole. Section 3.3(b) of the MRCC Disclosure Schedule sets forth, to MRCC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) The Company Subject to the approval of this Agreement and the transactions contemplated hereby, including the Merger and the merger of Market Bank with and into Peoples Bank, by the OTS and the Superintendent, by Peoples as the sole shareholder of Peoples Bank, and by the requisite vote of the Peoples' shareholders, (i) each of Peoples and Peoples Bank has full all of the requisite corporate power and authority to execute and deliver enter into this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) perform all bank regulatory approvals required to effectuate the Merger and of its obligations hereunder; (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action by each of Peoples and validly approved Peoples Bank; and (iii) this Agreement is the valid and binding agreement of each of Peoples and Peoples Bank, enforceable against each of Peoples and Peoples Bank in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except to the extent such enforceability may be limited by laws relating to safety and soundness of insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by the Board appointment of Directors a conservator by the FDIC. This Agreement has been duly executed and delivered by each of Peoples and Peoples Bank. (b) Subject to the Company. The Board approval of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to hereby, including the Company’s shareholders for approval at a meeting Merger and the merger of such shareholders andMarket Bank with and into Peoples Bank, except for by the adoption OTS and the Superintendent, by Peoples as the sole shareholder of this Agreement Peoples Bank, and by the requisite vote of the Company’s shareholders, no other corporate proceedings on the part Peoples' shareholders,(i) Peoples has all of the Company or requisite corporate power and authority to enter into the Company Bank are necessary Agreement of Merger and to approve this Agreement, perform all of its obligations thereunder; (ii) the Warrant execution and delivery of the Agreement of Merger and the Warrant and to consummate consummation of the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant thereby have been duly and validly executed and delivered authorized by the Company all necessary corporate action by Peoples; and (assuming due authorization, execution and delivery by Parentiii) this Agreement, the Warrant Agreement and of Merger is the Warrant constitute valid and binding obligations agreement of the CompanyPeoples, enforceable against the Company Peoples in accordance with its terms, (I) subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents and (II) except as enforcement to the extent such enforceability may be limited by general principles laws relating to safety and soundness of equity, whether applied insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or by the appointment of a court conservator by the FDIC. The Agreement of law or a court of equity, Merger has been duly executed and delivered by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyPeoples. (bc) Neither Except as disclosed in Peoples Disclosure Schedule 3.03(c), none of the execution and delivery of this AgreementAgreement by Peoples and Peoples Bank, the Warrant execution and delivery of the Agreement or the Warrant of Merger by the CompanyPeoples, nor the consummation by the Company Peoples and Peoples Bank of the transactions contemplated herebyhereby in accordance with the terms hereof, nor the consummation by Peoples of the transactions contemplated by the Agreement of Merger in accordance with the terms thereof, compliance by the Company Peoples with any of the terms or provisions hereofhereof or compliance by Peoples with any terms or provisions of the Agreement of Merger, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar other governing documents of any of its Subsidiariesinstrument, or Bylaws of Peoples or Peoples Bank, (ii) assuming that the consents and approvals referred to in Section 3.4 hereof set forth below are duly obtained andobtained, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Peoples or any of its Subsidiaries, Peoples Bank or any of their respective properties or assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Peoples or any of its Subsidiaries under, Peoples Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Peoples or any of its Subsidiaries Peoples Bank is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a material adverse effect on the business, operations, assets or financial condition of Market and Market Bank taken as a whole and which will not prevent or delay the consummation of the transactions contemplated hereby. Except as set forth in Peoples Disclosure Schedule 3.03(c) and for consents and approvals of or filings or registrations with or notices to the Commission, the Secretary of State of the State of Ohio, the OTS, the Superintendent and the stockholders of Peoples, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency, or non- governmental third party are required on behalf of Peoples or Peoples Bank in connection with (a) the execution and delivery of this Agreement and the Agreement of Merger by Peoples and (b) the consummation by Peoples and Peoples Bank of the transactions contemplated hereby or the consummation by Peoples of the transactions contemplated by the Agreement of Merger. (d) Neither Peoples nor Peoples Bank is in default or in non- compliance, which default or non-compliance would have a material adverse effect on the business, operations, assets or financial condition of Peoples and Peoples Bank taken as a whole or the transactions contemplated hereby, under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, whether entered into in the ordinary course of business or otherwise and whether written or oral, and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default or non-compliance.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyTransactions (other than the Second Merger). The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Transactions (other than the Second Merger) have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has directed determined that this Agreement and the transactions contemplated hereby terms of the Merger and the related Transactions (other than the Second Merger) are advisable and in the best interests of the Company and its stockholders, has approved the Company Matters and has directed that the Company Matters be submitted to the Company’s shareholders stockholders for approval at a duly held meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for receipt of the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholders, no other corporate proceedings on holders of at least two-thirds of the part shares of the Company or Common Stock entitled to vote to approve the Company Bank are necessary Matters pursuant to approve this Agreement, the Warrant Agreement Merger and the Warrant and to consummate other Transactions (other than the transactions contemplated herebySecond Merger) have been authorized by all necessary corporate action. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated herebyTransactions (other than the Second Merger), nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation Company Articles or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesBylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3(a) and Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Company or Company, any of its Subsidiaries, Consolidated Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation that would not, individually or in the aggregate, reasonably be bound expected to have a Material Adverse Effect with respect to the Company. (c) Neither the consummation by the Company of the Transactions nor compliance by the Company with any of the terms or affectedprovisions of this Agreement will, assuming that the consents, rating agency confirmations, approvals, authorizations, notices and filings Previously Disclosed are duly obtained or made, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, confirmation, approval or authorization of, or notice to or filing with any third-party with respect to, any of the terms, conditions or provisions of any Company Managed Fund Contract.

Authority; No Violation. (a) The Company Pinnacle has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger shareholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby (including the Merger) have been duly and validly approved by the Board of Directors of the CompanyPinnacle. The Board of Directors of Pinnacle has determined that the Company transactions contemplated hereby (including the Merger), on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Pinnacle and its shareholders, has directed that adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to the CompanyPinnacle’s shareholders for approval at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for (i) the adoption approval of this Agreement by the requisite affirmative vote of a majority of all the Companyvotes entitled to be cast on this Agreement by all shares of Pinnacle Common Stock entitled to vote on this Agreement (the “Requisite Pinnacle Vote”), (ii) the approval of the Bank Merger Agreement by Pinnacle as Pinnacle Bank’s shareholderssole shareholder and (iii) the Newco Shareholder Approval, no other corporate proceedings on the part of the Company or the Company Bank Pinnacle are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company ▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by ParentSynovus) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyPinnacle, enforceable against the Company Pinnacle in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyPinnacle, nor the consummation by the Company Pinnacle of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by the Company Pinnacle with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company Pinnacle Articles or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Pinnacle Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 6.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Pinnacle or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Pinnacle or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Pinnacle or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Synovus.

