Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) GETCO has full power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCO, enforceable against GETCO in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO ACE*COMM has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of a majority of the approval and adoption outstanding shares of this Agreement and ACE*COMM Common Stock represented at the Mergers ACE*COMM Special Meeting in person or by proxy at which the Holders issuance of GETCOthe shares of ACE*COMM Common Stock in the Merger contemplated hereby (the “ACE*COMM Issuance”) is considered, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOACE*COMM. The Board of Directors of GETCO ACE*COMM has determined unanimously that declared the ACE*COMM Issuance and this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that the ACE*COMM Issuance and this Agreement be submitted to GETCOACE*COMM’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except special meeting of such stockholders and, except for the approval of this Agreement and the GETCO Merger such matters by the affirmative vote holders of the Holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of ACE*COMM Common Stock represented at the ACE*COMM Special Meeting in person or by proxy, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO ACE*COMM (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO ACE*COMM and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Ci3) constitutes a valid and binding obligation of GETCOACE*COMM, enforceable against GETCO ACE*COMM 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) GETCO CenterState has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCenterState. The Board of Directors of GETCO CenterState has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO CenterState and its Holders shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement be submitted to GETCOCenterState’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units votes entitled to vote thereon, including be cast on this Agreement by the consent holders of the GETCO CLASS P HOLDER CenterState Common Stock at a meeting called therefor (the “GETCO Holder ApprovalRequisite CenterState Vote”) and subject to the adoption and approval of the Bank Merger Agreement by CenterState as CenterState Subsidiary Bank’s sole shareholder, no other corporate proceedings on the part of GETCO CenterState are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO CenterState and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CSouth State) constitutes a valid and binding obligation of GETCOCenterState, enforceable against GETCO CenterState in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval stockholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO the Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO the Company and its Holders stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOthe Company’s Holders entitled to vote stockholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Common Stock (the “GETCO Holder ApprovalRequisite Company Vote”) ), and the adoption and approval of the Bank Merger Agreement by the Company as its sole stockholder, no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO Hxxxxx United has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the approval and adoption of this Agreement and the Mergers by the Holders affirmative vote of GETCOa majority of the votes cast by the holders of the outstanding Hxxxxx United Common Stock at the Hxxxxx United Shareholders Meeting (the “Hxxxxx United Required Vote”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted all requisite corporate and, subject to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote obtainment of the Holders Required Hxxxxx United Vote, shareholder action of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) Hxxxxx United and no other corporate or shareholder proceedings on the part of GETCO Hxxxxx United are necessary pursuant to the Hxxxxx United Certificate, Hxxxxx United Bylaws, the NJCBA or otherwise to approve this Agreement or to perform and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Hxxxxx United and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother Parties) constitutes a valid and binding obligation of GETCOHxxxxx United, enforceable against GETCO Hxxxxx United 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) GETCO HBI has full corporate power and authority to execute and deliver this Agreement andand to consummate the transactions this Agreement contemplates, subject to the approval receipt of the Requisite HBI Vote and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyRequisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectHBI. Except for the approval of the Merger pursuant to this Agreement and the GETCO Merger as required under Maryland law by the affirmative vote of the Holders of 70% at least two-thirds of the outstanding GETCO Units shares of HBI Common Stock entitled to vote thereonthereon (such affirmative shareholder vote, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder ApprovalRequisite HBI Vote”) ), no other proceedings corporate approvals on the part of GETCO HBI are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of HBI or HBI Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by GETCO and (HBI and, assuming the due authorization, execution and delivery of this Agreement by FNB, constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOHBI, enforceable against GETCO HBI in accordance with its terms (terms, except in all cases as 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 insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”))equitable remedies.

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of this Stock Option Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby (including the Certificate Amendment) have been duly, validly and unanimously approved by the Board of Directors of GETCO and Company. Such unanimous approval by the managers Board of GETCODirectors is sufficient to render inapplicable the provisions of Section 3 of Article VII of the Company Certificate. The Board of Directors of GETCO Company has determined unanimously that this Agreement is advisable and in the best interests of GETCO Company and its Holders stockholders and has directed that this Agreement be submitted to GETCOCompany’s Holders entitled to vote stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units shares of Company Common Stock entitled to vote thereonat such meeting, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or the Stock Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub CSub) constitutes a constitute the valid and binding obligation obligations of GETCOCompany, enforceable against GETCO Company in accordance with its their terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and corporate authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and Company Required Vote (as hereinafter defined) (to the Mergers extent such Company Required Vote is required by the Holders of GETCOapplicable law), to consummate the transactions contemplated hereby. The Company Board at a duly held meeting has (i) determined that this Agreement, the Offer and the Merger are in the best interests of the Company and its shareholders and declared this Agreement, the Offer and the Merger to be advisable, (ii) approved the Offer and the Merger, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been dulyand (iii) subject to Section 8.8, validly and unanimously approved recommended that shareholders of the Company adopt this Agreement and, if required by applicable law, directed that such matter be submitted for consideration by the Board of Directors of GETCO and by Company’s shareholders at the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectCompany Shareholder Meeting (as hereinafter defined). Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units shares of Company Common Stock entitled to vote thereonin accordance with applicable law, including the consent of the GETCO CLASS P HOLDER if required (the “GETCO Holder ApprovalCompany Required Vote”) ), no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub CSub) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO 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 generally (the “Bankruptcy and Equity ExceptionExceptions”)).

Authority; No Violation. (a) GETCO MainSource has full corporate power and authority to execute and deliver this Agreement and, subject to the approval shareholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOMainSource. The Board of Directors of GETCO MainSource has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO MainSource and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOMainSource’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER MainSource Common Stock (the “GETCO Holder ApprovalRequisite MainSource Vote”) ), and the adoption and approval of the Bank Merger Agreement by MainSource Bank and MainSource as its sole shareholder, no other corporate proceedings on the part of GETCO MainSource are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO MainSource and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CFirst Financial) constitutes a valid and binding obligation of GETCOMainSource, enforceable against GETCO MainSource in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany (the "Company Board"). The Company Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO the Company and its Holders stockholders, has resolved to recommend that holders of Company Common Stock vote in favor of the adoption of this Agreement and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote the Company's stockholders for approval adoption, and adoption and has adopted a resolution the Merger be submitted to the foregoing effect. Except Company's stockholders for approval, at a duly held meeting of such stockholders (the "Company Stockholders Meeting"), and, except for the approval adoption of this Agreement and the GETCO approval of the Merger at such meeting by the affirmative vote of the Holders holders of 70% a majority of the Company Shares issued an outstanding GETCO Units and entitled to vote thereonthereon ("Company Stockholder Approval"), including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company or vote by the holders of any class or series of Company Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly adopted and unanimously approved by the Board of Directors of GETCO and Company by the managers of GETCOa unanimous vote thereof. The Board of Directors of GETCO Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOCompany’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereon, including the consent be cast by holders of the GETCO CLASS P HOLDER outstanding Company Common Stock (the “GETCO Holder Company Shareholder Approval”) ), no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. Neither Company nor any of its Significant Subsidiaries has been charged as an entity with a federal crime relating to financial services by way of an indictment, filing of an information or a criminal complaint. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Purchaser and Merger Sub CSub, as applicable) constitutes a the valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO Xxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly adopted and unanimously approved by the Board of Directors of GETCO and Xxxxxx by the managers of GETCOa unanimous vote thereof. The Board of Directors of GETCO Xxxxxx has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Xxxxxx and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote Xxxxxx’x shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereon, including the consent be cast by holders of the GETCO CLASS P HOLDER outstanding Xxxxxx Common Stock (the “GETCO Holder Xxxxxx Shareholder Approval”) ), no other corporate proceedings on the part of GETCO Xxxxxx are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Xxxxxx and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B M&T and Merger Sub CSub) constitutes a the valid and binding obligation of GETCOXxxxxx, enforceable against GETCO Xxxxxx in accordance with its terms (except as 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 (the “Bankruptcy and Equity ExceptionExceptions”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval shareholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO Company has duly adopted resolutions pursuant to which it has determined unanimously that the consummation of the transactions contemplated by this Agreement (including the Mergers and the Bank Merger), on the terms and conditions set forth in this Agreement, is advisable and in the best interests of GETCO Company and its Holders shareholders, has adopted and approved this Agreement and the transactions contemplated by this Agreement (including the Mergers), has directed that this Agreement be submitted to GETCOCompany’s Holders entitled to vote shareholders for approval at a meeting of such shareholders and adoption resolved to recommend that the Company’s shareholders approve this Agreement and has adopted a resolution to the foregoing effecttransactions contemplated by this Agreement. Except for (i) the approval of this Agreement and the GETCO Merger transactions contemplated by this Agreement (including the Mergers) by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units shares of Company Common Stock entitled to vote thereon, including the consent on this Agreement pursuant to Section 23B.11.030(5) of the GETCO CLASS P HOLDER WBCA and Article 5 of the Company Certificate of Incorporation (the “GETCO Holder ApprovalRequisite Company Vote”), and (ii) the approval and adoption of the Bank Merger Agreement by Company as Company Bank’s sole shareholder, no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or to consummate the transactions contemplated herebyby this Agreement. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Xxxxxx and Merger Sub CSub) constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of this Option Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly adopted and unanimously approved by the Board of Directors of GETCO and Company by the managers of GETCOa unanimous vote thereof. The Board of Directors of GETCO Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOCompany’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereonbe cast by holders of outstanding Company Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or the Option Agreement, or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Option Agreement have been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Purchaser and Merger Sub CSub, as applicable) constitutes a constitute the valid and binding obligation obligations of GETCOCompany, enforceable against GETCO Company in accordance with its their respective terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO MMLC has full all requisite corporate power and authority to execute and deliver this Agreement andand to consummate the Transactions. The MMLC Board (on the recommendation of the MMLC Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the Transactions are fair to and in the best interests of MMLC and the Unaffiliated MMLC Stockholders and (B) the interests of MMLC’s existing stockholders will not be diluted as a result of the Transactions, subject to (ii) approved and declared advisable this Agreement and the approval and Transactions, (iii) directed that the adoption of this Agreement be submitted to MMLC’s stockholders for approval at a duly held meeting of such stockholders (the “MMLC Stockholders Meeting”) and (iv) resolved to recommend that the Mergers by stockholders of MMLC adopt this Agreement (such recommendation, the Holders “MMLC Board Recommendation”). Except for receipt of GETCOthe MMLC Requisite Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers and the other Transactions have been duly, validly and unanimously approved authorized by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings all necessary corporate action on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyMMLC. This Agreement has been duly and validly executed and delivered by GETCO MMLC and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B MMLC and Merger Sub CSub) constitutes a the valid and binding obligation of GETCOMMLC, enforceable against GETCO MMLC in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO Umpqua has full corporate power and authority to execute and deliver this Agreement and, subject to the approval shareholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers and the Bank Merger) have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOUmpqua. The Board of Directors of GETCO Umpqua has determined unanimously that the Mergers and the other transactions contemplated hereby, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Umpqua and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOUmpqua’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement and the GETCO Merger by the affirmative vote holders of the Holders of 70% a majority of the outstanding GETCO Units shares of Umpqua Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER on this Agreement (the “GETCO Holder ApprovalRequisite Umpqua Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Umpqua Bank and the approval of the Bank Merger Agreement by Umpqua as Umpqua Bank’s sole shareholder, no other corporate proceedings on the part of GETCO Umpqua are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Umpqua and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Columbia and Merger Sub CSub) constitutes a valid and binding obligation of GETCOUmpqua, enforceable against GETCO Umpqua in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly approved and unanimously approved this Agreement duly adopted by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO the Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO the Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOthe Company’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of (i) two-thirds of all the Holders votes entitled to be cast by holders of 70% outstanding Voting Common Stock and Non-Voting Common Stock considered together and (ii) a majority of votes cast by each of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER Voting Common Stock and Non-Voting Common Stock considered separately (the “GETCO Holder Company Shareholder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the Merger, the Bank Merger or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the First Merger, have been duly, validly and unanimously approved authorized by the Board board of Directors directors of GETCO and by Company, the managers board of GETCO. The Board directors of Directors of GETCO Company has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted resolved to GETCOrecommend to Company’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for stockholders the approval of this Agreement the First Merger and all necessary corporate action in respect thereof on the GETCO Merger part of Company has been taken, subject to the approval by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Common Stock (the “GETCO Holder Requisite Stockholder Approval”) no other proceedings on and the part filing of GETCO are necessary the Articles of Merger with and acceptance for record of the Articles of Merger by the SDAT. The Requisite Stockholder Approval is the only vote of the holders of securities of Company required to approve this Agreement or to consummate the transactions contemplated herebyFirst Merger. This Agreement has been duly and validly executed and delivered by GETCO and (assuming Company. Assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub C) Sub, this Agreement constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany Board. The Company Board of Directors of GETCO has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO and its Holders Company and has directed that the plan of Merger set forth in this Agreement and the transactions contemplated hereby be submitted to GETCOCompany’s Holders entitled to vote stockholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of the plan of Merger set forth in this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Class A Common Stock (the “GETCO Holder ApprovalRequisite Company Vote”) and the adoption and approval of the Bank Merger Agreement by (i) the board of directors of Company Bank and (ii) Company, as Company Bank’s sole shareholder, no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. No approval by the holders of Company Class B Common Stock is required in connection with the Merger or the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly adopted and unanimously approved by the Board of Directors of GETCO and Company by the managers of GETCOa unanimous vote thereof. The Board of Directors of GETCO Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOCompany’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereon, including the consent be cast by holders of the GETCO CLASS P HOLDER outstanding Company Common Stock (the “GETCO Holder Company Shareholder Approval”), and except as set forth in Section 3.3(a) of the Company Disclosure Schedule, no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the CompanyPurchaser and Sub, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cas applicable) constitutes a the valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (ai) GETCO Virata has full corporate power and ----------------------- authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOVirata. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Virata has directed that this Agreement be submitted to GETCO’s Holders entitled to vote Virata stockholders for approval at a meeting of Virata stockholders for the purpose of approving the Merger and adoption and has adopted a resolution to this Agreement (the foregoing effect. Except "Virata Stockholders Meeting"), and, except for --------------------------------- the approval of the Merger and of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Virata Common Stock (the “GETCO Holder "Virata Stockholder Approval”) "), no other corporate proceedings on the part of GETCO ---------------------------- Virata are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Virata and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Globespan and Merger Sub CSub) constitutes a valid and binding obligation of GETCOVirata, enforceable against GETCO Virata in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws of general applicability now or hereafter in effect relating to creditors' rights generally or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”))equity.

