Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Bank has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has been duly and validly approved by the Board of Directors of Bank. No other corporate proceedings on the part of Bank are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have been duly and validly executed and delivered by Bank and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, valid and binding obligations of Bank, enforceable against Bank in accordance with their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or thereby, nor compliance by Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Bank, or (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank or any of its 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 upon any of the properties or assets of Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bank.

Authority; No Violation. (a) Bank has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has been duly and validly approved by the Board of Directors of Bank. No other corporate proceedings on the part of Bank are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have been duly and validly executed and delivered by Bank and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, valid and binding obligations of Bank, enforceable against Bank in accordance with their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or thereby, nor compliance by Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Bank, or (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 5.5 and Section 5.5 5.6 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank or any of its 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 upon any of the properties or assets of Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bank.

Authority; No Violation. (a) Bank CenterState has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the Merger have been duly and validly approved by the Board board of Directors directors of BankCenterState. No The board of directors of CenterState has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of CenterState and its shareholders. Except for the adoption of the Bank Merger Agreement by the board of directors of CenterState Bank and CenterState as its sole shareholder, no other corporate proceedings on the part of Bank CenterState are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank CenterState and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorCharter) constitute legal, constitutes a valid and binding obligations obligation of BankCenterState, enforceable against Bank CenterState in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankCenterState, nor the consummation by Bank CenterState of the transactions contemplated hereby or therebyhereby, nor compliance by Bank CenterState with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents CenterState Articles of BankIncorporation or Bylaws, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.05 are duly obtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank CenterState, any of its Subsidiaries or any of its 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 upon any of the respective properties or assets of Bank CenterState 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 Bank CenterState or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, which either individually or in the aggregate, aggregate would not reasonably be material likely to Bankhave a Material Adverse Effect on CenterState.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankParent. No The Board of Directors of Parent has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s shareholders for approval and adoption at a meeting of such shareholders and, except for the approval and adoption of this Agreement by the requisite vote of Parent’s shareholders, no other corporate proceedings on the part of Bank Parent are necessary to approve and adopt this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Parent and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or receivership and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as may be set forth in Section 5.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankParent, nor the consummation by Bank Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of BankIncorporation or Bylaws of Parent, or the articles of incorporation or bylaws or similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Bank Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank Parent or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank SVB Financial has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the Merger have been duly and validly approved by the Board of Directors of SVB Financial. Except for the approval of the Bank Merger Agreement by the board of directors of SVB Bank and SVB Financial as SVB Bank. No ’s sole shareholder, no other corporate proceedings on the part of Bank SVB Financial are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank SVB Financial and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorBoston Private) constitute legal, constitutes a valid and binding obligations obligation of BankSVB Financial, enforceable against Bank SVB Financial in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of SVB Financial Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of SVB Financial will have any preemptive right or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))in respect thereof. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankSVB Financial, nor the consummation by Bank SVB Financial of the transactions contemplated hereby or thereby(including the Merger and the Bank Merger), nor compliance by Bank SVB Financial with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents of Bank, SVB Financial Certificate or the SVB Financial Bylaws or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank SVB Financial, any of its Subsidiaries or any of its 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 upon any of the respective properties or assets of Bank SVB Financial or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank SVB Financial or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not reasonably be material expected to Bankhave a Material Adverse Effect on SVB Financial.