Authority; No Violation. (a) The Company Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement to perform its obligations hereunder and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have Merger has been duly and validly approved by the unanimous vote of the Board of Directors of each of Parent and Merger Sub, not subsequently rescinded or modified in any way as of the Companydate hereof. The Board of Directors of each of Parent and Merger Sub has determined that the Company has directed that Merger, on the terms and conditions set forth in this Agreement and Agreement, is in the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting best interests of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no company and its stockholders. No other corporate proceedings on the part of the Company either Parent or the Company Bank Merger Sub are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyhereby (including the Merger) and perform Parent’s obligations hereunder. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and (assuming due authorization, execution and delivery by ParentCompany) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company Parent in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe Enforceability Exceptions). (b) Neither the execution and delivery of this AgreementAgreement and the other Transaction Documents to which Parent or Merger Sub is a party by Parent or Merger Sub, the Warrant Agreement or the Warrant by the Companyas applicable, nor the consummation by the Company Parent or Merger Sub of the transactions contemplated herebyhereby or thereby, nor compliance by the Company Parent or Merger Sub with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the (A) Parent’s Amended and Restated Certificate of Incorporation or By-Laws Incorporation, as amended, and Amended and Restated Bylaws, as amended, each as in effect as of the Company date of this Agreement (together, the “Parent Organizational Documents”) or the (B) Merger Sub’s certificate of incorporation, by-laws or similar governing documents as amended, and bylaws, as amended, each as in effect as of any the date of its Subsidiaries, this Agreement (the “Merger Sub Organizational Documents”) or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xC) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company Parent, Merger Sub or any of its Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (yD) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Parent, Merger Sub or any of its their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company Parent, Merger Sub or any of its their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of this clause (ii)(D)) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations which would not reasonably be expected to have, either individually or in the aggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) The Company Each of TD and Berlin Mergerco has full corporate power and authority to execute and deliver this Agreement and, in the case of TD, the Stockholders Agreement, the Warrant Agreement and the Warrant andagreements and instruments contemplated hereby and thereby, subject and to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger perform its obligations hereunder and (ii) the other approvals listed in Section 3.4 thereunder, and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and, in the case of TD, the Stockholders Agreement, the Warrant Agreement and the Warrant agreements and instruments contemplated hereby and thereby, and the performance and consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board all requisite corporate and stockholder action of Directors of the Company. The Board of Directors of the Company has directed that this Agreement TD and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders andBerlin Mergerco, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, and no other corporate or stockholder proceedings on the part of the Company TD or the Company Bank Berlin Mergerco are necessary to approve this Agreement or, in the case of TD, the Stockholders Agreement, or the Warrant Agreement agreements and the Warrant and instruments contemplated hereby or thereby, or to perform or to consummate the transactions contemplated herebyhereby and thereby, except that TD, as sole stockholder of Berlin Mergerco, shall adopt this Agreement in respect of the Acquisition Merger prior to the Acquisition Merger Effective Time. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company TD and Berlin Mergerco and (assuming due authorization, execution and delivery by ParentBanknorth and Banknorth Delaware) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyTD and Berlin Mergerco, enforceable against the Company TD and Berlin Mergerco in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither Except as set forth in Section 4.3(b) of the TD Disclosure Schedule, neither the execution and delivery of this AgreementAgreement by TD and Berlin Mergerco, nor the Warrant execution and delivery of the Stockholders Agreement or the Warrant by the CompanyTD, nor the consummation by the Company TD and Berlin Mergerco of the transactions contemplated herebyhereby or thereby, nor compliance by the Company TD and Berlin Mergerco with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the Certificate of Incorporation charter or By-Laws laws of the Company TD or the certificate of incorporation, byincorporation or By-laws or similar governing documents of any of its Subsidiaries, Berlin Mergerco or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company TD or Berlin Mergerco or any of its Subsidiaries, their respective Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company TD or Berlin Mergerco or any of its their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company TD or Berlin Mergerco or any of its their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or other events which either individually or in the aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on TD. (c) The Stockholders Agreement has been duly and validly executed and delivered by TD and (assuming due authorization, execution and delivery by Banknorth and Banknorth Delaware) constitutes a valid and binding obligation of TD enforceable against TD in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) The Company Seller has full requisite corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly duly, validly authorized and validly approved by the Board of Directors of the CompanySeller Board. The Seller Board has determined that the Merger, on substantially the terms and conditions set forth in this Agreement, is in the best interests of Directors of the Company Seller and its shareholders. The Seller Board has directed that the Merger, on substantially the terms and conditions set forth in this Agreement, be submitted to Seller’s shareholders for consideration at a duly held meeting of such shareholders and has recommended that Seller’s shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except hereby. Except for the adoption approval of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Seller Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of the Company or the Company Bank Seller are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Seller and (assuming due authorization, execution and delivery by ParentBuyer) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and any bank regulatory powers and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Seller nor the consummation by the Company Seller of the transactions contemplated hereby, nor compliance by the Company Seller with any of the terms or provisions hereofof this Agreement, will (i) assuming that shareholder approval referred to in Section 3.3(a) has been obtained, violate any provision of the Certificate of Incorporation or By-Laws of the Company Seller Articles or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Seller Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to the Company or Seller, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Seller or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Seller or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger stockholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of the CompanyParent. The Board of Directors of Parent has determined that the Company Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s stockholders for adoption and has adopted a resolution to the Company’s shareholders foregoing effect. Except for approval at a meeting of such shareholders and, except for (i) the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Parent Common Stock and (ii) the approval of the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of votes cast on the approval of such issuance (collectively, the “Requisite Parent Vote”), the adoption and approval of the Bank Merger Agreement by Parent as its sole stockholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of the Company or the Company Bank Parent are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Parent and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityParent Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of Parent Common Stock), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past stockholder of Parent will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyParent, nor the consummation by the Company Parent of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by the Company Parent with any of the terms or provisions hereof, will (i) violate any provision of the Parent Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesParent Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Parent, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) The Company W▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger stockholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby (including the Merger, the Bank Merger and the W▇▇▇▇▇▇ Certificate Amendment) have been duly and validly approved by the Board of Directors of the CompanyW▇▇▇▇▇▇. The Board of Directors of W▇▇▇▇▇▇ has determined that the Company Merger, on the terms and conditions set forth in this Agreement, is in the best interests of W▇▇▇▇▇▇ and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders W▇▇▇▇▇▇’▇ stockholders for approval adoption at a meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the requisite affirmative vote of the Companyholders of a majority of the outstanding shares of W▇▇▇▇▇▇ Common Stock entitled to vote on this Agreement, (ii) the adoption and approval of the W▇▇▇▇▇▇ Certificate Amendment by the affirmative vote of the holders of a majority of the outstanding shares of W▇▇▇▇▇▇ Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, the “Requisite W▇▇▇▇▇▇ Vote”), (iii) the adoption, approval and filing of a Certificate of Designation with respect to the New W▇▇▇▇▇▇ Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the Bank Merger Agreement by the Board of Directors of W▇▇▇▇▇▇ Bank and W▇▇▇▇▇▇ as W▇▇▇▇▇▇ Bank’s shareholderssole stockholder and (v) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other corporate proceedings on the part of the Company or the Company Bank W▇▇▇▇▇▇ are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company W▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by ParentSterling) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyW▇▇▇▇▇▇, enforceable against the Company W▇▇▇▇▇▇ in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityW▇▇▇▇▇▇ Common Stock and New W▇▇▇▇▇▇ Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite W▇▇▇▇▇▇ Vote), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past stockholder of W▇▇▇▇▇▇ will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyW▇▇▇▇▇▇, nor the consummation by the Company W▇▇▇▇▇▇ of the transactions contemplated hereby, including the Bank Merger, nor compliance by the Company W▇▇▇▇▇▇ with any of the terms or provisions hereof, will (i) violate any provision of the W▇▇▇▇▇▇ Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesW▇▇▇▇▇▇ Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or W▇▇▇▇▇▇, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company W▇▇▇▇▇▇ or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company W▇▇▇▇▇▇ or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or affecteddefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on W▇▇▇▇▇▇.

Authority; No Violation. (a) The Company Subject to the approval of this Agreement and the transactions contemplated hereby by the shareholders of 1st United, and subject to the parties obtaining all necessary regulatory approvals, 1st United has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof and FUB has full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby in accordance with the terms thereof. On or prior to the date of this Agreement, 1st United’s Board of Directors, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, (i) determined that this Agreement and the Merger are fair to and in the best interests of 1st United and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby and (iii) resolved to recommend that the shareholders of 1st United approve this Agreement at the 1st United Shareholders Meeting (the “1st United Recommendation”). The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company1st United. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except FUB. Except for the adoption of this Agreement by the requisite vote of the Company’s shareholdersapprovals described in paragraph (b) below, no other corporate proceedings on the part of the Company 1st United or the Company Bank FUB are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (1st United and, assuming due authorization, and valid execution and delivery of this Agreement by Parent) this AgreementValley, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company1st United, enforceable against the Company 1st United in accordance with its terms, except subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally and subject, as enforcement may be limited by to enforceability, to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by 1st United or the Warrant execution and delivery of the Bank Merger Agreement by the CompanyFUB, nor the consummation by the Company 1st United of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by FUB of the transactions contemplated thereby in accordance with the terms thereof, nor or compliance by the Company 1st United with any of the terms or provisions hereofhereof or compliance by FUB with any of the terms of provisions thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation1st United Charter Documents, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof set forth below are duly obtained andobtained, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company 1st United or any of its Subsidiaries, FUB or any of their respective properties or assets, or (yiii) except as set forth in the 1st United Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company 1st United or any of its Subsidiaries FUB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company 1st United or any of its Subsidiaries FUB is a party, or by which they either or both of them or any of their respective properties or assets may be bound or affectedaffected except, with respect to (ii) and (iii) above, such as individually and in the aggregate will not have a Material Adverse Effect on 1st United. Except for consents and approvals of or filings or registrations with or notices to the Office of the Comptroller of the Currency (the “OCC”), the FDIC (including the consent to the assignment of the Shared-Loss Agreements (as hereinafter defined), the Board of Governors of the Federal Reserve System (the “FRB”), the OFR, the Florida Department of State, the SEC, and the shareholders of 1st United, or as listed in the 1st United Disclosure Schedule, no consents or approvals of or filings or registrations with or notices to any federal or state governmental authority, instrumentality or administrative agency or, to the knowledge of 1st United, any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on 1st United or FUB) are necessary on behalf of 1st United or FUB in connection with (x) the execution and delivery by 1st United of this Agreement and (y) the consummation by 1st United of the transactions contemplated hereby and (z) the execution and delivery by FUB of the Bank Merger Agreement and the consummation by FUB of the transactions contemplated thereby. To the knowledge of 1st United, there is no reason why the consents and approvals referenced in the preceding sentence will not be obtained in a timely fashion.

Authority; No Violation. (a) The Company OLB has full the corporate power and authority necessary to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) receipt of all bank regulatory consents, waivers and approvals required to effectuate the Merger described in OLB Disclosure Schedule 4.4 and (ii) the other approvals listed in Section 3.4 and (y) the approval of the CompanyMerger by the holders of OLB Common Stock as required by OLB’s shareholders as contemplated hereinarticles of incorporation and bylaws and the MGCL, to consummate the transactions contemplated herebyContemplated Transactions and to otherwise perform its obligations under this Agreement. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant by OLB and the consummation by OLB of the transactions contemplated hereby Contemplated Transactions, up to and including the Merger, have been duly and validly approved authorized by the Board board of Directors directors of the Company. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders OLB and, except for the adoption of this Agreement approval by the requisite vote holders of OLB Common Stock as required by OLB’s articles of incorporation and bylaws and the Company’s shareholdersMGCL, no other corporate proceedings on the part of the Company or the Company Bank OLB are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated herebyContemplated Transactions. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by OLB and, assuming the Company and (assuming due authorization, execution and delivery of this Agreement by Parent) this AgreementBYBK, the Warrant Agreement and the Warrant constitute constitutes a legal, valid and binding obligations obligation of the CompanyOLB, enforceable against the Company OLB in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and insolvency, reorganization, receivership, conservatorship, moratorium or similar laws Laws affecting the enforcement of creditors’ rights generally and remedies generallyexcept that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Neither the The execution and delivery of this AgreementAgreement by OLB, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated herebyContemplated Transactions, nor and the compliance by the Company OLB with any of the terms or provisions hereof, subject to the receipt of all consents, waivers and approvals described in OLB Disclosure Schedule 4.4, the approval of the Merger by the holders of OLB Common Stock as required by OLB’s articles of incorporation and bylaws and the MGCL, OLB’s and BYBK’s compliance with any conditions contained in this Agreement, and compliance by OLB or any OLB Subsidiary with any of the terms or provisions hereof, do not and will not: (i) violate Conflict with, or result in a breach of, any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or OLB Governing Documents; (ii) assuming that the consents and approvals referred to Violate, or constitute or result in Section 3.4 hereof are duly obtained anda default under, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleor require any consent, (x) violate waiver, approval or similar action pursuant to, any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company OLB or any of its Subsidiaries, OLB Subsidiary or any of their respective properties or assets, except where such violation would not have a Material Adverse Effect; or (iii) Except as described in OLB Disclosure Schedule 4.3(b) or (y) pursuant to which consent or notification is required as set forth in OLB Disclosure Schedule 4.4, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of of, or a right of termination or cancellation underacceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company OLB or any of its Subsidiaries under, OLB Subsidiary under any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company OLB or any of its Subsidiaries OLB Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation would not have a Material Adverse Effect on OLB. (c) Old Line has all requisite corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the receipt of all consents described in OLB Disclosure Schedule 4.4, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly authorized by the board of directors of Old Line and, other than the approval of the Bank Merger Agreement by OLB as the sole stockholder of Old Line as required by Law, no further corporate proceedings of Old Line are needed to execute and deliver the Bank Merger Agreement and consummate the transactions contemplated thereby. OLB, as the sole stockholder of Old Line, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Old Line on the date of this Agreement. The Bank Merger Agreement has been duly authorized and, assuming the due authorization, execution and delivery of the Bank Merger Agreement by Bay Bank, will be a legal, valid and binding agreement of Old Line enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. At the Closing, all other Contracts, documents and instruments to be executed and delivered by Old Line that are referred to in the Bank Merger Agreement, if any, will have been duly executed and delivered by Old Line and, assuming due authorization, execution and delivery by the counterparties thereto, will constitute the legal, valid and binding obligations of Old Line, enforceable against Old Line in accordance with their respective terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (d) The approval of the Merger by the holders of OLB Common Stock is the only vote of holders of any class of OLB capital stock necessary to adopt and approve this Agreement and the Contemplated Transactions. The affirmative vote of Persons holding at least two-thirds of the issued and outstanding shares of OLB Common Stock as of the record date for the OLB Common Stockholders’ Meeting is required to approve the Merger under the MGCL and OLB’s articles of incorporation and bylaws. (e) OLB’s board of directors, by resolution duly adopted by the unanimous vote of the entire board of directors at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions, including the Merger, are advisable and are in the best interests of OLB and its stockholders, (ii) authorized and approved this Agreement and the Contemplated Transactions, (iii) directed that the Merger be submitted for consideration at the OLB Common Stockholders’ Meeting, and (iv) recommended that its stockholders approve the Merger.