Authority; No Violation. (a) GETCO HCI has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers other documents contemplated to be executed and delivered by HCI in connection with the Holders of GETCOtransactions contemplated hereby (this Agreement, together with such other documents, collectively, the "HCI --- Documents"), and to consummate the transactions contemplated herebyhereby and thereby. ---------- The execution and delivery of this Agreement each of the HCI Documents and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOHCI. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and HCI has directed that this Agreement the Articles of Merger and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote HCI's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting or by written consent of such stockholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of HCI Voting Common Stock, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO HCI are necessary to approve this Agreement or the HCI Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has been been, and prior to the Effective Time, each other HCI Document will have been, duly and validly executed and delivered by GETCO HCI and (assuming due authorization, execution and delivery by the CompanyALC) this Agreement constitutes, Knightand each other HCI Document will constitute, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOHCI, enforceable against GETCO HCI 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO FNB has full corporate power and authority to execute and deliver this Agreement andand to consummate the transactions this Agreement contemplates, subject to the approval receipt of the Requisite FNB Vote and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyRequisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectFNB. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of a majority of votes cast at a meeting of FNB’s shareholders at which a quorum is present approving the Holders issuance of 70% FNB Common Stock pursuant to this Agreement in accordance with Section 312.03 of the outstanding GETCO Units entitled to vote thereonNew York Stock Exchange Listed Company Manual (such affirmative shareholder vote, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder ApprovalRequisite FNB Vote”) ), no other proceedings corporate approvals on the part of GETCO FNB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of FNB or FNB Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by GETCO and (FNB and, assuming the due authorization, execution and delivery of this Agreement by YDKN, constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOFNB, enforceable against GETCO FNB in accordance with its terms (terms, except in all cases as 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 insured depository institutions or the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”))equitable remedies.

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption receipt of this Agreement the Regulatory Approvals and the Mergers by the Holders of GETCOCompany Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly adopted and unanimously approved by the Board of Directors of GETCO and Company by a vote of at least a majority of the managers members of GETCOthe Board of Directors of Company in office. The Board of Directors of GETCO Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOCompany’s Holders entitled to vote shareholders for approval and adoption at a duly held Company Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of at least a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereonbe cast by holders of Company Common Shares at the Company Shareholders’ Meeting, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Purchaser and Merger Sub CSub) constitutes a the valid and binding obligation obligations of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement 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 Mergers by the Holders of GETCOCompany's shareholders as contemplated herein, to consummate the transactions contemplated hereby. To the Company's knowledge, each party to the Shareholders' Agreement (other than Buyer) has full power and authority to execute and deliver the Shareholders' Agreement and to perform such party's obligations thereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Company has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonCompany's shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Buyer and Merger Sub CBuyer Subsidiary Bank) this Agreement constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (ai) GETCO The Company has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to the approval perform its obligations hereunder and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyClosing. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby Closing (including the Investment) have been duly, declared advisable and duly and validly and unanimously approved by the board of directors of the Company (the “Board of Directors”). As of or prior to the entry into this Agreement, the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement (A) the Company Share Issuance and the Conversions (collectively, the “Investment”), on the terms and subject to the conditions set forth herein, is advisable and in the best interests of GETCO the Company and its Holders stockholders and has directed that this Agreement be submitted (B) the issuance of the shares of Common Stock and/or Preferred Stock, in each case, pursuant to GETCO’s Holders entitled the Other Investment Agreements and the other transactions contemplated thereby, on the terms and subject to vote for approval the conditions set forth therein, in each case, are in the best interests of the Company and adoption its stockholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO the Company or any of its Subsidiaries are necessary to approve this Agreement or for the Company to perform its obligations hereunder or consummate the transactions contemplated herebyClosing. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CPurchaser) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO TCF has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOTCF. The Board of Directors of GETCO TCF has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO and its Holders TCF and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOTCF’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units shares of TCF Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER on this Agreement (the “GETCO Holder ApprovalRequisite TCF Vote”) ), and the adoption and approval of the Bank Merger Agreement by the board of directors of TCF National Bank and TCF as its sole shareholder, no other corporate proceedings on the part of GETCO TCF are necessary to approve this Agreement or to consummate the transactions contemplated hereby. No vote of holders of TCF Preferred Stock is required to approve this Agreement or the transactions contemplated hereby in accordance with Section 703a(2)(e) of the MBCA, and the Board of Directors of TCF has made the determination referenced therein. This Agreement has been duly and validly executed and delivered by GETCO TCF and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CHuntington) constitutes a valid and binding obligation of GETCOTCF, enforceable against GETCO TCF in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly, duly and validly and unanimously approved by the Board board of Directors directors of GETCO and by Company, the managers board of GETCO. The Board directors of Directors of GETCO Company has determined unanimously that this Agreement is advisable and the transactions contemplated hereby (including the Merger) are in the best interests of GETCO Company and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption shareholders and has adopted a resolution recommending that this Agreement be approved by Company’s shareholders (the “Company Board Recommendation”), and all necessary corporate action in respect thereof on the part of Company has been taken, subject to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby (including the Merger) by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Common Stock (the “GETCO Holder Requisite Shareholder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby). This Agreement has been duly and validly executed and delivered by GETCO and (assuming Company. Assuming due authorization, execution and delivery by the CompanyParent, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) this Agreement constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to insured depository institutions or affecting their holding companies or the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law (the collectively, “Bankruptcy and Equity ExceptionRemedies Exceptions”)).

Authority; No Violation. (a) GETCO The Company has full all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to receipt of the approval and adoption of this Agreement Company Shareholder Approval and the Mergers by the Holders of GETCORegulatory Approvals, to consummate the Merger and the other transactions contemplated herebyby this Agreement (the “Transactions”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, duly and validly and unanimously approved adopted by the Company Board and, except for the approval of Directors this Agreement by a majority of GETCO all the votes entitled to be cast on the Agreement by all shares of Company Capital Stock entitled to vote on the Agreement, voting as a single voting group (the “Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Subject to Section 6.9(c), the Company Board has (i) adopted this Agreement and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is and the Transactions are advisable and fair to and in the best interests of GETCO the Company’s shareholders and its Holders and has directed that (ii) resolved to (A) submit this Agreement be submitted to GETCO’s Holders entitled to vote for approval by the Company’s shareholders and adoption and has adopted (B) transmit to such shareholders a resolution to the foregoing effect. Except for the approval of recommendation that such shareholders approve this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by GETCO the Company and, assuming this Agreement constitutes the valid and (assuming due authorizationbinding agreement of Parent and Merger Sub, execution constitutes the valid and delivery by binding agreement of the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCO, enforceable against GETCO the Company in accordance with its terms (terms, except as such enforceability (A) may be limited by bankruptcy, insolvency, fraudulent transferconveyance, moratoriumreorganization, reorganization moratorium or other similar laws of general applicability Laws affecting or relating to or affecting the enforcement of creditors’ rights of creditors generally and (B) is subject to general principles of equity (the “Bankruptcy and Equity Exception”)regardless of whether enforceability is considered in a proceeding at Law or in equity).