Authority; No Violation. (a) Bank Purchaser has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowPurchaser Required Governmental Approvals, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has Ancillary Agreements by Purchaser and the consummation by Purchaser of the Transactions have been duly and validly approved authorized by the Board all necessary corporate action of Directors of Bank. No other corporate proceedings on the part of Bank are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyPurchaser. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Purchaser, and (assuming the due authorization, execution and delivery by each of Seller Parentthe Sellers, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankPurchaser, enforceable against Bank Purchaser in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvencyinsolvency and similar Laws affecting creditors’ rights generally, moratoriumand subject, reorganization as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity. Each Ancillary Agreement, upon execution and delivery by Purchaser, and assuming the due authorization, execution and delivery by each of the Sellers, will constitute the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights equity, whether applied in a court of creditors generally and the availability law or a court of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither Subject to receipt of the Purchaser Required Governmental Approvals and the Third Party Consents, and expiration of related waiting periods, neither the execution and delivery of this Agreement, nor Agreement or any Other Investment Agreement, the Separation Ancillary Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or thereby, nor Transactions and compliance by Bank Purchaser with any of the terms or provisions hereof or thereof, will thereof will: (i) violate conflict with or result in a breach or violation of or a default under any provision of the Constituent Documents organizational documents of Bank, or Purchaser; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Bank Purchaser or any of its properties or assets or enable any Person to enjoin the Transactions; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of Bank under, Purchaser 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 material Contract to which Bank Purchaser is a party, or by which it or any of its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank 5.4.1. Investors has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowRegulatory Approvals, to consummate the transactions contemplated hereby. The execution A-27 and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by Investors and the Stockholders Agreement has completion by Investors of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No Investors, and no other corporate proceedings on the part of Bank Investors are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Investors, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentABNJ, Seller and Investor) constitute legal, constitutes the valid and binding obligations of BankInvestors, enforceable against Bank Investors in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 5.4.2. Subject to receipt of Regulatory Approvals and ABNJ’s and Investors’ compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankInvestors, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank Investors with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of Investors or any Investors Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Investors or any Investors Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, Investors or any Investors Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on Investors.

Authority; No Violation. (a) Bank Seasons has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowadoption of this Agreement by the Required Seasons Vote (as hereinafter defined), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate and stockholder action of Seasons, subject in the Board case of Directors the consummation of Bank. No the Merger to the adoption of this Agreement by the Required Seasons Vote, and no other corporate or stockholder proceedings on the part of Bank Seasons are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Seasons and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorNBC) constitute legal, constitutes a valid and binding obligations obligation of BankSeasons, enforceable against Bank Seasons in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as set forth in Section 4.3(b) of the Seasons Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, Seasons nor the consummation by Bank Seasons of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Seasons with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of Seasons or any of the similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Seasons or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Bank Seasons 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 Bank Seasons or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatother events which, either individually or in the aggregate, will not have and would not reasonably be material expected to Bankhave a Material Adverse Effect on Seasons.

Authority; No Violation. (a) Bank 4.4.1. Colonial Financial has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowreceipt of the Regulatory Approvals and the approval of this Agreement by Colonial Financial’s stockholders (the “Colonial Financial Stockholder Approval”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by Colonial Financial and the Stockholders Agreement has completion by Colonial Financial of the transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of Bank. No Colonial Financial, and no other corporate proceedings on the part of Bank Colonial Financial, other than the Colonial Financial Stockholder Approval, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, up to and including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Colonial Financial, and (assuming due authorizationsubject to Colonial Financial Stockholder Approval and receipt of the Regulatory Approvals, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankColonial Financial, enforceable against Bank Colonial Financial in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to the receipt of Regulatory Approvals and compliance by Cape Bancorp and Colonial Financial with any conditions contained therein, and Colonial Financial Stockholder Approval, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, nor Colonial Financial, (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank Colonial Financial with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents Articles of Bank, Incorporation or Bylaws of Colonial Financial or any Colonial Financial Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Colonial Financial or any Colonial Financial Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, Colonial Financial or any Colonial Financial Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not have a Material Adverse Effect on Colonial Financial and the Colonial Financial Subsidiaries taken as a whole. 4.4.3. The Colonial Financial Stockholder Approval is the only vote of holders of any class of Colonial Financial’s capital stock necessary to adopt and approve this Agreement and the transactions contemplated hereby. 4.4.4. The board of directors of Colonial Financial, by resolution duly adopted by the unanimous vote of the entire board of directors at a meeting duly called and held, has (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Colonial Financial and its stockholders and declared the Merger to be material to Bankadvisable, and (ii) recommended that the stockholders of Colonial Financial approve this Agreement and directed that such matter be submitted for consideration by the Colonial Financial stockholders at the Colonial Financial Stockholders Meeting.