Authority; No Violation. (a) The Company Each of Knight, the Company, Merger Sub A, Merger Sub B and Merger Sub C (collectively, the “Knight Companies”) has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval and adoption of this Agreement and the Company’s shareholders as contemplated hereinKnight Merger by the stockholders of Knight (solely in the case of Knight), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of the CompanyKnight Companies. The Board of Directors of each of the Company Knight Companies has determined that this Agreement is advisable and in the best interests of its respective stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders its respective stockholders for approval at and adoption and has adopted a meeting of such shareholders and, except resolution to the foregoing effect. Except for the approval and adoption of this Agreement and the Knight Merger by the requisite affirmative vote of the Company’s shareholders, holders of a majority of the outstanding Knight Common Stock (the “Knight Stockholder Approval”) no other corporate proceedings on the part of the Company or the Company Bank Knight Companies are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by each of the Company Knight Companies, and (assuming due authorization, execution and delivery by ParentGETCO and Blocker) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyKnight Companies, enforceable against the Company each such party in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement, Agreement by any of the Warrant Agreement or the Warrant by the Company, Knight Companies nor the consummation by any of the Company Knight Companies of the transactions contemplated hereby, nor compliance by any of the Company Knight Companies with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation Knight Certificate, Knight Bylaws or By-Laws the Knight Subsidiary Governing Documents, or any provision of the Company or the certificate of incorporation, by-laws or similar governing organizational documents of any of its Subsidiariesthe Company, Merger Sub A, Merger Sub B or Merger Sub C, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to the Company or Knight, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or any of the other Knight Companies, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Knight or any of its Subsidiaries under(including the other Knight Companies), under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, licensePermit, leaseContract, agreement bylaw or other instrument or obligation to which the Company Knight or any of its Subsidiaries (including the other Knight Companies) is a party, party or by which they any of them or any of their respective properties or assets may is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be bound or affectedexpected to have, a Material Adverse Effect on Knight.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger shareholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of the Company, and the Board of Directors of the Company has adopted this Agreement. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the Company as its sole shareholder, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of the Company of an advisory (non-binding) vote on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation Company Articles or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Each of Parent and Merger Sub has full the corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement by Parent and the Warrant Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent (the Company. The “Parent Board”), the Board of Directors of Merger Sub (the Company “Merger Sub Board”) and Parent, as the sole stockholder of Merger Sub. The Parent Board and the Merger Sub Board have determined that this Agreement and the transactions contemplated hereby are in the best interests of Parent and Merger Sub and their respective stockholders and the Parent Board has directed that this Agreement and the transactions contemplated hereby and the issuance of the Merger Consideration (the “Share Issuance”) be submitted to the CompanyParent’s shareholders stockholders for approval at a duly held meeting of such shareholders stockholders (the “Parent Stockholders Meeting”) and, except for the adoption approval of this Agreement and the transactions contemplated hereby and the Share Issuance by the requisite vote a majority of the Company’s shareholdersholders of Parent Common Stock, present in person or by proxy at the Parent Stockholder Meeting (“Parent Stockholder Approval”), no other corporate proceedings on the part of the Company Parent or the Company Bank Merger Sub are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Parent and by Merger Sub and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement, constitute the Warrant Agreement and the Warrant constitute valid and binding obligations of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, their terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe Bankruptcy Exception). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by Parent or the Warrant by the CompanyMerger Sub, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company Parent or Merger Sub, as applicable, with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Charter, the Company Parent Bylaws, the Merger Sub Charter or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Merger Sub Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Injunction or injunction Law applicable to the Company or Parent, any of its Subsidiaries, the Parent Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Parent or any of its the Parent Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its the Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults referred to in clause (ii) that would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

Authority; No Violation. (a) The Company Each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 has full all requisite corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board Boards of Directors Governors of each of FSIC II, including all of the CompanyIndependent Governors of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3. The Board of Directors Governors of FSIC II, including all of the Company Independent Governors of FSIC II, has directed unanimously determined that this Agreement and the transactions contemplated hereby terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC II, determined that the interests of FSIC II’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC II Matters and has directed that the FSIC II Matters be submitted to the CompanyFSIC II’s shareholders stockholders for approval at a duly held meeting of such shareholders and, except stockholders (the “FSIC II Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the FSIC II Requisite Vote and the adoption of this Agreement by the requisite vote FSIC II, in its capacity as sole stockholder of the Company’s shareholders, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this AgreementMerger Sub 2, the Warrant Agreement Mergers and the Warrant and to consummate the transactions contemplated herebyother Transactions have been authorized by all necessary corporate action. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 and (assuming due authorization, execution and delivery by Parenteach Company) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Companyeach of FSIC II, Merger Sub 1, Merger Sub 2, and Merger Sub 3, enforceable against the Company each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this AgreementAgreement by FSIC II, the Warrant Agreement Merger Sub 1, Merger Sub 2 or the Warrant by the CompanyMerger Sub 3, nor the consummation by the Company FSIC II, Merger Sub 1, Merger Sub 2 or Merger Sub 3 of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by the Company with any of the terms FSIC II, Merger Sub 1, Merger Sub 2 or provisions hereof, Merger Sub 3 will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company FSIC II Charter, FSIC II Bylaws or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub 1, Merger Sub 2 or Merger Sub 3 or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3(a) and Section 3.4 hereof are duly obtained andand/or made, (A) violate any Law or Order applicable to FSIC II or any of its Consolidated Subsidiaries or (B) except as set forth in Section 3.3(b) of the Company Disclosure Scheduleany Contract that was Previously Disclosed, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company FSIC II or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company FSIC II or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be bound or affectedexpected to have a Material Adverse Effect on FSIC II.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has directed Company, at a meeting duly called and held, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement and the transactions contemplated hereby be submitted by this Agreement, including the Merger are fair to and in the best interests of the Company and its stockholders, (ii) declaring the advisability of this Agreement, (iii) approving this Agreement and transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions herein, (iv) recommending that the Company’s shareholders stockholders adopt this Agreement in accordance with the DGCL and (v) directing that the adoption of this Agreement be submitted for approval consideration of the Company’s stockholders at a meeting duly called and held for such purpose. As of such shareholders andthe date hereof, except none of the aforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified. (b) Except for the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, Agreement or the Warrant Agreement and the Warrant and Merger or to consummate the other transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity (the “Enforceability Exceptions”). (bc) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement contract, agreement, or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except in the case of clause (ii) above for such violations, conflicts, breaches, losses of benefit, defaults, terminations, cancellations, accelerations or affectedcreations which would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby.

Authority; No Violation. (a) The Company Xenith has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the CompanyXenith. The Board of Directors of Xenith has determined in its good faith business judgment that the Company Merger (including the Plan of Merger), on the terms and conditions set forth in this Agreement, is in the best interests of Xenith and its shareholders and has directed that this Agreement and the transactions contemplated hereby Plan of Merger be submitted to the CompanyXenith’s shareholders for approval at a meeting of such shareholders and, except and has adopted resolutions to the foregoing effect. Except for the approval of the Plan of Merger by the affirmative vote of the holders of a majority of the outstanding shares of Xenith Common Stock (the “Requisite Xenith Vote”), and the adoption and approval of this the Bank Merger Agreement by the requisite vote Board of the Company’s shareholdersDirectors of Xenith Bank and Xenith as its sole shareholder, no other corporate proceedings on the part of the Company or the Company Bank Xenith are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Xenith and (assuming due authorization, execution and delivery by ParentHRB) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyXenith, enforceable against the Company Xenith in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Xenith nor the consummation by the Company Xenith of the transactions contemplated hereby, nor compliance by the Company Xenith with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company Xenith Articles or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Xenith Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Xenith or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Xenith or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Xenith or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Xenith.

Authority; No Violation. (a) The Company Parent has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the partiesParties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval 4.4 of the Company’s shareholders as contemplated hereinthis Agreement, to consummate the transactions contemplated hereby and the Parent’s Bank Subsidiary has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.4 of this Agreement, to consummate the transactions contemplated by the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, Parent’s Board of Directors has (i) determined that this Agreement and the Merger are fair to and in the best interests of Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable and (ii) approved this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyParent. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyParent’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no Bank. No other corporate proceedings on the part of the Company Parent or the Company Parent’s Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Parent and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyParent, enforceable against the Company Parent in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws Laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by Parent or the Warrant execution and delivery of the Bank Merger Agreement by the CompanyParent’s Bank, nor the consummation by the Company Parent of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by the Parent’s Bank of the transactions contemplated by the Bank Merger Agreement in accordance with the terms thereof, nor or compliance by the Company Parent with any of the terms or provisions hereofhereof or compliance by the Parent’s Bank with any of the terms or provisions of the Bank Merger Agreement, will (i) violate any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of the Company Parent or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 of this Agreement are duly obtained and, and except as set forth in Section 3.3(b4.3(b) of the Company Parent Disclosure Schedule, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Company Parent or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on Parent.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger Option Agreement and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Board of Directors of the CompanyCompany by a unanimous vote thereof. The Board of Directors of Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the requisite affirmative vote of a majority of all the Company’s shareholdersvotes entitled to be cast by holders of outstanding Company Common Stock, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement or the Option Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyhereby and thereby. This Agreement, the Warrant Agreement and the Warrant Option Agreement have been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentPurchaser and Merger Sub, as applicable) this Agreement, constitute the Warrant Agreement and the Warrant constitute valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, their respective terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant Option Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyhereby and thereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement or the Option Agreement, will (i) violate any provision of the Certificate of Incorporation Company Articles or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as would not reasonably be bound expected, individually or affectedin the aggregate, to have a Material Adverse Effect on Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the Warrant Agreement and the Warrant Company and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyCompany (the “Company Board”). The Company Board of Directors has determined that this Agreement and the transactions contemplated hereby are in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby by this Agreement be submitted to the Company’s shareholders stockholders for approval adoption at a duly held meeting of such shareholders stockholders (the “Company Stockholders Meeting”) and, except for the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Company Common Stock entitled to vote at such meeting, voting together as a single class (“Company Stockholder Approval”), no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors’ rights and the availability of equitable remedies generally(such exception, the “Bankruptcy Exception”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation Company Charter or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, ordinanceorder, writ, edict, decree, rule, regulation, judgmentjudgement, orderruling, writpolicy, decree guideline or injunction requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to the Company or Company, any of its Subsidiaries, the Company Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults referred to in clause (ii) that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (c) Prior to the execution of this Agreement, to the extent necessary, the Compensation Committee of the Company Board took such action as may be required to assure the treatment of Company Stock Options contemplated by Exhibit 6.7(b) operates as therein provided with the result that, immediately after the Effective Time, all options and other rights awarded under the Company Stock Plans shall be extinguished without further action.