Authority; No Violation. (a) GETCO AirTran has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOAirTran Stockholder Approval, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of the obligations hereunder by AirTran have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by AirTran (the managers of GETCO“AirTran Board”). The AirTran Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO AirTran and its Holders stockholders, has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger (the “Recommendation”), and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote its stockholders for approval and adoption and has adopted at a resolution to duly held meeting of such stockholders for such purpose (the foregoing effect“AirTran Stockholders Meeting”). Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the voting power of AirTran, which will be obtained if this Agreement is adopted by a majority of the outstanding GETCO Units shares of AirTran Common Stock entitled to vote thereon, including at the consent of the GETCO CLASS P HOLDER AirTran Stockholders Meeting (the “GETCO Holder AirTran Stockholder Approval”) ), no other corporate proceedings on the part of GETCO are AirTran or any other vote by the holders of any class or series of AirTran Capital Stock is necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the Articles of Merger with the Nevada Secretary of State). This Agreement has been duly and validly executed and delivered by GETCO AirTran and (assuming due authorization, execution execution, and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCOAirTran, enforceable against GETCO AirTran in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization reorganization, or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO Nutmeg has full corporate power and corporate authority to execute and deliver this Agreement andAgreement, subject to the approval and adoption of this Bank Merger Agreement and the Mergers by the Holders of GETCO, Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Bank Merger Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCONutmeg. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Nutmeg has directed that this Agreement Agreement, the Merger and the other transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote Nutmeg's shareholders for approval and adoption and has adopted a resolution to at the foregoing effect. Except Special Meeting and, except for the approval of this Agreement Agreement, the Merger and the GETCO Merger other transactions contemplated hereby by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonNutmeg's shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Nutmeg (except for matters related to setting the date, time, place and record date for the Special Meeting) are necessary to approve this Agreement, the Bank Merger Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Bank Merger Agreement and the Option Agreement will be, duly and validly executed and delivered by GETCO Nutmeg and (assuming due authorization, execution and delivery by NewMil and New Milford Savings Bank of this Agreement, by New Milford Savings Bank of the CompanyBank Merger Agreement, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cby NewMil of the Option Agreement) constitutes a will constitute valid and binding obligation obligations of GETCONutmeg, enforceable against GETCO Nutmeg in accordance with its terms (their 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors rights and remedies generally.

Authority; No Violation. (a) GETCO has BPB and BPIM each have full power and authority to execute and deliver this Agreement and, subject to each of the approval respective Buyer Agreements executed and adoption of this Agreement delivered by them and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement the respective Buyer Agreements executed by them and the consummation of the transactions contemplated hereby thereby have been duly, duly and validly and unanimously approved by all requisite action on the Board part of Directors of GETCO BPB and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable BPIM, and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO BPB or BPIM are necessary to approve this Agreement or the Buyer Agreements and to consummate the transactions contemplated herebythereby. This Agreement has been duly and validly executed and delivered by GETCO BPB and (assuming BPIM, and prior to the Closing each of the other Buyer Agreements to be executed by BPB or BPIM will be duly and validly executed by BPB or BPIM, as the case may be. Assuming the due authorization, execution and delivery of the Buyer Agreements by the Companyother parties thereto (other than BPB and BPIM), Knighteach Buyer Agreement to which BPB or BPIM is a party constitutes (or when executed and delivered by BPB or BPIM, Blockeras the case may be, Merger Sub A, Merger Sub B and Merger Sub Cwill constitute) constitutes a valid and binding obligation of GETCOBPB or BPIM, as the case may be, enforceable against GETCO BPB or BPIM 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO the Company has determined unanimously that this Agreement is and the transactions contemplated hereby are advisable and in the best interests of GETCO the Company and its Holders 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 GETCOthe Company’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders, 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 approval of the plan of merger reflected in this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units shares of Company Common Stock entitled to vote thereonat such meeting and the approvals required in connection with the Bank Mergers, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)equity).

Authority; No Violation. (a) GETCO 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 and adoption of this Agreement and the Mergers by the Holders of GETCOCompany’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 and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Company has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOthe Company’s Holders entitled to vote shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonCompany’s shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company or the Company Bank are necessary to approve this Agreement, the Warrant Agreement or and the Warrant and to consummate the transactions contemplated hereby. This Agreement, the Warrant Agreement has and the Warrant have been duly and validly executed and delivered by GETCO 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, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCO, enforceable against GETCO 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 (the “Bankruptcy equity, whether applied in a court of law or a court of equity, and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) GETCO HopFed has full corporate power and authority to execute and deliver this Agreement and, subject to the approval shareholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOHopFed. The Board of Directors of GETCO HopFed has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO HopFed and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOHopFed’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER HopFed Common Stock (the “GETCO Holder ApprovalRequisite HopFed Vote”) ), and the adoption and approval of the Bank Merger Agreement by Heritage Bank and HopFed as its sole shareholder, no other corporate proceedings on the part of GETCO HopFed are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO HopFed and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CFirst Financial) constitutes a valid and binding obligation of GETCOHopFed, enforceable against GETCO HopFed in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Company Board. Company Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO the Company and its Holders stockholders and has directed that this Agreement be submitted to GETCOthe Company’s Holders entitled to vote stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the Board of Directors that the stockholders approve and adopt this Agreement (the “Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units shares of Company Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER at such meeting (the “GETCO Holder Requisite Stockholder Approval”) ), no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyer) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO SuperMedia has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to the approval perform its obligations hereunder and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by SuperMedia of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOSuperMedia. The Board of Directors of GETCO SuperMedia has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO SuperMedia and its Holders stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement (the “SuperMedia Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the transactions contemplated by this Agreement be submitted to GETCOSuperMedia’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to the foregoing effectduly held meeting of such stockholders. Except for the approval of this Agreement and the GETCO Merger transactions contemplated by this Agreement by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereon, including the consent be cast by holders of the GETCO CLASS P HOLDER outstanding SuperMedia Common Stock (the “GETCO Holder SuperMedia Stockholder Approval”) ), no vote of the stockholders and no other corporate proceedings on the part of GETCO SuperMedia are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO SuperMedia and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Dex and Merger Sub CSub) constitutes a the valid and binding obligation of GETCOSuperMedia, enforceable against GETCO SuperMedia in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO NeoPharm has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO NeoPharm (the “NeoPharm Board”) and by the managers of GETCOSpecial Committee. The Special Committee and the NeoPharm Board of Directors of GETCO has have determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO NeoPharm and its Holders stockholders and has directed that have approved and declared advisable this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectAgreement. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO NeoPharm or any vote by the holders of any class or series of NeoPharm capital stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the appropriate merger documents as required by the Delaware Law), provided that adoption of an amendment to the NeoPharm Charter (the “Charter Amendment”) increasing the number of authorized shares of NeoPharm Common Stock, which is necessary to allow the Convertible Preferred Stock to be converted into NeoPharm Common Stock, is subject to the approval of the holders of a majority of the outstanding shares of NeoPharm Common Stock. This Agreement has been duly and validly executed and delivered by GETCO NeoPharm and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCONeoPharm, enforceable against GETCO NeoPharm in accordance with its terms (except as 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 the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO Buyer has full requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly authorized and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOBuyer Board. The Buyer Board of Directors of GETCO has determined unanimously that the Merger, on substantially the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Buyer and its Holders shareholders, and that the Agreement and the transactions contemplated hereby are at a price and terms that are fair to and in the best interest of the Buyer and its shareholders. The Buyer Board has directed that the Merger, on substantially the terms and conditions set forth in this Agreement Agreement, be submitted to GETCOBuyer’s Holders entitled to shareholders for consideration at a duly held meeting of such shareholders and has recommended that Buyer’s shareholders vote for approval and in favor of the adoption and has adopted a resolution to approval of this Agreement and the foregoing effecttransactions contemplated hereby. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units shares of Buyer Common Stock entitled to vote thereonat such meeting, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Buyer and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CSeller) constitutes a the valid and binding obligation of GETCOBuyer, enforceable against GETCO Buyer in accordance with its terms (except as 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 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 (the “Bankruptcy and Equity Exception”)equity).

Authority; No Violation. (a) GETCO The Company has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval and adoption of this Agreement and the Mergers by the Holders of GETCOCompany Requisite Vote, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany Board. The Company Board (on the recommendation of Directors of GETCO the Company Special Committee) has unanimously (i) determined unanimously that (A) this Agreement is advisable and the terms of the Mergers and the related Transactions are advisable, fair to and in the best interests of GETCO the Company and its Holders stockholders and has directed that this Agreement (B) the interests of the Company’s existing stockholders will not be submitted to GETCO’s Holders entitled to vote for approval diluted as a result of the Transactions, (ii) approved, adopted and adoption and has adopted a resolution to the foregoing effect. Except for the approval of declared advisable this Agreement and the GETCO Transactions (including the Merger and other Company Matters), (iii) directed that the approval of the Company Matters be submitted to the Company’s stockholders at a duly held meeting of such 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 approval of the Company Matters by the affirmative vote of the Holders holders of 70% of the outstanding GETCO Units Company Common Stock entitled to vote thereon, including cast a majority of all the consent of votes entitled to be cast on the GETCO CLASS P HOLDER matters to be approved at the Company Stockholders Meeting (the “GETCO Holder ApprovalCompany Requisite Vote”) no ), the Merger and the other proceedings Transactions have been authorized by all necessary corporate action on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, BlockerAcquiror, Merger Sub A, Merger Sub B and Merger Sub Cthe Acquiror Adviser) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Enforceability Exception”)).