Authority; No Violation. (a) Bank Buyer has full all requisite corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, Ancillary Agreements and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement Ancillary Agreements and the consummation of the Transactions has been duly and validly approved by all necessary corporate action on the Board part of Directors of BankBuyer. No other corporate proceedings proceeding on the part of Bank are Buyer is necessary to approve this Agreement, Agreement or the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement Ancillary Agreements or to consummate the Investment or the transactions contemplated therebyTransactions. This AgreementAgreement has been, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have been Ancillary Agreements will be, duly and validly executed and delivered by Bank and (Buyer and, assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legalits applicable Affiliates, this Agreement constitutes, and the Ancillary Agreements will constitute, a valid and binding obligations obligation of BankBuyer, enforceable against Bank Buyer in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar other laws of general applicability affecting or relating to the rights of creditors generally and or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, Agreement or the Separation Agreement nor the Stockholders Agreement Ancillary Agreements by BankBuyer, nor the consummation by Bank Buyer of the transactions contemplated hereby or thereby, Transactions nor compliance by Bank Buyer with any of the terms or provisions hereof and the Ancillary Agreements does or thereof, will (i) violate any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of Buyer or its applicable Affiliates or (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank or any of its properties or assets Applicable Law or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Bank Buyer under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other similar instrument or obligation to which Bank Buyer is a party, or by which it or any of its properties properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatloss of benefits which, either individually or in the aggregate, would not reasonably be material expected to Bankhave a Buyer Material Adverse Effect.

Authority; No Violation. (a) Bank BCSB has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and to consummate the Stockholders transactions this Agreement andcontemplates, subject to the actions receipt of the requisite BCSB shareholder approval (as described below, to consummate the transactions contemplated hereby) and Requisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders consummation of the transactions this Agreement has contemplates have been duly and validly approved by the Board of Directors of BankBCSB. No Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by a majority vote of the Board of Directors of BCSB and by the affirmative vote of at least a majority of the issued and outstanding shares of BCSB Common Stock, no other corporate proceedings approvals on the part of Bank BCSB are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (BCSB and, assuming the due authorization, execution and delivery of this Agreement by each of Seller ParentFNB, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankBCSB, enforceable against Bank BCSB in accordance with their respective terms (its terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))remedies. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, BCSB nor the consummation by Bank BCSB of the transactions contemplated hereby or therebythis Agreement contemplates, nor compliance by Bank BCSB with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of BankBCSB Charter or the BCSB Bylaws or, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 2.4 3.4 are duly obtained and/or made and assuming the accuracy of Section 5.4 are in full force and Section 5.5 with respect to each Investoreffect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to Bank BCSB, any of the BCSB Subsidiaries or any of its their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) 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 upon any of the respective properties or assets of Bank under, BCSB or any of the BCSB 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 Bank BCSB or any of the BCSB Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not be material to Banka Material Adverse Effect on BCSB.

Authority; No Violation. (a) Bank PVFC has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and to consummate the Stockholders transactions this Agreement andcontemplates, subject to the actions receipt of the requisite PVFC shareholder approval (as described below, to consummate the transactions contemplated hereby) and Requisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders consummation of the transactions this Agreement has contemplates have been duly and validly approved by the Board of Directors of BankPVFC. No Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by a majority vote of the Board of Directors of PVFC and by the affirmative vote of at least two-thirds of the voting power of PVFC, no other corporate proceedings approvals on the part of Bank PVFC are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (PVFC and, assuming due authorization, execution and delivery by each of Seller ParentFNB, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankPVFC, enforceable against Bank PVFC in accordance with their respective terms (its terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))remedies. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, PVFC nor the consummation by Bank PVFC of the transactions contemplated hereby or therebythis Agreement contemplates, nor compliance by Bank PVFC with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Bank, PVFC Articles or the PVFC Code or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 2.4 3.4 are duly obtained and/or made and assuming the accuracy of Section 5.4 are in full force and Section 5.5 with respect to each Investoreffect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to Bank PVFC, any of the PVFC Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) 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 upon any of the respective properties or assets of Bank PVFC or any of the PVFC 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 Bank PVFC or any of the PVFC Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not be material to Banka Material Adverse Effect on PVFC.