Authority; No Violation. (a) The Company FCB has full corporate power and authority to execute and deliver each of this Agreement, the Warrant Agreement Plan of Merger and the Warrant andOption Agreements, subject to (x) the parties’ obtaining (i) all bank shareholder and regulatory approvals required to effectuate the Merger approvals, and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Warrant Agreement Plan of Merger and the Warrant Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the CompanyFCB. The Board of Directors of the Company FCB has directed that this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby be submitted to the Company’s FCB's shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of FCB Common Stock, no other corporate proceedings on the part of the Company or the Company Bank FCB are necessary to approve this Agreement, the Warrant Agreement Plan of Merger and the Warrant Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. This Agreement, the Warrant Agreement and the Warrant Option Agreements have been duly and validly executed and delivered by the Company FCB and (assuming due authorization, execution and delivery by ParentOSB) this Agreement, the Warrant Agreement and the Warrant constitute valid and binding obligations of the CompanyFCB, enforceable against FCB in accordance with their respective terms. Furthermore, the Company Plan of Merger, when executed and delivered by FCB and (assuming due authorization, execution and delivery by OSB), shall constitute a valid and binding obligation of FCB, enforceable against FCB in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) The Company Buyer has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject each Ancillary Agreement to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger which it is party and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares). The execution and delivery by Buyer of this Agreement, the Warrant Agreement and the Warrant each Ancillary Agreement to which it is party and the consummation by Buyer of the transactions contemplated hereby and thereby (including the issuance of the Buyer Note and the Buyer Shares) have been duly and validly approved authorized by the Board of Directors of the CompanyBuyer. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no No other corporate proceedings on the part of the Company or the Company Bank Buyer are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or any Ancillary Agreement to which Buyer is party or to consummate the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares). This Agreement, the Warrant Agreement and the Warrant each Ancillary Agreement to which Buyer is party have been duly and validly executed and delivered by the Company Buyer and (assuming due authorization, execution and delivery by Parenteach other party thereto) this Agreement, the Warrant Agreement and the Warrant constitute valid and binding obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, their respective terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors’ rights and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery by Buyer of this Agreement, the Warrant Agreement or the Warrant by the Companyany Ancillary Agreement to which Buyer is a party, nor the consummation by the Company Buyer of the transactions contemplated herebyhereby and thereby (including the issuance of the Buyer Note and the Buyer Shares), nor compliance by the Company Buyer with any of the terms or provisions hereofof this Agreement or any Ancillary Agreement to which Buyer is a party, will (i) violate (A) any provision of the Certificate Governing Documents of Incorporation Buyer or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree regulation or injunction Order applicable to the Company Buyer or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contracts to which the Company Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii)(B) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Buyer.

Authority; No Violation. (a) The Company ▇▇▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) receipt of the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger Regulatory Approvals and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinits shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement by ▇▇▇▇▇▇▇▇ and the Warrant and the consummation completion by ▇▇▇▇▇▇▇▇ of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders ▇▇▇▇▇▇▇▇, and, except for the adoption approval of this Agreement by the requisite vote of the Company’s its shareholders, no other corporate proceedings on the part of the Company or the Company Bank ▇▇▇▇▇▇▇▇, are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇, and subject to the Company receipt of the Regulatory Approvals and (assuming due authorization, and valid execution and delivery of this Agreement by Parent) this AgreementVIST, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations of the Company▇▇▇▇▇▇▇▇, enforceable against the Company ▇▇▇▇▇▇▇▇ in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and remedies generallysubject, as to enforceability, to general principles of equity. (b) Neither Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals and the approval of its shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Merger Sub and the completion by Merger Sub of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Merger Sub, and, except for the approval of its sole shareholder, no other corporate proceedings on the part of Merger Sub, are necessary to complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by Merger Sub, and subject to the receipt of the Regulatory Approvals and due and valid execution and delivery of this Agreement by VIST, constitutes the valid and binding obligations of Merger Sub, enforceable against Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (c) Subject to receipt of Regulatory Approvals and VIST’s, ▇▇▇▇▇▇▇▇’, and Merger Sub’s compliance with any conditions contained therein, and to receipt of the approval of ▇▇▇▇▇▇▇▇’▇ shareholders, (A) the execution and delivery of this AgreementAgreement by ▇▇▇▇▇▇▇▇ and Merger Sub, the Warrant Agreement or the Warrant by the Company, nor (B) the consummation by the Company of the transactions contemplated hereby, nor and (C) compliance by the Company ▇▇▇▇▇▇▇▇ and Merger Sub with any of the terms or provisions hereof, hereof will not (i) violate conflict with or result in a breach of any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws incorporation or similar governing documents bylaws of ▇▇▇▇▇▇▇▇ or any of its Subsidiaries, or ▇▇▇▇▇▇▇▇ Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company ▇▇▇▇▇▇▇▇ or any of its Subsidiaries, ▇▇▇▇▇▇▇▇ Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, or result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company ▇▇▇▇▇▇▇▇ or any of its Subsidiaries under, ▇▇▇▇▇▇▇▇ Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company or any of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on ▇▇▇▇▇▇▇▇ or Merger Sub.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved and this Agreement duly adopted by the Board of Directors of the Company. The Board of Directors of the Company has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a duly held meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement and the transactions contemplated hereby by the requisite affirmative vote of (i) two-thirds of all the Company’s shareholders, votes entitled to be cast by holders of outstanding Voting Common Stock and Non-Voting Common Stock considered together and (ii) a majority of votes cast by each of the Voting Common Stock and Non-Voting Common Stock considered separately (the “Company Shareholder Approval”) no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the Merger, the Bank Merger or the other transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the Merger, the Bank Merger or the other transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation Company Articles, the Company Bylaws, or By-Laws similar documents of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Company’s Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writinjunction or decree issued, decree promulgated or injunction entered into by or with any Governmental Entity (each, a “Law”) applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) The Company Mercantile has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval each of the Company’s shareholders as contemplated herein, Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Warrant Agreement and each of the Warrant Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the CompanyMercantile. The Board of Directors of the Company Mercantile has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s Mercantile's shareholders for approval adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of two-thirds of the outstanding shares of Mercantile Common Stock entitled to vote thereon, no other corporate proceedings on the part of the Company or the Company Bank Mercantile are necessary to approve this Agreement, the Warrant Agreement and the Warrant Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. This Agreement, the Warrant Agreement and each of the Warrant Option Agreements have been duly and validly executed and delivered by the Company Mercantile and (assuming due authorization, execution and delivery by ParentFirstar) this Agreement, the Warrant Agreement and the Warrant constitute valid and binding obligations of the CompanyMercantile, enforceable against the Company Mercantile in accordance with its terms, their terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant Option Agreements by the CompanyMercantile, nor the consummation by the Company Mercantile of the transactions contemplated herebyhereby or thereby, nor compliance by the Company Mercantile with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the Certificate of Incorporation Mercantile Articles or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesLaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Mercantile, any of its Subsidiaries, Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or Mercantile, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or Mercantile, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on Mercantile.

Authority; No Violation. (a) The Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board board of Directors directors of Company, the Company. The Board board of Directors directors of the Company has directed determined that this Agreement and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of Company and its shareholders and has adopted a resolution recommending that this Agreement be submitted to the approved by Company’s shareholders for approval at a meeting of such shareholders and(the “Company Board Recommendation”), except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no other and all necessary corporate proceedings action in respect thereof on the part of Company has been taken, subject to the Company or the Company Bank are necessary to approve approval of this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated herebyhereby (including the Merger) by the affirmative vote of the Holders of two-thirds of the outstanding shares of Company Voting Common Stock (the “Requisite Shareholder Approval”). This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming Company. Assuming due authorization, execution and delivery by Parent) , this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether applied considered in a court of proceeding in equity or at law or a court of equity(collectively, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally“Remedies Exceptions”). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Certificate Company Articles of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents and approvals referred to in Section Sections 3.3(a) and 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien with respect thereto upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except, in the case of clause (ii) above, for such violations, conflicts, breaches, defaults or the loss of benefits which, either individually or in the aggregate, would not reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiaries.

Authority; No Violation. (a) The Company has full all requisite corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) obtaining the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinCompany Requisite Vote, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board of Directors of the CompanyCompany Board. The Company Board of Directors (on the recommendation of the Company Special Committee) has directed unanimously (i) determined that (A) this Agreement and the transactions contemplated hereby terms of the Mergers and the related Transactions are advisable, fair to and in the best interests of the Company and its stockholders and (B) the interests of the Company’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and other Company Matters), (iii) directed that the approval of the Company Matters be submitted to the Company’s shareholders for approval stockholders at a duly held meeting of such shareholders and, except stockholders (the “Company Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Company approve the Company Matters. Except for receipt of the adoption approval of this Agreement the Company Matters by the requisite affirmative vote of the Company’s shareholdersholders of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matters to be approved at the Company Stockholders Meeting (the “Company Requisite Vote”), no the Merger and the other Transactions have been authorized by all necessary corporate proceedings action on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated herebyCompany. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreementthe Acquiror, the Warrant Agreement Merger Sub and the Warrant constitute Acquiror Adviser) constitutes the valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity (the “Enforceability Exception”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated herebyTransactions, nor compliance the performance of this Agreement by the Company with any of the terms or provisions hereofCompany, will (i) violate any provision of the Certificate of Incorporation Company Charter or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.3(a) and Section 3.4 hereof are duly obtained and, except as set forth and/or made and the repayment in full of all obligations under the Company Credit Agreement pursuant to Section 3.3(b) 7.19 and termination of the Company Disclosure Schedulecommitments thereunder, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, Consolidated Subsidiaries or (yB) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be bound or affectedexpected to be material to the Company and its Consolidated Subsidiaries, taken as a whole.