Authority; No Violation. (a) GETCO Continental has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by Continental (the managers of GETCO“Continental Board”). The Continental Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO Continental and its Holders stockholders, has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement and has directed that this Agreement be submitted to GETCOContinental’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to duly held meeting of such stockholders for such purpose (the foregoing effect“Continental Stockholders Meeting”). Except Except, solely in the case of the Merger, for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including shares of Continental Common Stock at the consent of the GETCO CLASS P HOLDER Continental Stockholders Meeting (the “GETCO Holder Continental Stockholder Approval”) ), no other corporate proceedings on the part of GETCO Continental or any other vote by the holders of any class or series of Continental Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the appropriate merger documents as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by GETCO Continental and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCOContinental, enforceable against GETCO Continental in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (ai) GETCO Each of Xxxxxxxx and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO each of Xxxxxxxx and by Merger Sub. Xxxxxxxx, as sole stockholder of Merger Sub, has approved this Agreement and the managers of GETCOtransactions contemplated hereby. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Xxxxxxxx has directed that the issuance of Xxxxxxxx Common Stock pursuant to this Agreement be submitted to GETCO’s Holders entitled to vote Xxxxxxxx stockholders for approval and adoption and has adopted at a resolution to meeting of Xxxxxxxx stockholders (the foregoing effect. Except "Xxxxxxxx Stockholders Meeting"), and, except for the approval of this Agreement and the GETCO issuance of Xxxxxxxx Common Stock in the Merger by the affirmative majority vote at a meeting of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER Xxxxxxxx'x stockholders at which a quorum is present (the “GETCO Holder "Xxxxxxxx Stockholder Approval”) "), no other corporate proceedings on the part of GETCO Xxxxxxxx or Merger Sub are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO each of Xxxxxxxx and Merger Sub and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CTosco) constitutes a valid and binding obligation of GETCOXxxxxxxx and Merger Sub, enforceable against GETCO Xxxxxxxx and Merger Sub in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”))terms.

Authority; No Violation. (a) GETCO Anchor has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOAnchor. The Board of Directors of GETCO Anchor has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement is advisable and Agreement, are in the best interests of GETCO Anchor and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOAnchor’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% Anchor Common Stock who are entitled to cast at least a majority of the outstanding GETCO Units votes which all holders of Anchor Common Stock are entitled to vote thereon, including cast on the consent of the GETCO CLASS P HOLDER matter (the “GETCO Holder ApprovalRequisite Anchor Vote”) ), and the adoption and approval of the Bank Merger Agreement by the board of directors of AnchorBank and Anchor as its sole shareholder, no other corporate proceedings on the part of GETCO Anchor are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Anchor and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub COld National) constitutes a valid and binding obligation of GETCOAnchor, enforceable against GETCO Anchor in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO Such Company has full all requisite trust or corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, duly and validly and unanimously approved by the Board of Directors Governors of GETCO and by such Company, including all of the managers Independent Governors of GETCOsuch Company. The Board of Directors Governors of GETCO such Company, including all of the Independent Governors of such Company, has unanimously determined unanimously that this Agreement and the terms of Mergers to which such Company is a party and the related Transactions are advisable and in the best interests of GETCO and its Holders such Company, determined that the interests of such Company’s existing stockholders will not be diluted as a result of the Transactions, has approved the Applicable Matters and has directed that this Agreement the Applicable Matters be submitted to GETCOsuch Company’s Holders entitled to vote stockholders for approval and adoption at a duly held meeting of such stockholders (the “CCT II Stockholders Meeting”, the “FSIC III Stockholders Meeting” or the “FSIC IV Stockholders Meeting”, as applicable) and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote receipt of the Holders of 70% of applicable Requisite Vote, the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are Applicable Matters have been authorized by all necessary to approve this Agreement trust or to consummate the transactions contemplated herebycorporate action. This Agreement has been duly and validly executed and delivered by GETCO such Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties to this Agreement) constitutes a the valid and binding obligation of GETCOsuch Company, enforceable against GETCO such Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of Company Option Agreement (this Agreement and the Mergers by Company Option Agreement, collectively, the Holders of GETCO, "Company Documents") and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Company has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such stockholders and, except for the approval of the Merger and this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonCompany's stockholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement Without limiting the foregoing, the Board of Directors of the Company has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of the Company. Each of the Company Documents has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyer) this Agreement constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO The Company has full corporate power and corporate authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOCompany 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 and the consummation of the transactions contemplated hereby have been dulyand (iii) subject to Section 5.10, validly and unanimously approved by recommended that the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that Stockholders adopt this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to consideration by the foregoing effectStockholders at the Company Stockholder Meeting. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% a majority of the outstanding GETCO Units shares of Company Common Stock entitled to vote thereon, including at the Company Stockholder Meeting or by written consent of a majority of the GETCO CLASS P HOLDER outstanding shares of Company Common Stock (the “GETCO Holder ApprovalCompany Required Vote”) ), no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub CSub) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO 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 generally (the “Bankruptcy and Equity ExceptionExceptions”)).

Authority; No Violation. (a) GETCO MECH has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of this Option Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. MECH The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and MECH has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote MECH's shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonMECH's shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO MECH (except for matters related to setting the date, time, place and record date for the meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by GETCO MECH and (assuming due authorization, execution and delivery by Xxxxxxx of this Agreement and by Xxxxxxx of the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub COption Agreement) constitutes a will constitute valid and binding obligation obligations of GETCOMECH, enforceable against GETCO MECH in accordance with its terms (their 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO UST has full corporate power and authority to execute and deliver this Agreement and, and subject to the approval and adoption receipt of this Agreement and the Mergers by the Holders of GETCO, UST Shareholder Approval (as defined below) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the UST Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOUST. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and UST has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote UST's shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% two-thirds of the votes of the outstanding GETCO Units shares of UST Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER thereon (the “GETCO Holder "UST Shareholder Approval”) "), no other corporate proceedings on the part of GETCO UST and no other shareholder votes are necessary to approve this Agreement or and the UST Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the UST Option Agreement have been duly and validly executed and delivered by GETCO and (assuming UST. Assuming due authorization, execution and delivery by SCHWAB and MERGER SUB, this Agreement and the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a UST Option Agreement constitute valid and binding obligation obligations of GETCOUST, enforceable against GETCO UST in accordance with its terms (except as may be limited by bankruptcytheir terms, insolvencysubject, fraudulent transferin the case of this Agreement, moratorium, reorganization or similar laws to the receipt of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”))UST Shareholder Approval.

Authority; No Violation. (a) GETCO has Purchaser and FCB have full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOrequired regulatory approvals set forth in Section 2.5, to consummate the transactions contemplated herebyhereby and to comply with the terms and provisions hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board Boards of Directors of GETCO Purchaser and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable FCB and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Purchaser or FCB are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger or the Bank Merger. This Agreement has been duly and validly executed and delivered by GETCO Purchaser and FCB and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Company and Merger Sub CGreat American of this Agreement) constitutes is a valid and binding obligation of GETCOPurchaser and FCB, enforceable against GETCO each of Purchaser and FCB in accordance with its terms (terms, except as enforcement may be limited by bankruptcy(i) receivership, insolvencyconservatorship or supervisory powers of bank regulatory agencies, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to (ii) general principles of equity and (iii) bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Neither the “Bankruptcy execution and Equity Exception”)).delivery of this Agreement by Purchaser and FCB, nor the consummation by Purchaser and FCB of the transactions contemplated hereby, nor compliance by Purchaser or FCB with any of the terms or provisions hereof, will (either with or without the giving of notice or the passing of time or both) (i) violate any provision of the Articles of Incorporation or Bylaws of Purchaser or the organizational documents of any Purchaser Subsidiary or (ii) subject to the receipt of the required regulatory approvals set forth in Section 2.5, (A) violate in any material respect any Law applicable to Purchaser or any Purchaser Subsidiary, or any of their respective properties or assets, or (B) violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material 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 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 Purchaser or any Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, (C) violate or conflict with any of the terms, conditions or provisions of any order, judgment or decree to which Purchaser or any Purchaser Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, or (D) result in the creation of any Lien upon any of the respective properties or assets of Purchaser or any Purchaser Subsidiary. 12

Authority; No Violation. (a) GETCO MBI has full corporate power and authority to execute and deliver this Agreement andand to consummate the transactions this Agreement contemplates, subject to the approval receipt of the Requisite MBI Vote (as defined below) and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyRequisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectMBI. Except for the approval and adoption of this Agreement and the GETCO Merger transactions this Agreement contemplates by the vote of sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors of MBI at a duly called meeting of the Board of Directors of MBI and by the affirmative vote of the Holders a majority of 70% votes cast at a meeting of the outstanding GETCO Units entitled to vote thereonMBI’s shareholders at which a quorum is present (such affirmative shareholder vote, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder ApprovalRequisite MBI Vote”) ), no other proceedings corporate approvals on the part of GETCO MBI are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.10, no corporate approvals on the part of MBI or Metro Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by GETCO and (MBI and, assuming the due authorization, execution and delivery of this Agreement by FNB, constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOMBI, enforceable against GETCO MBI in accordance with its terms (terms, except as 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 the availability of equity (the “Bankruptcy and Equity Exception”))equitable remedies.

Authority; No Violation. (a) GETCO EVBS has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of EVBS and adoption to the receipt of this Agreement and the Mergers by Consents of the Holders of GETCORegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of EVBS has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement Agreement, has directed that this Agreement, the Plan of Merger and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCOEVBS’s Holders entitled to vote shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this such Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonits shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings corporate proceeding on the part of GETCO are EVBS is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by EVBS and delivered by GETCO EVBS (and (assuming due authorization, execution and delivery by the CompanyEVBS), Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes will constitute a valid and binding obligation of GETCO, EVBS and will be enforceable against GETCO EVBS in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to general principles the discretion of equity (the “Bankruptcy and Equity Exception”))court before which any proceeding may be brought.

Authority; No Violation. (a) GETCO Sterling has full corporate power and authority to execute and deliver this Agreement and, subject to the approval stockholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOSterling. The Board of Directors of GETCO Sterling has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Sterling and its Holders stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOSterling’s Holders entitled to vote stockholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units shares of Sterling Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER on this Agreement (the “GETCO Holder ApprovalRequisite Sterling Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Sterling Bank and Sterling as Sterling Bank’s sole stockholder, no other corporate proceedings on the part of GETCO Sterling are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Sterling and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CXxxxxxx) constitutes a valid and binding obligation of GETCOSterling, enforceable against GETCO Sterling in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO Parent has full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly, validly and unanimously approved adopted by the Board board of Directors directors of GETCO and by Parent, the managers board of GETCO. The Board directors of Directors of GETCO Parent has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted resolved to GETCOrecommend to Parent’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for shareholders the approval of this Agreement and the GETCO Merger transactions contemplated herein, and all necessary corporate action in respect thereof on the part of Parent has been taken, subject to the approval by the affirmative vote of the Holders of 70% two-thirds of the outstanding GETCO Units votes entitled to vote thereon, including be cast by the consent holders of the GETCO CLASS P HOLDER shares of Parent Common Stock (the “GETCO Holder Parent Shareholder Approval”) no other proceedings on ), and, with respect to the part Name Change, the approval by the affirmative vote of GETCO are necessary two-thirds of the votes entitled to approve this Agreement or to consummate be cast by the transactions contemplated herebyholders of shares of Parent Common Stock. This Agreement has been duly and validly executed and delivered by GETCO and (assuming Parent. Assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) this Agreement constitutes a valid and binding obligation of GETCOParent, enforceable against GETCO Parent in accordance with its terms (terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Bankruptcy and Equity Exception”))or at law.