Authority; No Violation. (a) Bank Purchaser has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Bank. No Purchaser, and no other corporate proceedings on the part of Bank Purchaser are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Purchaser and (assuming due authorization, execution and delivery of this Agreement by each of Seller Parent, Seller and InvestorSeller) constitute legal, constitutes a valid and binding obligations agreement of Bank, Purchaser enforceable against Bank Purchaser in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankPurchaser, nor the consummation by Bank Purchaser of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Purchaser with any of the terms or provisions hereof or thereofhereof, will (i) violate conflict with or result in a breach of any provision of the Constituent Documents Articles of Bank, Association or by-laws of Purchaser or (ii) subject to assuming the securities laws referred to consents, permits, authorization, approvals, filings and registrations set forth in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.3 are obtained or made, (xA) violate any law, standard of common law applicable to Purchaser or any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Purchaser or any of its properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration under or the creation of any Lien Encumbrance upon any of the properties or assets of Bank Purchaser 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 Bank Purchaser is a party, or by which it or its properties or assets may be boundbound or affected, except (except, in the case of clauses clause (x) and (y) above) B), for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which, either individually or in the aggregate, would not be have a material adverse effect on Purchaser's ability to Bankconsummate the transactions contemplated hereby.

Authority; No Violation. (a) Bank Subject to the receipt of all necessary governmental approvals, HUBCO has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankHUBCO in accordance with its Certificate of Incorporation and applicable laws and regulations. No Except for such approvals, no other corporate proceedings on the part of Bank HUBCO are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyso contemplated. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank HUBCO and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankHUBCO, enforceable against Bank HUBCO in accordance with their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))its terms. (b) Neither the execution and or delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankHUBCO, nor the consummation by Bank HUBCO of the transactions contemplated hereby in accordance with the terms hereof, or thereby, nor compliance by Bank HUBCO with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents Certificate of BankIncorporation or By-laws of HUBCO, or (ii) subject to assuming that the securities laws referred to in Section 2.4 consents and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorapprovals set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank HUBCO, any HUBCO Subsidiary, or any of its their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, HUBCO 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 Bank HUBCO is a party, or by which it or any of its properties or assets may be boundbound or affected, except except, with respect to (ii) and (iii) above, such as individually or in the case aggregate will not have a Material Adverse Effect on HUBCO, and which will not prevent or materially delay the consummation of clauses the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the FDIC, the FRB, the OTS, the OCC, the New York Superintendent, the Secretary of State of New Jersey, the Secretary of State of New York, or other applicable Governmental Entities, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of HUBCO in connection with (x) the execution and delivery by HUBCO of this Agreement, and (y) above) for the consummation by HUBCO of the Merger and the other transactions contemplated hereby, except such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually as are listed in the HUBCO Disclosure Schedule or in the aggregateaggregate will not (if not obtained) have a Material Adverse Effect on HUBCO. To the best of HUBCO's knowledge, would not be material no fact or condition exists which HUBCO has reason to Bankbelieve will prevent it from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) Bank Dime has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The Board of Directors of Dime at a meeting held on June 24, 2001 has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Dime and its stockholders and declared this Agreement and the Merger to be advisable, (ii) approved the Merger, the execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the consummation of the transaction contemplated hereby and (iii) recommended that stockholders of Dime adopt this Agreement and directed that such matter be submitted for consideration by Dime's stockholders at the Dime Stockholders Meeting (as defined below). Except for the adoption of this Agreement has been duly and validly approved by the Board affirmative vote of Directors the holders of Bank. No a majority of the outstanding shares of Dime Common Stock, no other corporate proceedings on the part of Bank Dime are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Dime and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorWashington Mutual) constitute legal, constitutes a valid and binding obligations obligation of BankDime, enforceable against Bank Dime in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, Dime nor the consummation by Bank Dime of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Dime with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Certificate of Bank, Incorporation or Bylaws of Dime or any of the similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Dime or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, 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 upon any of the respective properties or assets of Bank Dime 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 Bank Dime or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatother events which, either individually or in the aggregate, will not have and would not reasonably be material expected to Bankhave a Material Adverse Effect on Dime.