Authority; No Violation. (a) The Company Each of SIC and Merger Sub has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinSIC Stockholder Approval, to consummate the transactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the approval and adoption of this Agreement by the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement). The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors SIC Board, acting upon recommendation of the CompanySIC Special Committee, and the Merger Sub Board. The Merger Sub Board of Directors of the Company has directed (i) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the sole stockholder of Merger Sub for its adoption, and (iv) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the CompanySIC’s shareholders stockholders for approval and adoption at a duly held meeting of such shareholders andstockholders, except together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement the SIC Matters by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of SIC Common Stock (the “SIC Stockholder Approval”) at the SIC Stockholder Meeting and the approval by SIC, in its capacity as the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of the Company SIC or the Company Bank Merger Sub are necessary to approve the Merger, this Agreement, the Warrant Agreement and issuance of the Warrant and to consummate Merger Shares or the other transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company SIC and Merger Sub (assuming due authorization, execution and delivery by ParentMDLY) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Companyeach of SIC and Merger Sub, enforceable against SIC and Merger Sub, as the Company case may be, in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by SIC or the Warrant by the Company, Merger Sub nor the consummation by the Company SIC or Merger Sub of the transactions contemplated hereby, nor compliance by the Company SIC or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SIC Charter, SIC Bylaws, Merger Sub Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 5.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Applicable Law applicable to the Company Merger Sub, SIC or any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Merger Sub, SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which the Company Merger Sub, SIC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, the “SIC Contracts”).

Authority; No Violation. (a) The Company ▇▇▇▇▇ has full corporate the requisite limited liability company power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation by ▇▇▇▇▇ of the transactions contemplated hereby have been duly and validly approved authorized by all necessary limited liability company actions on the Board part of Directors ▇▇▇▇▇. Except for the Required ▇▇▇▇▇ Vote, the calling of the Company. The Board of Directors ▇▇▇▇▇ Shareholder Meeting, and the filing of the Company has directed that this Agreement and Certificate of Second Merger with the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholdersDSS, no other corporate limited liability company proceedings on the part of ▇▇▇▇▇ or vote, consent or approval of the Company or the Company Bank are ▇▇▇▇▇ Shareholders is necessary to approve adopt this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company ▇▇▇▇▇ and (assuming due authorization, execution and delivery by ParentMercury, New Holdco, Merger Sub 1 and Merger Sub 2) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Company▇▇▇▇▇, enforceable against the Company ▇▇▇▇▇ in accordance with its terms, terms (except as enforcement may be limited by general principles bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of equitycreditors generally and the availability of equitable remedies). On or prior to the date hereof, whether applied in a court of law or a court of equitythe ▇▇▇▇▇ Board unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Second Merger, are consistent with, and by bankruptcywill further the business strategies and goals of ▇▇▇▇▇ and are advisable, insolvency fair to, and similar laws affecting creditors’ rights in the best interests of, ▇▇▇▇▇ and remedies generallythe ▇▇▇▇▇ Shareholders, (ii) approving and declaring the advisability of this Agreement and the transactions contemplated hereby, including the Second Merger, and (iii) subject to the terms and conditions of Section 6.10, recommending that the ▇▇▇▇▇ Shareholders vote to adopt this Agreement. (b) Neither None of the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Companyother Transaction Documents, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, nor compliance by the Company ▇▇▇▇▇ with any of the terms or provisions hereof, hereof or thereof will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, ▇▇▇▇▇ Organizational Documents or (ii) assuming that the consents consents, approvals and approvals filings referred to in clauses (i) through (iv) of Section 3.4 hereof 3.5 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Company or ▇▇▇▇▇, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, require any consent under, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of change adversely any lien, pledge, security interest, charge right or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other binding instrument or obligation obligation, whether written or unwritten (collectively, “Contracts”), to which the Company ▇▇▇▇▇ or any of its Subsidiaries is a party, or by which they or (C) result in the creation of any Lien (other than a Permitted Lien) upon any of their the respective properties or assets may of ▇▇▇▇▇ or any of its Subsidiaries, except, with respect to clause (ii), as would not be bound reasonably likely to have, either individually or affectedin the aggregate, a Material Adverse Effect on ▇▇▇▇▇.

Authority; No Violation. (a) The Company No Authorizations (the "InterCept Approvals") are necessary on behalf of InterCept in connection with (i) the execution and delivery by InterCept of this Agreement, (ii) the consummation by InterCept of the transactions contemplated hereby and thereby, (iii) the Exchange and the documents, agreements and instruments executed or to be executed with respect to the Exchange (the "Exchange Documents") to which InterCept is or will be a party; (iv) the performance of InterCept's obligations under this Agreement, the other Contribution Agreements and the Exchange Documents, other than such as have been obtained or waived. InterCept has the full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement other Contribution Agreements and the Warrant andExchange Documents to which it is a party, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, the Warrant Agreement Contribution Agreements and the Warrant Exchange Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of InterCept in accordance with the CompanyArticles of Incorporation and Bylaws of InterCept and with applicable Laws. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no other No corporate proceedings on the part of the Company or the Company Bank InterCept are necessary for InterCept to approve execute and deliver this Agreement, the Warrant Agreement other Contribution Agreements and the Warrant Exchange Documents to which it is a party, and for InterCept to consummate be bound by the transactions contemplated herebyterms hereof and thereof. This Agreement, the Warrant Agreement other Contribution Agreements and the Warrant Exchange Documents to which InterCept is a party have been duly and validly executed and delivered by InterCept and constitute the Company and (assuming due authorization, execution and delivery by Parent) this Agreement, the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Company, InterCept enforceable against the Company InterCept in accordance with its and their terms, except as enforcement to the extent that enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or other Contribution Agreements and the Warrant Exchange Documents by the CompanyInterCept, nor the consummation by the Company InterCept of the transactions contemplated herebyhereby or thereby in accordance with the terms hereof or thereof, nor compliance by the Company InterCept with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the Certificate InterCept's Articles of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesBylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Schedule, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to the Company InterCept or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) The Company First Financial has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger shareholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the CompanyFirst Financial. The Board of Directors of First Financial has determined that the Company Merger, on the terms and conditions set forth in this Agreement, is in the best interests of First Financial and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyFirst Financial’s shareholders for approval adoption at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of two-thirds of the outstanding shares of First Financial Common Stock (the “Requisite First Financial Vote”) and the adoption and approval of the Bank Merger Agreement by First Financial Bank and First Financial as its sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, no other corporate proceedings on the part of the Company or the Company Bank First Financial are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company First Financial and (assuming due authorization, execution and delivery by ParentMainSource) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyFirst Financial, enforceable against the Company First Financial in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityFirst Financial Common Stock to be issued in the Merger have been validly authorized (subject to the adoption of the Merger Agreement by the holders of First Financial Common Stock), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of First Financial will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyFirst Financial, nor the consummation by the Company First Financial of the transactions contemplated hereby, including the Bank Merger, nor compliance by the Company First Financial with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company First Financial Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesFirst Financial Regulations, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or First Financial, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company First Financial or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company First Financial or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on First Financial. (c) First Financial Bank has adopted the Bank Merger Agreement, First Financial, as the sole shareholder of First Financial Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by First Financial Bank.

Authority; No Violation. (ai) The Company PWOD has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger shareholder approval and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Bank Mergers have been duly and validly approved by the Board of Directors of the CompanyPWOD Board. The PWOD Board has determined, subject to Section 6.06 of Directors this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company PWOD and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyPWOD’s shareholders for approval (with the PWOD Board’s recommendation in favor of approval) at a meeting of such shareholders andthe shareholders, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the requisite affirmative vote of holders of a majority of all votes cast at a meeting of shareholders called therefor (the Company’s shareholders“Requisite PWOD Vote”), and the adoption and approval of the Subsidiary Bank Merger Agreements by PWOD as sole shareholder of Luzerne Bank and Jersey Shore State Bank, respectively, no other corporate proceedings on the part of the Company or the Company Bank PWOD are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company PWOD and (assuming due authorization, execution and delivery by ParentNWBI) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyPWOD, enforceable against the Company PWOD in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies). (bii) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, PWOD nor the consummation by the Company PWOD of the transactions contemplated hereby, including the Parent Merger and the Subsidiary Bank Merger, nor compliance by the Company PWOD with any of the terms or provisions hereof, will (iA) violate any provision of the Certificate of Incorporation PWOD Articles or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, PWOD Bylaws or (iiB) assuming that the consents and approvals referred to in Section 3.4 hereof 5.01(d) are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company PWOD, or any of its PWOD Subsidiaries, or any of their respective properties or assets, or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or payments, rebates, or reimbursements required under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company PWOD or any of its PWOD Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company PWOD or any of its Subsidiaries PWOD Subsidiary is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (2) above) for such violations, conflicts, breaches or affecteddefaults which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PWOD.

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the CompanyCompany and declared advisable. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders Company stockholders for approval at a meeting of such shareholders the Company stockholders for the purpose of approving the Merger and adopting this Agreement (the "COMPANY STOCKHOLDERS MEETING"), and, except for the approval of the Merger and the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Company Common Stock (the "COMPANY STOCKHOLDER APPROVAL"), except for amending the Rights Agreement as set described in Section 6.14, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentBuyer and Merger Sub) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, moratorium, insolvency and or other similar laws now or hereafter in effect generally affecting the enforcement of creditors’ rights and remedies generally' rights. (bii) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (iA) violate any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesCompany, or (iiB) assuming that the consents and approvals referred to in Section 3.4 hereof 4.1(d) are duly obtained andobtained, except as set forth in Section 3.3(b4.1(c)(ii) of the Company Disclosure Schedule, (xI) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (yII) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or Company, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or Company, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (B) above, for such violations, conflicts, breaches or defaults that either individually or in the aggregate will not have a Material Adverse Effect on the Company or the Surviving Corporation.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to receipt of the adoption of this Agreement by a majority of the outstanding shares of Company Common Stock entitled to vote at a meeting of the stockholders of the Company at which a quorum exists (x) the parties’ obtaining (i) all bank regulatory approvals required “Requisite Company Vote”), to effectuate consummate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors Company Board. As of the Company. The date hereof, the Company Board of Directors has unanimously approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Merger, on the terms and conditions set forth in this Agreement, are fair to and in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders stockholders for approval at a duly held meeting of such shareholders and, except stockholders and has unanimously adopted a resolution making a recommendation to the foregoing effect. Except for the adoption of this Agreement by the requisite vote of the Company’s shareholdersRequisite Company Vote, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyMerger. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parenteach of Parent and Merger Sub) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyequity (the “Enforceability Exceptions”)). (b) Neither Subject to the receipt of the Requisite Company Vote, neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation Company Charter or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesBylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (ii) above) for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or affectedcreations which, either individually or in the aggregate, would not reasonably be likely to (1) have a Material Adverse Effect on the Company or (2) prevent or materially impair the ability of the Company to consummate the Merger and the transactions contemplated by this Agreement.