Authority; No Violation. (a) GETCO Purchaser has full corporate power and authority to execute and deliver this Agreement and, subject to the approval Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and adoption (ii) the other approvals listed in Section 4.4 of this Agreement and the Mergers by the Holders of GETCOAgreement, to consummate the transactions contemplated hereby in accordance with the terms hereof. On or prior to the date of this Agreement, Purchaser’s Board of Directors and the Bank’s Board of Directors have (i) 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 and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved (i) by the Board Boards of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement Purchaser and the GETCO Merger Bank and (ii) by Purchaser as the affirmative vote sole shareholder of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no Bank. No other corporate proceedings on the part of GETCO Purchaser or the Bank (including no approval by Purchaser’s shareholders) are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Purchaser and the Bank and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CShore) this Agreement constitutes a valid and binding obligation of GETCOPurchaser and the Bank, enforceable against GETCO Purchaser and the Bank 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 (the “Bankruptcy equity, whether applied in a court of law or a court of equity, and Equity Exception”))by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) GETCO Village has full corporate power and corporate authority to execute and deliver this Agreement and, subject to and the approval and adoption of this Option Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOVillage. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Village has directed that this Agreement Agreement, the Merger and the other transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote Village's shareholders for approval and adoption and has adopted a resolution to at the foregoing effect. Except Special Meeting and, except for the approval of this Agreement Agreement, the Merger and the GETCO Merger other transactions contemplated hereby by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonVillage's shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Village (except for matters related to setting the date, time, place and record date for the Special Meeting) are necessary to approve this Agreement, the Bank Merger Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by GETCO Village and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CXxxxxxx) constitutes a will constitute valid and binding obligation obligations of GETCOVillage, enforceable against GETCO Village in accordance with its terms (their 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly approved and this Agreement duly adopted unanimously approved by the Board of Directors of GETCO and by the managers Company. As of GETCO. The the date of this Agreement, the Board of Directors of GETCO the Company has unanimously determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO the Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOthe Company’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of the Holders a majority of 70% of all the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER Company Common Stock (the “GETCO Holder Company Shareholder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity and Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) ((as applicable) (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (ai) GETCO PBHC has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOPBHC Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by PBHC. As of the managers date of GETCO. The this Agreement, the Board of Directors of GETCO PBHC has determined unanimously that this Agreement is advisable and in the best interests of GETCO PBHC and its Holders shareholders and has directed that this Agreement be submitted to GETCOPBHC’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the approval affirmative vote to approve this Agreement by the holders of a majority of the outstanding shares of PBHC Common Stock at a meeting called therefor (the “PBHC Shareholder Approval”), this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby have been authorized by all necessary corporate action of PBHC. This Agreement has been duly and validly executed and delivered by GETCO PBHC and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CCenterState) constitutes a the valid and binding obligation of GETCOPBHC, enforceable against GETCO PBHC in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO Allaire has full corporate power and authority to execute and deliver this Agreement xxxx Xxreement and, subject to the approval and adoption of this Agreement the stockholders of Allaire and the Mergers by receipt of the Holders Consents of GETCOthe Regulatory Authorities, to consummate xx xxxsummate the transactions contemplated hereby. The execution and delivery Board of Directors of Allaire has determined that this Agreement and the consummation of the transactions contemplated contemxxxxxx hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and are in the best interests of GETCO Allaire and its Holders stockholders and has directed that this Agreement and xxx xxxnsactions contemplated by this Agreement be submitted to GETCO’s Holders entitled to vote Allaire's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except duly held meeting of such stoxxxxxxxxx and, except for the approval of this Agreement and the GETCO Merger transactions contemplated by this Agreement by the affirmative vote of the Holders holders of 70% two-thirds of the outstanding GETCO Units shares of Allaire Common Stock entitled to vote thereonat such meeting, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings corporxxx xxxceedings on the part of GETCO Allaire are necessary to approve this Agreement or to consummate the transactions txxxxxxxions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Allaire and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Banxxxx xxd subject to any review and Merger Sub Capproval of any Regulatory Authority) constitutes a valid and binding obligation of GETCOAllaire, enforceable against GETCO Allaire in accordance with its terms (except as excxxx xx may be limited by bankruptcybankxxxxxx, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally generally, and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to general principles the discretion of equity (the “Bankruptcy and Equity Exception”)court before which any proceeding may be brought).

Authority; No Violation. (a) GETCO Nextel has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by Nextel (the managers of GETCO“Nextel Board”). The Nextel Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO Nextel and its Holders stockholders, has resolved to recommend that holders of Nextel Class A Common Stock vote in favor of the adoption of this Agreement and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCONextel’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to duly held meeting of such stockholders (the foregoing effect. Except “Nextel Stockholders Meeting”), and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of a majority of the Holders of 70% holders of the outstanding GETCO Units shares of Nextel Class A Common Stock entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER at such meeting (the “GETCO Holder Nextel Stockholder Approval”) ), no other corporate proceedings on the part of GETCO Nextel or vote by the holders of any class or series of Nextel Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Nextel and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCONextel, enforceable against GETCO Nextel in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO FNBSM has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders Plan of GETCO, Merger and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement by FNBSM and the consummation by FNBSM of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and FNBSM and, except for approval by the managers shareholders of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonFNBSM, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO FNBSM are necessary to approve this Agreement or to consummate complete the transactions contemplated herebyhereby and by the Plan of Merger. This Agreement has been duly and validly executed and delivered by GETCO FNBSM and, subject to approval of the shareholders of FNBSM and (assuming due authorizationreceipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof, execution and delivery by constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOFNBSM, enforceable against GETCO FNBSM in accordance with its terms (except as may be limited by terms, subject to applicable conservatorship or receivership provisions of the FDIA bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating to or affecting the creditors' rights of creditors generally and subject subject, as to enforceability, to general principles of equity (equity. The Plan of Merger, upon its execution and delivery by FNBSM concurrently with the “Bankruptcy execution and Equity Exception”))delivery of this Agreement, and subject to approval of the shareholders of FNBSM and receipt of the required approvals from Regulatory Authorities described in Section 3.04 hereof, will constitute the valid and binding obligation of FNBSM, enforceable against FNBSM in accordance with its terms, subject to applicable conservatorship or receivership provisions of the FDIA, or bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

Authority; No Violation. (a) GETCO The Company has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval and adoption of this Agreement and the Mergers by the Holders of GETCOCompany Requisite Vote, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany Board. The Company Board (on the recommendation of Directors of GETCO the Company Special Committee) has unanimously (i) determined unanimously that (A) this Agreement is advisable and the terms of the Mergers and the related Transactions are advisable, fair to and in the best interests of GETCO the Company and its Holders stockholders and has directed that this Agreement (B) the interests of the Company’s existing stockholders will not be submitted to GETCO’s Holders entitled to vote for approval diluted as a result of the Transactions, (ii) approved, adopted and adoption and has adopted a resolution to the foregoing effect. Except for the approval of declared advisable this Agreement and the GETCO Transactions (including the Merger and other Company Matters), (iii) directed that the approval of the Company Matters be submitted to the Company’s stockholders at a duly held meeting of such stockholders (the “Company Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Company approve the Company Matters, including the Merger. Except for receipt of the approval of the Company Matters by the affirmative vote of the Holders holders of 70% of the outstanding GETCO Units Company Common Stock entitled to vote thereon, including cast a majority of all the consent of votes entitled to be cast on the GETCO CLASS P HOLDER matters to be approved at the Company Stockholders Meeting (the “GETCO Holder ApprovalCompany Requisite Vote”) no ), the Merger and the other proceedings Transactions have been authorized by all necessary corporate action on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, BlockerAcquiror, Merger Sub A, Merger Sub B and Merger Sub Cthe Acquiror Adviser) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Enforceability Exception”)).

Authority; No Violation. (a) GETCO TMCS has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been dulyduly and validly authorized (including such authorization as may be required so that no state anti-takeover statute or similar statute or regulation, including, without limitation, Section 203 of the DGCL, is or becomes operative with respect to this Agreement or the transactions contemplated hereby) and this Agreement has been duly and validly and unanimously approved adopted, by the Board of Directors of GETCO and by the managers of GETCOTMCS. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and TMCS has directed that an information statement describing this Agreement and the transactions contemplated hereby be submitted mailed to GETCO’s Holders entitled to TMCS's stockholders and, except for (i) obtaining the requisite vote for approval of the holders of TMCS Class A Common Stock and adoption and has adopted TMCS Class B Common Stock, voting together as a resolution to the foregoing effect. Except single class, for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote transactions contemplated hereby (it being understood that, pursuant to Section 9.4(b) hereof, Parent has agreed to cause to be voted in favor of the Holders adoption of 70% this Agreement the shares of TMCS Class A Common Stock it owns or the outstanding GETCO Units entitled votes of which it controls, and that such number of shares is sufficient to vote thereonobtain such stockholder approval) and (ii) the filing by TMCS with the Delaware Secretary of State of a certificate of merger with respect to the TMCS Merger and the matters contemplated by Article I of this Agreement, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO TMCS are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO TMCS and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a valid and binding obligation of GETCOTMCS, enforceable against GETCO TMCS in accordance with its terms (except as 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 the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO Each of Catskill and its Subsidiaries has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOrequired regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCatskill. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Catskill has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote Catskill's shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except special meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonCatskill's shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Catskill (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by GETCO Catskill and (assuming due authorization, execution and delivery by Troy of this Agreement and by Troy of the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub COption Agreement) constitutes a will xxxstitute valid and binding obligation bindinx obligations of GETCOCatskill, enforceable against GETCO Catskill in accordance with its terms (their 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO MBI has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOMBI Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions TABLE OF CONTENTS​ contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by MBI. As of the managers date of GETCO. The this Agreement, the Board of Directors of GETCO MBI has determined unanimously that this Agreement is advisable and in the best interests of GETCO MBI and its Holders shareholders and has directed that this Agreement be submitted to GETCOMBI’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the approval affirmative vote to approve this Agreement by the holders of a majority of all the votes entitled to be cast by the holders of the outstanding MBI Common Stock at a meeting called therefor (the “MBI Shareholder Approval”), this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by GETCO MBI and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CPHC) constitutes a the valid and binding obligation obligations of GETCOMBI, enforceable against GETCO MBI in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by Company. Prior to the managers of GETCO. The entry into this Agreement, the Board of Directors of GETCO Company has unanimously determined unanimously (i) that this Agreement is advisable and the Merger are fair to and in the best interests of GETCO Company and its Holders shareholders, (ii) resolved to recommend that Company’s shareholders adopt or approve this Agreement and has the Merger (the “Company Recommendation”), (iii) approved this Agreement and the Merger and (iv) directed that this Agreement and the Merger be submitted to GETCOCompany’s Holders entitled to vote shareholders for adoption or approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the adoption or approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% two-thirds of the outstanding GETCO Units votes which all Company shareholders are entitled to vote thereon, including cast on the consent of the GETCO CLASS P HOLDER matter (the “GETCO Holder ApprovalRequisite Company Vote”) ), no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO MidConn Bank has full corporate power and authority to execute and deliver this Agreement andAgreement, subject to the approval Articles of Combination and adoption of this the Option Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Articles of Combination and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOMidConn Bank. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and MidConn Bank has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote MidConn Bank's shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except special meeting of such shareholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonAgreement, including the consent Articles of Combination, by the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) requisite vote of MidConn Bank's shareholders, no other corporate proceedings on the part of GETCO MidConn Bank (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Articles of Combination and the Option Agreement, upon execution and delivery by MidConn Bank, will be duly and validly executed and delivered by GETCO MidConn Bank and (assuming due authorization, execution and delivery by EFC and Eagle Bank of this Agreement and by EFC of the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub COption Agreement) constitutes a will constitute valid and binding obligation obligations of GETCOMidConn Bank, enforceable against GETCO MidConn Bank in accordance with its terms (their 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO Each of the Partnership, One Winthrop, and Xxxxxxxx-Xxxxxxxxx has full all requisite power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOobtaining Limited Partner Consent, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Partnership, One Winthrop, and Xxxxxxxx-Xxxxxxxxx, the performance by each of them of their respective obligations hereunder, and the consummation by each of them of the transactions contemplated hereby have been dulyduly and validly authorized by One Winthrop, validly and/or Xxxxxxxx-Xxxxxxxxx, as the case may be, and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings action on the part of GETCO are the Partnership, One Winthrop or Xxxxxxxx-Xxxxxxxxx is necessary to approve authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, obtaining Limited Partner Consent). Each of the Partnership, One Winthrop, and Xxxxxxxx-Xxxxxxxxx has approved this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO each of the Partnership, One Winthrop, and Xxxxxxxx-Xxxxxxxxx, and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B RESI II Fund and Merger Sub CSub) this Agreement constitutes a the valid and binding obligation obligations of GETCOeach such person, enforceable against GETCO such person in accordance with its terms (terms, except as that enforcement hereof may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar laws affecting enforcement of general applicability relating to or affecting the creditors’ rights of creditors generally and except that enforcement hereof may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the “Bankruptcy and Equity Exception”))availability of equitable remedies.