Authority; No Violation. (a) Bank ANNB has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and to consummate the Stockholders transactions this Agreement andcontemplates, subject to the actions receipt of the requisite ANNB shareholder approval (as described below, to consummate the transactions contemplated hereby) and Requisite Regulatory Approvals (as defined in Section 7.1(c)). The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders consummation of the transactions this Agreement has contemplates have been duly and validly approved by the Board of Directors of BankANNB. No Except for the approval and adoption of this Agreement and the transactions this Agreement contemplates by a majority vote of the Board of Directors of ANNB and by the affirmative vote of two-thirds of all the votes entitled to be cast by the shareholders of ANNB, no other corporate proceedings approvals on the part of Bank ANNB are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (ANNB and, assuming due authorization, execution and delivery by each of Seller ParentFNB, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankANNB, enforceable against Bank ANNB in accordance with their respective terms (its terms, except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))remedies. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, ANNB nor the consummation by Bank ANNB of the transactions contemplated hereby or therebythis Agreement contemplates, nor compliance by Bank ANNB with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents of Bank, ANNB Articles or the ANNB Bylaws or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 2.4 3.4 are duly obtained and/or made and assuming the accuracy of Section 5.4 are in full force and Section 5.5 with respect to each Investoreffect, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to Bank ANNB, any of the ANNB Subsidiaries or any of its their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) 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 upon any of the respective properties or assets of Bank ANNB or any of the ANNB 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 Bank ANNB or any of the ANNB Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not be material to Banka Material Adverse Effect on ANNB.

Authority; No Violation. (a) Bank Seasons has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowadoption of this Agreement by the Required Seasons Vote (as hereinafter defined), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate and stockholder action of Seasons, subject in the Board case of Directors the consummation of Bank. No the Merger to the adoption of this Agreement by the Required Seasons Vote, and no other corporate or stockholder proceedings on the part of Bank Seasons are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Seasons and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes a valid and binding obligations obligation of BankSeasons, enforceable against Bank Seasons in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as set forth in Section 3.3(b) of the Seasons Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, Seasons nor the consummation by Bank Seasons of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Seasons with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of Seasons or any of the similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Seasons or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Bank Seasons 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 Bank Seasons or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatother events which, either individually or in the aggregate, will not have and would not reasonably be material expected to Bankhave a Material Adverse Effect on Seasons.

Authority; No Violation. (a) Bank The Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the Transactions, including the Merger, have been duly duly, validly and validly approved unanimously adopted by the Board board of Directors directors of Bank. No other the Company, the board of directors of the Company has resolved to recommend to the Company’s shareholders the approval of this Agreement and the Transactions, and all necessary corporate proceedings action in respect thereof on the part of Bank are necessary the Company has been taken, subject to approve this Agreement, the Other Investment Agreements, approval by the Separation Agreement affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”) and the Stockholders adoption and approval of the Bank Merger Agreement or to consummate by the Investment or board of directors of Park Sterling Bank and the transactions contemplated therebyCompany as its sole shareholder. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (assuming the Company. Assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Bankthe Company, enforceable against Bank the Company in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization reorganization, receivership, conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to the rights of creditors generally and or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, the Company nor the consummation by Bank the Company of the transactions contemplated hereby or therebyTransactions, nor compliance by Bank the Company with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Company Articles of BankIncorporation or the Company Bylaws, or the articles or certificate of incorporation or bylaws (or similar organizational documents) of any Company Subsidiary, or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor3.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to Bank the Company or any of its Subsidiaries, or any of their respective properties or assets assets, or (yB) except as set forth in Section 3.4 of the Company Disclosure Schedules, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on a change of control of the Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Bank the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Bank the Company or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clauses clause (x) and (yii) above) , for such violations, conflicts, breaches, defaultsdefaults or the loss of benefits which would not reasonably be expected to, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bankhave a Material Adverse Effect on the Company.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankParent. No The Board of Directors of Parent has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the requisite vote of Parent’s shareholders, no other corporate proceedings on the part of Bank Parent are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Parent and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as may be set forth in Section 5.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankParent, nor the consummation by Bank Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of BankIncorporation or Bylaws of Parent, or the articles of incorporation or bylaws or similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Bank Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank Parent or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank LSB has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of BankLSB. No The Board of Directors of LSB has directed that this Agreement and the transactions contemplated hereby be submitted to LSB’s shareholders for adoption at a meeting of such shareholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of LSB Common Stock, no other corporate proceedings on the part of Bank LSB are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank LSB and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorFNB) constitute legal, a valid and binding obligations obligation of BankLSB, enforceable against Bank LSB in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery by LSB of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank LSB of the transactions contemplated hereby or thereby, nor compliance by Bank LSB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents of Bank, LSB Charter or By-Laws or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank LSB, any of its Subsidiaries or Non-Subsidiary Affiliates or any of its 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 upon any of the respective properties or assets of Bank LSB, any of its Subsidiaries or Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank LSB, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on LSB.