Authority; No Violation. (a) The Company Each of SIC and Merger Sub has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinSIC Stockholder Approval, to consummate the transactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the approval and adoption of this Agreement by the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement). The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors SIC Board, acting upon recommendation of the CompanySIC Special Committee, and the Merger Sub Board. The Merger Sub Board of Directors of the Company has directed (i) determined that this Agreement and the transactions contemplated hereby hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and SIC, as the sole stockholder of Merger Sub, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to SIC, as the sole stockholder of Merger Sub, for its adoption, and (iv) recommended that SIC, as the sole stockholder of Merger Sub, approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of SIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to the CompanySIC’s shareholders stockholders for approval and adoption at a duly held meeting of such shareholders andstockholders, except together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of the SIC Matters at the SIC Stockholder Meeting (i) with respect to the Merger, the Amended and Restated Charter, and any other matters required to be approved or adopted by the stockholders of SIC in order to effect the Merger, the related issuance of the Merger Shares, and the other transactions contemplated by this Agreement (other than the Charter Amendment), by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of SIC Common Stock and (ii) with respect to the Charter Amendment by the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of SIC Common Stock (collectively, the foregoing (i) and (ii), the “SIC Stockholder Approval”), and the approval by SIC, in its capacity as the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of the Company SIC or the Company Bank Merger Sub are necessary to approve the Merger, this Agreement, the Warrant Agreement and issuance of the Warrant and to consummate Merger Shares or the other transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company SIC and Merger Sub (assuming due authorization, execution and delivery by ParentMDLY) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Companyeach of SIC and Merger Sub, enforceable against SIC and Merger Sub, as the Company case may be, in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by SIC or the Warrant by the Company, Merger Sub nor the consummation by the Company SIC or Merger Sub of the transactions contemplated hereby, nor compliance by the Company SIC or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the SIC Charter, SIC Bylaws, Merger Sub Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesMerger Sub Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 5.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Applicable Law applicable to the Company Merger Sub, SIC or any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Merger Sub, SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which the Company Merger Sub, SIC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, the “SIC Contracts”).

Authority; No Violation. (a) The Company Each Parent Party has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) obtaining the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinRequisite Parent Vote, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby by this Agreement (including the Merger) have been duly and validly approved by the Board Boards of Directors of the Companyeach Parent Party. The Board of Directors of Parent has (i) determined that this Agreement and the Company has directed that consummation of the transactions contemplated by this Agreement (including the Merger, the Parent Share Issuance and the Parent Articles Amendment), on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby by this Agreement (including the Merger, the Parent Share Issuance and the Parent Articles Amendment), (iii) directed that (A) the Parent Articles Amendment and (B) approval of the issuance of the shares of Parent Common Stock constituting the Merger Consideration pursuant to this Agreement (such issuance, the “Parent Share Issuance”) be submitted to the Company’s its shareholders for approval at a meeting of such shareholders, and (iv) resolved to recommend that Parent’s shareholders andapprove the Parent Articles Amendment and Parent Share Issuance. The Board of Directors of Parent Bank has (i) determined that this Agreement and the consummation of the transactions contemplated by this Agreement (including the Merger), except on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent Bank and Parent, in its capacity as the sole shareholder of Parent Bank, (ii) approved this Agreement and the transactions contemplated by this Agreement (including the Merger), (iii) directed that this Agreement be submitted to Parent, in its capacity as the sole shareholder of Parent Bank, for approval, and (iv) resolved to recommend that Parent, in its capacity as the adoption sole shareholder of Parent Bank, approve this Agreement and the transactions contemplated hereby (including the Merger). Parent, as sole shareholder of Parent Bank, has approved this Agreement and the transactions contemplated hereby (including the Merger). Except for (i) the approval of the Parent Share Issuance by the affirmative vote of a majority of the total votes cast by holders of shares of Parent Common Stock at the Parent Meeting, (ii) the approval of the Parent Articles Amendment by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon at the Parent Meeting (clauses (i) and (ii), collectively, the “Requisite Parent Vote”), and (iii) the approval of this Agreement by the requisite vote of the CompanyParent as Parent Bank’s shareholderssole shareholder, no other corporate proceedings or approval of shareholders on the part of the Company or the Company Bank any Parent Party are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyby this Agreement. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company each Parent Party and (assuming due authorization, execution and delivery by ParentCompany) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Companyeach Parent Party, enforceable against the Company each Parent Party in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe Enforceability Exceptions). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Parent Parties nor the consummation by the Company Parent Parties of the transactions contemplated herebyby this Agreement (including the Merger), nor compliance by the Company Parent Parties with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company Parent Articles or the certificate of incorporation, by-laws Parent Bylaws (or similar governing organizational documents of any of its Parent Subsidiaries, ) or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree regulation or injunction Government Order applicable to the Company any Parent Party or any of its Subsidiaries, their Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, require consent under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company any Parent Party or any of its their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company any Parent Party or any of its their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults that would not reasonably be expected to have a Material Adverse Effect on the Parent Parties.

Authority; No Violation. (a) The Company has full corporate limited liability company power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant andParent Agreements, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger perform its obligations hereunder and (ii) the other approvals listed in Section 3.4 thereunder and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant Parent Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite limited liability company action on the Board of Directors part of the Company. The Board of Directors of the Company has directed that this Agreement , and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no other corporate limited liability company proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, Agreement or the Warrant Agreement and the Warrant and Parent Agreements or to authorize or consummate the transactions contemplated herebyhereby or thereby. This Agreement, the Warrant Agreement and the Warrant Parent Agreements have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent) of this Agreement, the Warrant Agreement and the Warrant Parent Agreements by the other parties hereto and thereto) constitute valid and binding obligations of the Company, Company enforceable against the Company in accordance with its their terms, except as enforcement the enforceability thereof may be subject to or limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable relief (whether in proceedings at law or in equity). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant Parent Agreements by the Company, Symphony Parties who are parties thereto nor the consummation by the Company or its Subsidiaries of any of the transactions contemplated herebyhereby or thereby to be performed by them, nor compliance by the Company or its Subsidiaries with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company Operating Agreement or the certificate articles of incorporation, by-laws charter or similar governing bylaws or comparable organizational documents of any of its Subsidiaries, the Company's Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 2.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate violate, conflict with or require any statutenotice, codefiling, ordinanceconsent, rule, regulation, judgment, order, writ, decree waiver or injunction applicable approval under any Applicable Law to which the Company or any of its Subsidiaries, the Company's Subsidiaries or any of their respective properties properties, contracts or assetsassets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienEncumbrance upon the Membership Interests or any Encumbrance upon the properties, pledge, security interest, charge or other encumbrance upon any of the respective properties contracts or assets of the Company or any of its Subsidiaries under, or require any of the termsnotice, conditions approval, waiver or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they the Company or its Subsidiaries or any of their respective properties or assets assets, may be bound or affected, other than, in the case of clauses (x) and (y) and other than with respect to Encumbrances upon Membership Interests, any such items that would not be reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect.

Authority; No Violation. (a) The Company CIT has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) receipt of the approval of the Company’s shareholders as contemplated hereinCIT's shareholders, to consummate the transactions contemplated herebyhereby and by the Plan of Arrangement. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby and by the Plan of Arrangement, and the execution of the DKB Voting Agreement by CIT, have been duly and validly approved by the Board of Directors of the CompanyCIT. The Board of Directors of the Company CIT has directed that the issuance of shares of CIT Common Stock pursuant to this Agreement and the transactions contemplated hereby Plan of Arrangement and upon conversion of Exchangeable Shares be submitted to the Company’s CIT's shareholders for approval at a meeting of such shareholders and, except for the adoption approval of this Agreement the issuance of such shares by the requisite vote of the Company’s CIT's shareholders, no other corporate proceedings on the part of the Company or the Company Bank CIT are necessary to approve this Agreement, the Warrant Agreement and the Warrant Plan of Arrangement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement, the Warrant Agreement and the Warrant Plan of Arrangement have been duly and validly executed and delivered by the Company CIT and (assuming due authorization, execution and delivery by ParentNewcourt) each of this Agreement, the Warrant Agreement and the Warrant constitute Plan of Arrangement constitutes a valid and binding obligations obligation of the CompanyCIT, enforceable against the Company CIT in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallythe Bankruptcy Exception. (b) Neither Except as set forth in Section 5.3(b) of the CIT Disclosure Schedule, neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyCIT, nor the consummation by the Company CIT of the transactions contemplated herebyhereby or by the Plan of Arrangement, nor compliance by the Company CIT with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of CIT, (ii) violate the Company articles of incorporation or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, the CIT Subsidiaries or (iiiii) assuming that the consents and approvals referred to in Section 3.4 hereof 5.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, mandatory government policy, judgment, order, writ, decree or injunction applicable to the Company CIT or any of its Subsidiaries, Subsidiaries or any of their respective properties or assetsProperties, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, require any payment under, result in the termination of or a right of termination or cancellation under, accelerate or permit the creation of an obligation to accelerate the performance required by, result in the loss of any benefit under, or result in a right of first refusal or option to purchase or acquire, or result in the creation of any lien, pledge, security interest, charge or Encumbrance (other encumbrance than any Permitted Encumbrance) upon any of the respective properties or assets Properties of the Company CIT or any of its the CIT Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, loan or credit agreement or other agreement or other instrument or obligation to which the Company CIT or any of its the CIT Subsidiaries is a party, or by which they or any of their respective properties or assets Properties may be bound or affected.