Authority; No Violation. (a) GETCO HSBC has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by all necessary corporate action on the Board part of Directors of GETCO HSBC, and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO HSBC are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO HSBC and (assuming due authorization, execution and delivery of this Agreement by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CAlliance) constitutes a valid and binding obligation of GETCOHSBC, enforceable against GETCO HSBC 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 generally. (b) Upon its formation, Trust Company will have full power and authority to execute and deliver this Agreement and to consummate the “Bankruptcy transactions contemplated hereby. The execution and Equity Exception”)).delivery by Trust Company of this Agreement and the consummation of the transactions contemplated hereby will be duly and validly approved by the Board of Directors of Trust Company and by HSBC as sole stockholder of Trust Company, and, upon such approvals, no other corporate proceedings on the part of Trust Company will be necessary to consummate the transactions contemplated hereby. This Agreement will be duly and validly executed and delivered by Trust Company and (assuming due authorization, execution and delivery of this Agreement by Alliance) will constitute a valid and binding obligation of Trust Company, enforceable against Trust 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. 67

Authority; No Violation. (a) GETCO Each of the Oconee Parties has full power and authority to execute and deliver this Agreement andAgreement, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Oconee Parties and the consummation completion by the Oconee Parties of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board requisite vote of the Boards of Directors of GETCO the Oconee Parties and by OFED as the managers sole stockholder of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonOconee Federal, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) and, no other proceedings on the part of GETCO are any of the Oconee Parties is necessary to approve this Agreement or to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO and (assuming due authorizationthe Oconee Parties and, execution and delivery by subject to the Companyreceipt of Regulatory Approvals, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a the valid and binding obligation obligations of GETCOthe Oconee Parties, enforceable against GETCO the Oconee Parties in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and as to Oconee Federal, the conservatorship or receivership provisions of general applicability relating the FDIA, and subject, as to or affecting the rights of creditors generally and subject enforceability, to general principles of equity equity. No vote or consent of the holders of any class or series of capital stock of OFED or the members of Oconee MHC is necessary to approve this Agreement or the Mergers or the other transactions contemplated hereby. The vote or consent of OFED as the sole stockholder of Oconee Federal (which shall have occurred prior to the “Bankruptcy and Equity Exception”))Second Merger Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Oconee Federal necessary to approve the Second Merger, any agreements entered into to effect the Second Merger or the other transactions contemplated hereby or thereby.

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger and the “plan of merger” (as such term is used in KRS 271B.11-010) contained in this Agreement, have been duly, duly and validly adopted and unanimously approved in accordance with the KBCA by the Board of Directors of GETCO and Company by the managers of GETCOa unanimous vote thereof. The Board of Directors of GETCO Company has (i) in reliance upon the information, opinions, reports and financial data prepared and presented by Company’s legal and financial advisers, determined unanimously that this Agreement is advisable and the transactions contemplated hereby, including the Merger and the “plan of merger”, are advisable, fair to, and in the best interests of GETCO and its Holders and has the holders of the Company Common Stock, (ii) directed that this Agreement Agreement, including the “plan of merger” contained in this Agreement, be submitted to GETCO’s Holders entitled to vote the holders of the Company Common Stock for approval adoption, and adoption (iii) recommended that the holders of the Company Common Stock approve and has adopted adopt this Agreement and the “plan of merger” set forth in this Agreement at a resolution to meeting of the foregoing effectholders of Company Common Stock. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereon, including the consent be cast by holders of the GETCO CLASS P HOLDER outstanding Company Common Stock (the “GETCO Holder Company Shareholder Approval”) ), no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly, duly and validly and unanimously approved by the Board board of Directors directors of GETCO and by Company, the managers board of GETCO. The Board directors of Directors of GETCO Company has determined unanimously that this Agreement is advisable and the transactions contemplated hereby (including the Merger) are fair to and in the best interests of GETCO Company and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption shareholders and has adopted a resolution recommending that this Agreement be approved by Company’s shareholders (the “Company Board Recommendation”), and all necessary corporate action in respect thereof on the part of Company has been taken, subject to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby (including the Merger) by the affirmative vote of the Holders of 70% two-thirds of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Voting Common Stock (the “GETCO Holder Requisite Shareholder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated hereby). This Agreement has been duly and validly executed and delivered by GETCO and (assuming Company. Assuming due authorization, execution and delivery by the CompanyParent, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) this Agreement constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law (the collectively, “Bankruptcy and Equity ExceptionRemedies Exceptions”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly approved and unanimously approved this Agreement duly adopted by the Board of Directors of GETCO and by the managers of GETCOCompany Board. The Company Board of Directors of GETCO has determined unanimously that the First Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO the Company and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOthe Company’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of a majority of all the Holders of 70% of the outstanding GETCO Units votes entitled to vote thereon, including the consent be cast by holders of the GETCO CLASS P HOLDER outstanding Company Common Stock (the “GETCO Holder Company Shareholder Approval”) ), no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval stockholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO the Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO the Company and its Holders stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's stockholders for approval and adoption at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereonshares of Company Common Stock (the "Requisite Company Vote"), including and the consent adoption and approval of the GETCO CLASS P HOLDER (Bank Merger Agreement by the “GETCO Holder Approval”) Company as its sole stockholder, no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CParent) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity Exception”"Enforceability Exceptions")).

Authority; No Violation. (a) GETCO Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO Company has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO and its Holders Company and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOCompany’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Common Stock (the “GETCO Holder Requisite Company Shareholder Approval”) ), and the adoption and approval of the Bank Merger Agreement by the board of directors of Selling Bank and Company as its sole shareholder, no other corporate proceedings on the part of GETCO Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. As of the date hereof, the Board of Directors of the Company has no Knowledge of any fact, event or circumstance that would cause any beneficial holder of five percent (5%) or more of the outstanding shares of Company Common Stock to vote against the adoption of this Agreement, the Merger and the other transactions contemplated hereby, including the Bank Merger. This Agreement has been duly and validly executed and delivered by GETCO Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CPurchaser) constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO HRB has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of HRB and adoption to the receipt of this Agreement and the Mergers by Consents of the Holders of GETCORegulatory Authorities, to consummate the transactions contemplated hereby. The By a unanimous vote, the Board of Directors of HRB has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement Agreement, has directed that this Agreement, the Plan of Merger and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCOHRB’s Holders entitled to vote shareholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such shareholders and, except for the approval adoption of this such Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonits shareholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings corporate proceeding on the part of GETCO are HRB is necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been Agreement, when duly and validly executed by HRB and delivered by GETCO HRB (and (assuming due authorization, execution and delivery by the CompanyHRB), Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes will constitute a valid and binding obligation of GETCO, HRB and will be enforceable against GETCO HRB in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to general principles the discretion of equity (the “Bankruptcy and Equity Exception”))court before which any proceeding may be brought.

Authority; No Violation. (a) GETCO has Subject to the approval of this Agreement and the transactions contemplated hereby by all applicable regulatory authorities and by the stockholders of MSB, and except as set forth in Section 3.3 of the MSB Disclosure Schedule, MSB and Bank have the full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and and, except as set forth in Section 3.3 of the MSB Disclosure Schedule, the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by all of the Board directors of Directors MSB and Bank in accordance with their respective Certificates of GETCO Incorporation and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable applicable laws and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effectregulations. Except for the approval of this Agreement such approvals, and the GETCO Merger by the affirmative vote except as set forth in Section 3.3 of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonMSB Disclosure Schedule, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings not otherwise contemplated hereby on the part of GETCO MSB or Bank are necessary to approve this Agreement or to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by GETCO MSB and (assuming due authorizationBank, execution and delivery by constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOeach of MSB and Bank, enforceable against GETCO MSB and Bank in accordance with its terms (terms, except as to the extent that enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization conservatorship, receivership or other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of creditors generally of federally-chartered savings banks or their holding companies, (ii) general equitable principles, and subject (iii) laws relating to general principles the safety and soundness of equity (insured depository institutions and except that no representation is made as to the “Bankruptcy and Equity Exception”)).effect or availability of equitable remedies or injunctive relief..