Authority; No Violation. (a) Bank Each of BancPlus and BankPlus has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject in the case of the adoption and approval of the Bank Merger pursuant to this Agreement by BancPlus as the actions described belowsole shareholder of BankPlus (which BancPlus shall effect promptly after the date hereof), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved in a unanimous vote by the Board board of Directors directors of BankBancPlus and BankPlus. No The board of directors of BancPlus determined that the Share Exchange and Corporate Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of BancPlus and its shareholders and, except for the adoption and approval of the Bank Merger by BancPlus as the sole shareholder of BankPlus, no other corporate proceedings on the part of Bank BancPlus or BankPlus are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank BancPlus and BankPlus and (assuming due authorization, execution and {JX489484.11} PD.35183901.7 delivery by each of Seller Parent, Seller FTC and InvestorFBT) constitute legal, constitutes a valid and binding obligations obligation of Bankeach of BancPlus and BankPlus, enforceable against Bank it in accordance with their respective its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankBancPlus and BankPlus, nor the consummation by Bank BancPlus or any of its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby(including the Share Exchange, the Corporate Merger and the Bank Merger), nor compliance by Bank BancPlus or any of its Subsidiaries with any of the terms or provisions hereof or thereofany of the terms and provisions of any agreement contemplated hereby, will (i) violate any provision of the Constituent Documents BancPlus Articles, the BancPlus Bylaws or the organizational documents of Bankany of its Subsidiaries, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor3.4 are duly obtained or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank BancPlus 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, require the payment of any termination or like fee, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Bank BancPlus 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 Bank BancPlus or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses clause (xii) and (y) above) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations accelerations, or creations thatLiens which would not, either individually or in the aggregate, would not reasonably be material expected to Bankhave a Material Adverse Effect on BancPlus.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankParent Board. No other corporate proceedings on the part of Bank Parent are necessary to approve and adopt this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment transactions contemplated hereby other than the filing of Articles of Merger as provided in Section 1.2 hereof. Specifically (but without limitation), no adoption or approval of this Agreement or the transactions contemplated therebyMerger, the Bank Merger or the Second Merger by the shareholders of Parent is required by the LBCA. Prior to the Effective Time, Parent will approve the Merger as the sole shareholder of Interim. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Parent and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or receivership and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, Parent nor the consummation by Bank Parent, Interim and Parent Bank, of the transactions contemplated hereby or therebyhereby, nor compliance by Parent, Interim and Parent Bank with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of BankIncorporation or Bylaws of Parent or Interim, or the Articles of Association or Bylaws or similar governing documents of Parent Bank or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 5.4 are duly obtained and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorremain in effect, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent, Interim or Parent Bank or any of its their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent, Interim or Parent Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent, Interim or Parent Bank is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank Univest has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowRegulatory Approvals, approval of Nasdaq and the approval of this Agreement by Univest’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by Univest and the Stockholders Agreement has consummation by Univest of the transactions contemplated hereby, including the Merger have been duly and validly approved by the Board board of Directors directors of Bank. No Univest, and no other corporate proceedings on the part of Bank Univest, except for the approval of Univest’s shareholders, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Univest and, subject to the receipt of the Regulatory Approvals and (assuming approval by the required vote of Univest’s shareholders and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentFox Chase, Seller and Investor) constitute legal, constitutes the valid and binding obligations of BankUnivest, enforceable against Bank Univest in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. (b) Neither Subject to receipt of Regulatory Approvals, approval by the required vote of Univest’s shareholders and Fox Chase’s and Univest’s compliance with any conditions contained therein, (i) the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankUnivest, nor (ii) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (iii) compliance by Bank Univest with any of the terms or provisions hereof will not (A) conflict with or thereof, will (i) violate result in a breach of any provision of the Constituent Documents articles of Bankincorporation or bylaws of Univest or any similar governing documents of any Univest Subsidiary, including Univest Bank or (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each InvestorUnivest Shareholder Rights Agreement, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Univest or any Univest Subsidiary or any of its their respective properties or assets assets, or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of Bank under, Univest or any Univest Subsidiary 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 Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xB) and (y) above) C), for such any violations, conflicts, breaches, defaultsdefaults or other occurrences which would not, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bankconstitute a Material Adverse Effect.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Option Agreement and, subject to the actions described below, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Option Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Bank. No Parent, and no other corporate proceedings on the part of Bank Parent are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Parent and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as set forth in Section 5.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankParent, nor the consummation by Bank Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Certificate of BankIncorporation or By-Laws of Parent, or the articles of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Bank Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank Parent or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank NPB has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by NPB and the Stockholders Agreement has consummation by NPB of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Bank. No NPB and no other corporate proceedings on the part of Bank NPB are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (assuming due authorizationNPB and, execution and delivery by each subject to receipt of Seller Parentthe required approvals of Regulatory Authorities described in Section 3.04 hereof, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankNPB, enforceable against Bank NPB in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability subject, as to enforceability, to general principles of equitable remedies (the “Enforceability Exceptions”))equity. (bi) Neither the The execution and delivery of this AgreementAgreement by NPB, nor (ii) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and NPB's and CIB's compliance with any Other Investment Agreementconditions contained therein, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or therebyMerger, nor and (iii) compliance by Bank NPB or any NPB Subsidiary with any of the terms or provisions hereof hereof, does not and will not: (A) conflict with or thereof, will (i) violate result in a breach of any provision of the Constituent Documents respective articles of Bankincorporation, articles of association or bylaws of NPB or any NPB Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (xB) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank NPB or any NPB Subsidiary or any of its their respective properties or assets or assets; or (yC) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank NPB or any NPB Subsidiary under, any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Bank NPB or any NPB Subsidiary is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of excluding from clauses (xB) and (yC) above) for any such violationsitems which, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bankhave a Material Adverse Effect.