Authority; No Violation. (a) The Company has full all requisite corporate power and corporate authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinCompany Required Vote and the accuracy of the representations and warranties of Parent and Merger Sub set forth in this Agreement, to consummate the transactions contemplated hereby. The Board of Directors of the Company (the “Company Board”) at a duly held meeting has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, (iii) approved the execution and delivery of this Agreement, and (iv) subject to Section 7.7, resolved to recommend that the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors stockholders of the Company has directed that approve this Agreement and the transactions contemplated hereby hereby, including the Merger (the recommendation contemplated by this clause (iv) being referred to as the “Company Recommendation”), and directed that such matter be submitted to for consideration by the Company’s shareholders for approval stockholders at a meeting the Company Stockholder Meeting. None of such shareholders andthe aforesaid actions by the Company Board has been amended, except rescinded or modified as of the date of this Agreement. Except for the adoption approval of this Agreement by the requisite affirmative vote of a majority of the Company’s shareholdersoutstanding shares of Company Common Stock entitled to vote (the “Company Required Vote”), no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallygenerally (the “Bankruptcy and Equity Exceptions”). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by including the Company with any of the terms or provisions hereofMerger, will (i) violate any provision of the Certificate of Incorporation or By-Laws Bylaws of the Company or any of the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained andor made, and except as set forth in Section 3.3(b4.3(b) of the Company Disclosure Schedule, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provision of of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit securities under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, defaults or other events which, either individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Authority; No Violation. (a) The Company Yadkin has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger have been duly and validly approved by the Board of Directors of the CompanyYadkin. The Board of Directors of Yadkin has determined that the Company Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Yadkin and its shareholders, has adopted this Agreement and has directed that this Agreement and the transactions contemplated hereby issuance of shares of Yadkin Common Stock in connection with the Merger be submitted to the CompanyYadkin’s shareholders for approval at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption affirmative vote of this Agreement a majority of the votes cast by the requisite vote holders of the Company’s shareholdersshares of Yadkin Common Stock at the Yadkin Meeting to approve the issuance of shares of Yadkin Common Stock in connection with the Merger (the “Requisite Yadkin Vote”), no other corporate proceedings on the part of the Company or the Company Bank Yadkin are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Yadkin and (assuming due authorization, execution and delivery by ParentNewBridge) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyYadkin, enforceable against the Company Yadkin in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equityYadkin Common Stock to be issued in the Merger have been validly authorized (subject to the attainment of the Requisite Yadkin Vote), whether applied in a court of law or a court of equitywhen issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of Yadkin will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyYadkin, nor the consummation by the Company Yadkin of the transactions contemplated hereby, nor compliance by the Company Yadkin with any of the terms or provisions hereof, will (i) violate any provision of the Yadkin Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesYadkin Bylaws, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Yadkin, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Yadkin or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Yadkin or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Yadkin. (c) Yadkin Bank has adopted the Bank Merger Agreement, Yadkin, as the sole shareholder of Yadkin Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Yadkin Bank.

Authority; No Violation. (a) The Company SIC has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinSIC Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the SIC Board. The SIC Board of Directors has determined that the Merger, this Agreement, the issuance of the Company. The Board Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of Directors of SIC and its stockholders, has approved the Company SIC Matters and has directed that this Agreement and the transactions contemplated hereby SIC Matters be submitted to the CompanySIC’s shareholders stockholders for approval and adoption at a duly held meeting of such shareholders andstockholders, except together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement the SIC Matters by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of SIC Common Stock (the “SIC Stockholder Approval”) at the SIC Stockholder Meeting, no other corporate proceedings on the part of the Company or the Company Bank SIC are necessary to approve the Merger, this Agreement, the Warrant Agreement and issuance of the Warrant and to consummate Merger Shares or the other transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company SIC and (assuming due authorization, execution and delivery by ParentMCC) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the CompanySIC, enforceable against the Company SIC in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, SIC nor the consummation by the Company SIC of the transactions contemplated hereby, nor compliance by the Company SIC with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation SIC Charter or By-Laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesSIC Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 5.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Applicable Law applicable to the Company SIC or any of its Subsidiaries, or any of their respective properties or assets, or (yB) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which the Company SIC or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound or affected(collectively, the “SIC Contracts”).

Authority; No Violation. (a) The Company ▇▇▇ ▇▇ has full all requisite corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board OTF II Board, including, after separate meetings and discussion, all of the Independent Directors of the CompanyOTF II. The OTF II Board of Directors (on the recommendation of the OTF II Special Committee) has unanimously (i) determined that (A) this Agreement, the Merger and the other Transactions are advisable and in the best interests of OTF II and (B) the interests of OTF II’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company has Act) as a result of the Transactions, (ii) approved and declared advisable the OTF II Matters, (iii) directed that this Agreement and the transactions contemplated hereby OTF II Matters be submitted to the CompanyOTF II’s shareholders stockholders for approval at a duly held meeting of such shareholders andstockholders (the “OTF II Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of OTF II adopt and approve the OTF II Matters (such recommendation, except the “OTF II Board Recommendation”). Except for receipt of the adoption affirmative vote of this Agreement a majority of the votes entitled to be cast on the OTF II Matters by the requisite vote holders of outstanding shares of OTF II Common Stock at a duly held meeting of OTF II stockholders (the Company’s shareholders“OTF II Requisite Vote”), no the Merger and the other Transactions have been authorized by all necessary corporate proceedings action on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated herebyOTF II. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company OTF II and (assuming due authorization, execution and delivery by Parent) this AgreementOTF, the Warrant Agreement Merger Sub and the Warrant constitute Advisers) constitutes the valid and binding obligations obligation of the CompanyOTF II, enforceable against the Company OTF II in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity, equity (the “Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyOTF II, nor the consummation by the Company OTF II of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by the Company with any of the terms or provisions hereofOTF II, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company OTF II Charter or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesOTF II Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 3.03(a) and Section 3.04 are duly obtained andand/or made, (A) violate any Law or Order applicable to OTF II or any of its Consolidated Subsidiaries or (B) except as set forth in on Section 3.3(b3.03(b) of the Company OTF II Disclosure Schedule, (x) violate or in any statuteContract that was Previously Disclosed, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company OTF II or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company OTF II or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be bound or affectedexpected to have a Material Adverse Effect with respect to OTF II. Section 3.03(b) of the OTF II Disclosure Schedule sets forth, to OTF II’s Knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) The Company Each of HRZN and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinany HRZN Requisite Vote, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved by the Board HRZN Board, including, after separate meetings and discussion, all of the Independent Directors of HRZN, and the Companyboard of directors of Merger Sub. The Board HRZN Board, including, after separate meetings and discussion, all of the Independent Directors of the Company HRZN, has directed unanimously (i) determined that (A) this Agreement and the transactions contemplated hereby terms of the Merger and the Transactions are advisable and in the best interests of HRZN and (B) the interests of HRZN’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved the HRZN Matters, (iii) directed that the HRZN Matters be submitted to the CompanyHRZN’s shareholders stockholders for approval at a duly held meeting of such shareholders andstockholders (the “HRZN Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of HRZN adopt and approve the HRZN Matters (such recommendation, except the “HRZN Board Recommendation”). Except for obtaining from HRZN’s stockholders the adoption of this Agreement HRZN Requisite Vote to approve the HRZN Matters, the Merger and the other Transactions have been authorized by the requisite vote of the Company’s shareholders, no other all necessary corporate proceedings action on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated herebyHRZN. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company HRZN and ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by ParentMRCC, MRCC Advisor and HRZN Advisor) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Companyeach of HRZN and Merger Sub, enforceable against the Company each of HRZN and Merger Sub in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by HRZN or the Warrant by the CompanyMerger Sub, nor the consummation by the Company HRZN or Merger Sub of the transactions contemplated herebyTransactions, nor compliance performance of this Agreement by the Company with any of the terms HRZN or provisions hereofMerger Sub, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company HRZN Charter, HRZN Bylaws or the certificate bylaws or charter of incorporation, by-laws Merger Sub or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.3(a) and Section 4.4 are duly obtained andand/or made, (A) violate any Law or Order applicable to HRZN or any of its Consolidated Subsidiaries or (B) except as set forth in Section 3.3(b) of the Company Disclosure Scheduleany Contract that was Previously Disclosed, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company HRZN or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company HRZN or any of its Consolidated Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be bound or affectedexpected to be material to HRZN and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the HRZN Disclosure Schedule sets forth, to HRZN’s knowledge, any material consent fees payable to a third party in connection with the Mergers.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinWritten Consent, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, Agreement by the Warrant Agreement and the Warrant Company and the consummation of the transactions contemplated hereby Transactions have been duly and validly approved authorized by the Company Board of Directors of the Company. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for (i) the adoption of this Agreement by the requisite vote receipt of the Company’s shareholdersWritten Consent and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreementauthorize the consummation of the Transactions. As of the date hereof, the Warrant Company Board has (i) determined that this Agreement and the Warrant Transactions, are advisable and fair to consummate and in the transactions contemplated hereby. This Agreementbest interests of the Company’s stockholders, and (ii) resolved to recommend that the Warrant Company’s stockholders approve this Agreement and the Warrant have Transactions (the “Company Board Recommendation”). This Agreement has been duly and validly executed and delivered by the Company and (and, assuming due authorization, execution and delivery by Parent) this Agreement, Agreement constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating (whether now or hereinafter) to creditors’ rights generally and creditors’ remedies available and (B) is subject to general principles of equity, equity (regardless of whether applied enforceability is considered in a court of law proceeding at Law or a court of in equity, and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated herebyTransactions, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws or other equivalent organizational document, in each case, as amended, of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, the Company Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, ordinanceorder, writ, edict, decree, rule, regulation, judgment, orderruling, writor requirement issued, decree enacted, adopted, promulgated, implemented or injunction otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to the Company or Company, any of its Subsidiaries, the Company Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or Lien (other encumbrance than a Permitted Lien) upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under, any of the terms, conditions or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligation to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults referred to in clause (ii) that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s 's shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of two-thirds of the Company’s shareholdersvotes eligible to be cast at such meeting by the holders of the Class A Common Stock and Class B Common Stock voting together as a class, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by ParentParent and Merger Sub) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, equity whether applied in a court of law or a court of equity, equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. (b) Neither Except as set forth in Section 3.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, hereby nor compliance by the Company with any of the terms or provisions hereof, hereof will (i) violate any provision of the Restated Certificate of Incorporation or By-Laws laws of the Company or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesCompany, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict withcontravene, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (only in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, have not had and would not be reasonably likely to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company 5.4.1. Acquirer has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval receipt of the Company’s shareholders as contemplated hereinRegulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement by Acquirer and the Warrant and the consummation completion by Acquirer of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has directed that this Agreement Acquirer, and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of the Company’s shareholders, no other corporate proceedings on the part of the Company or the Company Bank Acquirer are necessary to approve this Agreement, the Warrant Agreement and the Warrant and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by Acquirer, and subject to approval by the Company stockholders of Yardville and (assuming receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Parent) this AgreementYardville, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations of the CompanyAcquirer, enforceable against the Company Acquirer in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and remedies generallysubject, as to enforceability, to general principles of equity. (b) Neither the 5.4.2. The execution and delivery of this AgreementAgreement by Acquirer, the Warrant Agreement or the Warrant by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor and compliance by the Company Acquirer with any of the terms or provisions hereof, hereof will not: (i) violate conflict with or result in a breach of any provision of the Certificate of Incorporation or By-Laws of the Company or the certificate of incorporation, by-laws incorporation charter or similar governing documents bylaws of any of its Subsidiaries, Acquirer or Acquirer Bank; (ii) assuming that the consents receipt of Regulatory Approvals and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure ScheduleYardville’s and Acquirer’s compliance with any conditions contained therein, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Acquirer or any of its Subsidiaries, Acquirer Bank or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company Acquirer or any of its Subsidiaries under, Acquirer Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any either of its Subsidiaries them is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on Acquirer.