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of Company Option Agreement (this Agreement and the Mergers by Company Option Agreement, collectively, the Holders of GETCO, "Company Documents") and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Company has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such stockholders and, except for the approval of the Merger and this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonCompany's stockholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement Without limiting the foregoing, the Board of Directors of the Company has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of the Company. Each of the Company Documents has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyer) this Agreement constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO 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 generally. (b) The Company Bank has full corporate power and authority to execute and deliver the “Bankruptcy Bank Merger Agreement and Equity Exception”))to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of the Company Bank. Upon the due and valid approval of the Bank Merger Agreement by the Board of Directors of the Company Bank and by the Company as the sole stockholder of the Company Bank, no other corporate proceedings on the part of the Company Bank will be necessary to consummate the transactions contemplated thereby. The Bank Merger Agreement, upon execution and delivery by the Company Bank, will be duly and validly executed and delivered by the Company Bank and will (assuming due authorization, execution and delivery by Buyer Bank) constitute a valid and binding obligation of the Company Bank, enforceable against the Company Bank 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. (c) Except as set forth in Section 4.3(c) of the Company Disclosure Schedule, neither the execution and delivery of the Company Documents by the Company or the Bank Merger Agreement by the Company Bank, nor the consummation by the Company or the Company Bank, as the case may be, of the transactions contemplated hereby or thereby, nor compliance by the Company or the Company Bank, as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Articles of Incorporation or By-Laws of the Company or the articles 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 4.4 hereof are duly obtained prior to the Effective Time, (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. 4.4.

Authority; No Violation. (a) GETCO TriSummit has full corporate power and authority to execute and deliver this Agreement and, subject to assuming receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOTriSummit Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by TriSummit and the consummation by TriSummit of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOTriSummit. The Board of Directors of GETCO TriSummit has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO TriSummit and its Holders shareholders and has directed that this Agreement be submitted to GETCOTriSummit’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units all shares of TriSummit Common Stock and TriSummit Series A Preferred entitled to vote thereonon this Agreement, including the consent of the GETCO CLASS P HOLDER voting together as a single class (the “GETCO Holder TriSummit Shareholder Approval”) ), no other corporate proceedings on the part of GETCO TriSummit are necessary to approve this Agreement or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by GETCO TriSummit and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CHomeTrust) constitutes a valid and binding obligation of GETCOTriSummit, enforceable against GETCO TriSummit in accordance with its terms (except as 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 (the “Bankruptcy and Equity Enforceability Exception”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to and upon receipt of the approval Company Stockholder Approval (as defined below) will have full corporate power and adoption of this Agreement and the Mergers by the Holders of GETCO, authority to consummate the transactions contemplated hereby. The Company's Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) duly and validly approved the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has (iii) directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's stockholders for approval and adoption and has adopted at a resolution to the foregoing effectspecial meeting of such stockholders. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of Company Common Stock as of the GETCO CLASS P HOLDER record date for such stockholders' meeting (the “GETCO Holder "Company Stockholder Approval”) "), no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub CSub) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms terms, subject to (except as may be limited by i) applicable bankruptcy, insolvency, fraudulent transfertransfer and conveyance, moratorium, reorganization or reorganization, receivership and similar laws of general applicability relating to or affecting the enforcement of the rights and remedies of creditors generally and subject to general (ii) principles of equity (the “Bankruptcy regardless of whether considered and Equity Exception”)applied in a proceeding in equity or at law).

Authority; No Violation. (a) GETCO Cowen has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of this Registration Rights Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCowen. The Board of Directors of GETCO Cowen has determined unanimously that this Agreement is advisable and in the best interests of GETCO Cowen and its Holders stockholders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote Xxxxx’x stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for the approval and adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units shares of Cowen Common Stock entitled to vote thereonat such meeting, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Cowen are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Each of this Agreement and the Registration Rights Agreement has been duly and validly executed and delivered by GETCO Cowen and (assuming assuming, with respect to this Agreement, due authorization, execution and delivery by the CompanyRamius, Knight, BlockerNew Parent, Merger Sub A, Merger Sub B and Merger Sub CExchange Sub) constitutes a the valid and binding obligation obligations of GETCOCowen, enforceable against GETCO Cowen in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (ai) GETCO LCNB has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOactions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Bank Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOLCNB Board. The LCNB Board of Directors of GETCO has determined unanimously that the Parent Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO LCNB and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement Agreement, the transactions contemplated herein, and the GETCO Merger by the affirmative vote adoption and approval of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonSubsidiary Bank Merger Agreement by LCNB, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) as LCNB Bank’s sole shareholder, no other corporate proceedings on the part of GETCO LCNB are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO LCNB and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CLCNB) constitutes a valid and binding obligation of GETCOLCNB, enforceable against GETCO LCNB in accordance with its terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization reorganization). The LCNB Common Shares to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of LCNB will have any preemptive right or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).in respect thereof. 44

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO the Company has (i) determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO the Company and its Holders and has shareholders, (ii) directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's shareholders for approval at a meeting of such shareholders and adoption resolved to recommend to the Company's shareholders that they approve this Agreement and has the transactions contemplated hereby and (iii) adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated hereby (including the Merger) by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units Company Common Stock entitled to vote thereon(the "Requisite Company Vote"), including and the consent adoption and approval of the GETCO CLASS P HOLDER (Bank Merger Agreement by Company Bank and the “GETCO Holder Approval”) Company as its sole shareholder, no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Purchaser and Merger Sub CSub) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity Exception”"Enforceability Exceptions")).

Authority; No Violation. (a) GETCO Acquiror has full corporate power and authority to execute and deliver this Agreement and, subject to the approval Parties’ obtaining (i) all bank regulatory approvals required to effectuate the and adoption (ii) the other approvals listed in Section 4.3 of this Agreement. On or prior to the date of this Agreement, Acquiror’s Board of Directors has (i) determined that this Agreement and the Mergers by Merger are fair to and in the Holders best interests of GETCOAcquiror and its shareholder and declared the Merger and the other transactions contemplated hereby to be advisable, to consummate (ii) approved this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOAcquiror. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no No other corporate proceedings on the part of GETCO Acquiror or are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Acquiror and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBank) this Agreement constitutes a valid and binding obligation of GETCOAcquiror, enforceable against GETCO Acquiror 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 (the “Bankruptcy equity, whether applied in a court of law or a court of equity, and Equity Exception”))by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) GETCO HBC has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the approval and adoption of this Agreement and the Mergers by the Holders of GETCOHBC Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by HBC. As of the managers date of GETCO. The this Agreement, the Board of Directors of GETCO HBC has determined unanimously that this Agreement is advisable and in the best interests of GETCO HBC and its Holders shareholders and has directed that this Agreement be submitted to GETCOHBC’s Holders entitled to vote shareholders for approval and adoption at a duly held meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the approval affirmative vote to approve this Agreement by the holders of a majority of the outstanding shares of HBC Common Stock at a meeting called therefor (the “HBC Shareholder Approval”), this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyhereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by GETCO HBC and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CCenterState) constitutes a the valid and binding obligation of GETCOHBC, enforceable against GETCO HBC in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO the Company (excluding Xxxxxxxxxx, who abstained and by the managers of GETCOrecused himself from such discussions). The Board of Directors of GETCO the Company (excluding Xxxxxxxxxx, who abstained and recused himself from such discussions) has determined unanimously that this Agreement is advisable and in the best interests of GETCO the Company and its Holders the Non-Investor Stockholders and has directed that this Agreement be submitted to GETCOthe Company’s Holders entitled to vote stockholders for approval and adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for receipt of the approval affirmative vote to adopt this Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”), this Agreement and the GETCO Merger transactions contemplated hereby have been authorized by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings all necessary corporate action on the part of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub CSub) constitutes a the valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms (except as 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 (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) GETCO FS Bancorp has full power and authority to execute and deliver this Agreement Agreement, and, subject to the adoption and approval and adoption of this Agreement and the Mergers by the Holders holders of GETCOa majority of the votes cast by holders of issued and outstanding FS Bancorp Common Stock at a meeting of stockholders called for that purpose (“FS Bancorp Stockholder Approval”), to consummate the transactions contemplated herebyhereby (other than the Second Merger). The execution and delivery of this Agreement by FS Bancorp and the consummation completion by FS Bancorp of the transactions contemplated hereby (other than the Second Merger) have been duly, duly and validly and unanimously approved by the requisite vote of Board of Directors of GETCO FS Bancorp and by FS Bancorp as the managers sole stockholder of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except Franklin Bank, and, except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonFS Bancorp Stockholder Approval, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other proceedings proceeding on the part of GETCO are FS Bancorp is necessary to approve this Agreement or to consummate complete the transactions contemplated herebyhereby (other than the Second Merger). This Agreement has been duly and validly executed and delivered by GETCO FS Bancorp and, subject to the FS Bancorp Stockholder Approval and (assuming due authorizationthe receipt of the required Regulatory Approvals, execution and delivery by constitutes the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) constitutes a valid and binding obligation of GETCOFS Bancorp, enforceable against GETCO FS Bancorp in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or insolvency and similar laws of general applicability relating affecting creditors’ rights generally, and subject, as to or affecting the rights of creditors generally and subject enforceability, to general principles of equity (the “Bankruptcy and Equity Exception”))equity.

Authority; No Violation. (a) GETCO Each Xxxx Seller, Xxxx A and Xxxx B has full partnership power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by all requisite action on the Board part of Directors of GETCO each Xxxx Seller, Investor, Xxxx A and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable Xxxx B, and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted to GETCO’s Holders entitled to vote for approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereon, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other partnership proceedings on the part of GETCO any Xxxx Seller, Xxxx A or Xxxx B or any affiliate of any Xxxx Seller are necessary to approve execute and deliver this Agreement or the agreements contemplated hereby (the “Ancillary Agreements”) or to consummate the transactions contemplated hereby. The consent of the equityholders of the Investors is not required to execute and deliver this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereunder. This Agreement has been and all Ancillary Agreements at Closing will be duly and validly executed and delivered by GETCO each Xxxx Seller, Xxxx A and Xxxx B and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyers) constitutes a constitute valid and binding obligation obligations of GETCOsuch Xxxx Seller, Xxxx A and Xxxx B, enforceable against GETCO such Xxxx Seller, Xxxx A or Xxxx B in accordance with its their respective terms (except in all cases as 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 the availability of equity equitable remedies (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO S1 has full corporate power and authority to execute and deliver this Agreement Agreement, and, subject to the approval and adoption of this Agreement and the Mergers by the Holders holders of GETCOa majority of the shares of S1 Common Stock represented in person or by proxy at the meeting of S1 stockholders at which the issuance of the shares of S1 Common Stock in the Merger contemplated hereby (the "S1 Ixxxxxxx") xx considered, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOS1. The Board of Directors of GETCO S1 has determined unanimously that declared the S1 Issuance and this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement S1 Issuance be submitted to GETCO’s Holders entitled to vote S1's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except special meeting of such stockholders and, except for the approval of this Agreement and the GETCO Merger such matters by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonS1's stockholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO S1 (except for matters related to setting the date, time, place and record date for the special meeting) are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has and the Option Agreement have been duly and validly executed and delivered by GETCO S1 and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CEdify) constitutes a constitute valid and binding obligation obligations of GETCOS1, enforceable against GETCO S1 in accordance with its terms (their 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar law affecting creditors' rights and remedies generally.