Authority; No Violation. (a) The Company Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinParent Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board Boards of Directors of the CompanyParent and Merger Sub. The Board of Directors of Parent has determined unanimously, at a meeting duly called at which a quorum was present, that the Company Merger is advisable and in the best interests of Parent and its stockholders; has directed that the proposal to approve the issuance of Parent Common Stock in the Merger be submitted to Parent’s stockholders to obtain the Parent Stockholder Approval; has approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby be submitted recommended to the Company’s shareholders for approval at a meeting stockholders of Parent that such shareholders and, except for the adoption of this Agreement by the requisite stockholders vote in favor of the Company’s shareholdersapproval of the issuance of shares of Parent Common Stock comprising the Stock Consideration Amount; and has adopted a resolution to the foregoing effect. Other than the Parent Stockholder Approval, no other corporate proceedings on the part of the Company Parent or the Company Bank Merger Sub are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company each of Parent and Merger Sub and (assuming due authorization, execution and delivery by Parentthe Company) this Agreement, constitutes the Warrant Agreement and the Warrant constitute valid and binding obligations obligation of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generallyEquity Exception). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement by Parent or the Warrant by the CompanyMerger Sub, nor the consummation by the Company Parent or Merger Sub of the transactions contemplated hereby, nor compliance by the Company Parent or Merger Sub with any of the terms or provisions hereofof this Agreement, will (i) violate any provision of the Parent Certificate of Incorporation or By-Laws of the Company or the certificate Parent Bylaws or the articles of incorporation, by-laws incorporation or similar governing documents bylaws of any of its Subsidiaries, Merger Sub or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleand/or made, (xA) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to the Company or Parent, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit right under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, deed of trust, licensePermit, leaseContract, agreement by-law or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound, other than, in the case of clause (ii), any such violation, conflict, breach or loss, default, termination, right, acceleration or Lien that would not, individually or in the aggregate, have, or reasonably be bound or affectedexpected to have, a Material Adverse Effect on Parent (disregarding for this purpose clause (D) of the proviso to the definition of such term).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger stockholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of the Company. The Board of Directors of the Company has determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its stockholders, has declared it advisable and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s shareholders stockholders for approval adoption at a meeting of such shareholders and, except stockholders and has adopted a resolution to the foregoing effect. Except for the adoption of this Agreement by the requisite affirmative vote of the Companyholders of a majority of the outstanding shares of Company Class A Common Stock (the “Requisite Company Vote”), and the adoption and approval of the Bank Merger Agreement by the Company as Company Bank’s shareholderssole shareholder, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyhereby (other than the submission to the stockholders of the Company of an advisory (non-binding) vote on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Company, enforceable against the Company in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of the Company Certificate of Incorporation or By-Laws of the Company Bylaws (or the certificate of incorporation, by-laws or similar governing organizational documents of any subsidiary of its Subsidiaries, the Company) or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

Authority; No Violation. (ai) The Company Peoples has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger shareholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Mergers have been duly and validly approved by the Board of Directors of the CompanyPeoples. The Board of Directors Peoples has determined that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Peoples and its shareholders and has adopted a resolution to the Company has directed that foregoing effect. Except for the approval of this Agreement Agreement, and the transactions contemplated hereby be submitted herein, including but not limited to the Company’s shareholders for approval at a meeting authorization of such shareholders andadditional Peoples Common Shares as are necessary to consummate the transactions contemplated hereby, except for the adoption of this Agreement by the requisite affirmative vote of the Company’s shareholdersholders of a majority of the outstanding shares of Peoples Common Shares (the “Requisite Peoples Vote”), and the adoption and approval of the Bank Merger Agreements by Peoples, as Peoples Bank sole shareholder, no other corporate proceedings on the part of the Company or the Company Bank Peoples are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company Peoples and (assuming due authorization, execution and delivery by ParentPeoples) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyPeoples, enforceable against the Company Peoples in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equitybankruptcy, whether applied insolvency, moratorium, reorganization). The Peoples Common Shares to be issued in a court of law or a court of equitythe Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and by bankruptcy, insolvency and no current or past shareholder of Peoples will have any preemptive right or similar laws affecting creditors’ rights and remedies generallyin respect thereof. (bii) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyPeoples, nor the consummation by the Company Peoples of the transactions contemplated hereby, including the Merger and the Subsidiary Mergers, nor compliance by the Company Peoples with any of the terms or provisions hereof, will (iA) violate any provision of the Certificate of Incorporation or By-Laws of the Company Peoples Articles or the certificate of incorporation, by-laws or similar governing documents of any of its SubsidiariesPeoples Regulations, or (iiB) assuming that the consents and approvals referred to in Section 3.4 hereof 5.02(e) are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Peoples, any of its Subsidiaries, the Peoples Subsidiaries or any of their respective properties or assets, assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Peoples or any of its the Peoples Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Peoples or any of its the Peoples Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (2) above) for such violations, conflicts, breaches or affecteddefaults which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Peoples.

Authority; No Violation. (a) The Company MOFG has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) the parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger shareholder and (ii) the other approvals listed in Section 3.4 and (y) the approval of the Company’s shareholders as contemplated hereinactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of the CompanyMOFG. The Board of Directors of MOFG has determined, by the Company unanimous vote of directors present at the applicable meeting, that the transactions contemplated hereby (including the Merger and the Bank Merger), on the terms and conditions set forth in this Agreement, are advisable and in the best interests of MOFG and its shareholders, has directed that approved this Agreement and the transactions contemplated hereby (including the Merger and the Bank Merger), and has directed that this Agreement be submitted to the CompanyMOFG’s shareholders for approval at a meeting of such shareholders and, except and has adopted a resolution to the foregoing effect. Except for the adoption approval of this Agreement by the requisite affirmative vote of the Companyholders of a majority of the outstanding MOFG Common Stock entitled to vote on such matter (the “Requisite MOFG Vote”), and the approval of the Bank Merger Agreement by MOFG as MOFG Bank’s shareholderssole shareholder, no other corporate proceedings on the part of the Company or the Company Bank MOFG are necessary to approve this Agreement, the Warrant Agreement and the Warrant and or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of MOFG of an advisory (non-binding) vote on the compensation that may be paid or become payable to MOFG’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company MOFG and (assuming due authorization, execution and delivery by ParentNIC) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the CompanyMOFG, enforceable against the Company MOFG in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws of general applicability affecting creditors’ the rights of creditors generally and the availability of equitable remedies generally(the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the Company, MOFG nor the consummation by the Company MOFG of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), nor compliance by the Company MOFG with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of MOFG Articles, the Company MOFG Bylaws or the certificate of incorporation, by-laws or similar governing organizational documents of any of its SubsidiariesMOFG Subsidiary, or (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleobtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company MOFG or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company MOFG or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company MOFG or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or affectedcreations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MOFG.

Authority; No Violation. (a) The Company Each of FTC and FBT has full corporate power and authority to execute and deliver this Agreement, the Warrant Agreement and the Warrant and, subject to (x) in the parties’ obtaining case of (i) all bank regulatory approvals required the consummation of the Share Exchange and Corporate Merger to effectuate the Merger receipt of the Requisite FTC Approval and (ii) the other approvals listed in Section 3.4 adoption and (y) the approval of the Company’s shareholders Bank Merger pursuant to this Agreement by FTC as contemplated hereinthe sole shareholder of FBT (which FTC shall effect promptly after the date hereof), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Warrant Agreement and the Warrant and the consummation of the transactions contemplated hereby have been duly and validly approved in a unanimous vote by the Board board of Directors directors of the CompanyFTC and FBT. The Board board of Directors directors of FTC determined that the Company Share Exchange and Corporate Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of FTC and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyFTC’s shareholders for approval at a meeting of such shareholders and, except for the Requisite FTC Approval and the adoption of this Agreement by the requisite vote and approval of the Company’s shareholdersBank Merger by FTC as the sole shareholder of FBT, no other corporate proceedings on the part of the Company FTC or the Company Bank FBT are necessary to approve this Agreement, the Warrant {JX489484.11} PD.35183901.7 Agreement and the Warrant and or to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement and the Warrant have has been duly and validly executed and delivered by the Company FTC and FBT and (assuming due authorization, execution and delivery by ParentBancPlus and BankPlus) this Agreement, the Warrant Agreement and the Warrant constitute constitutes a valid and binding obligations obligation of the Companyeach of FTC and FBT, enforceable against the Company it in accordance with its terms, terms (except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by applicable bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors’ the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) Neither the execution and delivery of this Agreement, the Warrant Agreement or the Warrant by the CompanyFTC and FBT, nor the consummation by the Company FTC or any of its Subsidiaries, as applicable, of the transactions contemplated herebyhereby (including the Share Exchange, the Corporate Merger and the Bank Merger), nor compliance by the Company FTC or any of its Subsidiaries with any of the terms or provisions hereofhereof or any of the terms and provisions of any agreement contemplated hereby, will (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company FTC Articles or the certificate of incorporation, by-laws FTC Bylaws or similar governing the organizational documents of any of its Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.4 hereof 4.4 are duly obtained and, except as set forth in Section 3.3(b) of the Company Disclosure Scheduleor made, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company FTC or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, require the payment of any termination or like fee, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company FTC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company FTC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (ii) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations, or Liens which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on FTC.