Authority; No Violation. (a) GETCO Nextel has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by Nextel (the managers of GETCO"Nextel Board"). The Nextel Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the transactions contemplated hereby are in the best interests of GETCO Nextel and its Holders stockholders, has resolved to recommend that holders of Nextel Class A Common Stock vote in favor of the adoption of this Agreement and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote Nextel's stockholders for approval and adoption and has adopted at a resolution to duly held meeting of such stockholders (the foregoing effect. Except "Nextel Stockholders Meeting"), and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of a majority of the Holders of 70% holders of the outstanding GETCO Units shares of Nextel Class A Common Stock entitled to vote thereonat such meeting ("Nextel Stockholder Approval"), including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO Nextel or vote by the holders of any class or series of Nextel Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Nextel and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCONextel, enforceable against GETCO Nextel in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO M-CO has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOAgreement, to consummate the transactions contemplated herebyMerger and the other Transactions and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the other Transactions have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOM-CO Board. The M-CO Board of Directors of GETCO has determined unanimously that this Agreement is advisable and the Merger and the other Transactions are in the best interests of GETCO M-CO and its Holders shareholders and that considering the financial position of M-CO and Merger Sub and subject to the consummation of this Agreement and the other Transactions, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of M-CO to its creditors, has adopted this Agreement and recommended that its shareholders vote in favor of the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement and has directed that this Agreement a meeting of M-CO’s shareholders be submitted to GETCO’s Holders entitled to vote duly convened for approval and adoption and has adopted a resolution to such purpose (the foregoing effect“M-CO Shareholders Meeting”). Except for the approval of this Agreement Agreement, the Merger and the GETCO Merger other transactions contemplated by this Agreement by the affirmative vote M-CO Board, which has been obtained, and holders of the Holders of 70% a majority of the outstanding GETCO Units shares of M-CO Ordinary Shares entitled to vote thereon, including at the consent of the GETCO CLASS P HOLDER M-CO Shareholders Meeting (the “GETCO Holder M-CO Shareholder Approval”) ), no other corporate proceedings on the part of GETCO M-CO or any other vote by the holders of any class or series of M-CO Share Capital are necessary to approve or adopt this Agreement or to consummate the transactions contemplated herebyMerger and the other Transactions (except for the filing of the appropriate merger documents and obtaining a Merger Certificate as required by the Companies Law, including as set forth in Section 6.05 below). This Agreement has been duly and validly executed and delivered by GETCO M-CO and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub Cother parties hereto) constitutes a the valid and binding obligation of GETCOM-CO, enforceable against GETCO M-CO in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or Laws affecting the rights of creditors generally and subject to general principles the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (ai) GETCO Premier Financial has full corporate power and authority to execute and deliver this Agreement and, subject to the approval shareholder and adoption of this Agreement and the Mergers by the Holders of GETCOother actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Subsidiary Mergers have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOPremier Financial Board. The Premier Financial Board has determined, subject to Section 6.06 of Directors of GETCO has determined unanimously this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO Premier Financial and its Holders shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOPremier Financial’s Holders entitled to vote shareholders for approval and adoption (with the Premier Financial Board’s recommendation in favor of approval) at a meeting of the shareholders, and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Premier Financial Common Stock (the “GETCO Holder ApprovalRequisite Premier Financial Vote”) ), and the adoption and approval of the Bank Merger Agreements by Premier Financial as sole shareholder of Citizens Bank and Premier Bank, respectively, no other corporate proceedings on the part of GETCO Premier Financial are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO Premier Financial and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CPeoples) constitutes a valid and binding obligation of GETCOPremier Financial, enforceable against GETCO Premier Financial in accordance with its terms (except in all cases as 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 the availability of equity (the “Bankruptcy and Equity Exception”)equitable remedies).

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to and upon receipt of the approval Company Stockholder Approval (as defined below) will have full corporate power and adoption of this Agreement and the Mergers by the Holders of GETCO, authority to consummate the transactions contemplated hereby. The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) duly and validly approved the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCO. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has (iii) directed that this Agreement and the transactions contemplated hereby be submitted to GETCOthe Company’s Holders entitled to vote stockholders for approval and adoption and has adopted at a resolution to the foregoing effectspecial meeting of such stockholders. Except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of Company Common Stock as of the GETCO CLASS P HOLDER record date for such stockholders’ meeting (the “GETCO Holder ApprovalCOMPANY STOCKHOLDER APPROVAL”) ), no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B Parent and Merger Sub CSub) constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO the Company in accordance with its terms terms, subject to (except as may be limited by i) applicable bankruptcy, insolvency, fraudulent transfertransfer and conveyance, moratorium, reorganization or reorganization, receivership and similar laws of general applicability relating to or affecting the enforcement of the rights and remedies of creditors generally and subject to general (ii) principles of equity (the “Bankruptcy regardless of whether considered and Equity Exception”)applied in a proceeding in equity or at law).

Authority; No Violation. (a) GETCO Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and, subject to the approval and adoption of this Agreement and the Mergers by the Holders of GETCO, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly, validly and unanimously approved by the Board board of Directors directors of GETCO and by Company, the managers board of GETCO. The Board directors of Directors of GETCO Company has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and has directed that this Agreement be submitted resolved to GETCOrecommend to Company’s Holders entitled to vote for shareholders approval and adoption and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger transactions contemplated herein, and all necessary corporate action in respect thereof on the part of Company has been taken, subject to the approval by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER Company Common Stock (the “GETCO Holder Common Shareholder Approval”) no other proceedings on and the part approval by the affirmative vote of GETCO are necessary to approve this Agreement or to consummate the transactions contemplated herebyholders of a majority of the outstanding shares of Company Series C Preferred Stock (the “Preferred Shareholder Approval” and, together with the Common Shareholder Approval, the “Requisite Shareholder Approval”). This Agreement has been duly and validly executed and delivered by GETCO and (assuming Company. Assuming due authorization, execution and delivery by the CompanyParent and Beach, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub C) this Agreement constitutes a valid and binding obligation of GETCOCompany, enforceable against GETCO Company in accordance with its terms (terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, fraudulent transferreorganization, moratoriumreceivership, reorganization conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to or affecting the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject to general principles of equity, regardless of whether considered in a proceeding in equity (the “Bankruptcy and Equity Exception”))or at law.

Authority; No Violation. (a) GETCO MidSouth has full corporate power and authority to execute and deliver this Agreement and, subject to the approval and adoption receipt of this Agreement and the Mergers by the Holders of GETCORequisite MidSouth Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOMidSouth. The Board of Directors of GETCO MidSouth has determined unanimously that the Merger, on the terms and conditions set forth in this Agreement Agreement, is advisable and in the best interests of GETCO and its Holders MidSouth and has directed that this Agreement and the transactions contemplated hereby be submitted to GETCOMidSouth’s Holders entitled to vote shareholders for approval and adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement and the GETCO Merger by the affirmative vote of the Holders holders of 70% a majority of the outstanding GETCO Units entitled to vote thereon, including the consent shares of the GETCO CLASS P HOLDER MidSouth Common Stock (the “GETCO Holder ApprovalRequisite MidSouth Vote”) ), and the adoption and approval of the Bank Merger Agreement by the Board of Directors of MidSouth Bank and MidSouth as its sole shareholder, no other corporate proceedings on the part of GETCO MidSouth are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GETCO MidSouth and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CHxxxxxx Xxxxxxx) constitutes a valid and binding obligation of GETCOMidSouth, enforceable against GETCO MidSouth in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or their parent companies or the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”)).

Authority; No Violation. (a) GETCO The Seller has full corporate power and authority to execute and deliver this Agreement Agreement, the other Transaction Documents and, subject only to the approval and adoption of this Agreement and the Mergers by the Holders of GETCOSeller's stockholders, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOSeller. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Seller has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the stockholders of the Seller for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such stockholders and, except for the approval adoption of this Agreement and the GETCO Merger by the affirmative vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonits stockholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Seller are necessary to approve this Agreement or to consummate any of the transactions so contemplated herebyby this Agreement. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by GETCO the Seller and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyer ) constitutes a constitute the valid and binding obligation obligations of GETCOthe Seller, enforceable against GETCO the Seller in accordance with its terms (their respective terms, except as that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization moratorium or other similar laws affecting enforcement of general applicability relating to or affecting the creditors' rights of creditors generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the “Bankruptcy and Equity Exception”))availability of equitable remedies.

Authority; No Violation. (a) GETCO The Company has full corporate power and authority to execute and deliver this Agreement and, subject to and the approval and adoption of Company Option Agreement (this Agreement and the Mergers by Company Option Agreement, collectively, the Holders of GETCO, "Company Documents") and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Board of Directors of GETCO and by the managers of GETCOCompany. The Board of Directors of GETCO has determined unanimously that this Agreement is advisable and in the best interests of GETCO and its Holders and Company has directed that this Agreement and the transactions contemplated hereby be submitted to GETCO’s Holders entitled to vote the Company's stockholders for approval and adoption and has adopted at a resolution to the foregoing effect. Except meeting of such stockholders and, except for the approval of the Merger and this Agreement and the GETCO Merger by the affirmative requisite vote of the Holders of 70% of the outstanding GETCO Units entitled to vote thereonCompany's stockholders, including the consent of the GETCO CLASS P HOLDER (the “GETCO Holder Approval”) no other corporate proceedings on the part of GETCO the Company are necessary to approve this Agreement or the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement With out limiting the foregoing, the Board of Directors of the Company has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of the Company. Each of the Company Documents has been duly and validly executed and delivered by GETCO the Company and (assuming due authorization, execution and delivery by the Company, Knight, Blocker, Merger Sub A, Merger Sub B and Merger Sub CBuyer) this Agreement constitutes a valid and binding obligation of GETCOthe Company, enforceable against GETCO 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 (the “Bankruptcy whether applied in a court of law or a court of equity and Equity Exception”))by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.