Authority; No Violation. (a) Bank 5.4.1. FNFG has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowRegulatory Approvals, and the approval of the FNFG shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by FNFG and the Stockholders Agreement has completion by FNFG of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No FNFG, and no other corporate proceedings on the part of Bank FNFG, except for the approval of the FNFG shareholders, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank FNFG, and (assuming subject to approval by the shareholders of FNFG and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentHRB, Seller and Investor) constitute legal, constitutes the valid and binding obligations of BankFNFG, enforceable against Bank FNFG in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 5.4.2. Subject to receipt of Regulatory Approvals and HRB's and FNFG's compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of FNFG, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankFNFG, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank FNFG with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of FNFG or any FNFG Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank FNFG or any FNFG Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, FNFG or any FNFG Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on FNFG.

Authority; No Violation. (a) Bank NBC has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board all necessary corporate and stockholder action of Directors of Bank. No NBC and no other corporate or stockholder proceedings on the part of Bank NBC are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank NBC and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorSeasons) constitute legal, constitutes a valid and binding obligations obligation of BankNBC, enforceable against Bank NBC in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as set forth in Section 5.3(b) of the NBC Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankNBC, nor the consummation by Bank NBC of the transactions contemplated hereby or therebyhereby, nor compliance by Bank NBC with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of NBC or any of the similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank NBC or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, 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 upon any of the respective properties or assets of Bank NBC 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 Bank NBC or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, other events which either individually or in the aggregate, aggregate will not have and would not reasonably be material expected to Bankhave a Material Adverse Effect on NBC.

Authority; No Violation. (a) Bank 4.4.1. LIFC has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowreceipt of the Regulatory Approvals and the approval of this Agreement by LIFC's stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by LIFC and the Stockholders Agreement has completion by LIFC of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the vote of the entire Board of Directors of Bank. No LIFC, and no other corporate proceedings on the part of Bank LIFC, except for the approval of LIFC Common Stockholders, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank LIFC, and (assuming subject to approval by the stockholders of LIFC and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentNYB, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankLIFC, enforceable against Bank LIFC in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or fraudulent transfer and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to receipt of Regulatory Approvals and LIFC's and NYB's compliance with any conditions contained therein, and to the receipt of the approval of the stockholders of LIFC, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankLIFC, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank LIFC with any of the terms or provisions hereof or thereof, will not: (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of incorporation or bylaws of LIFC or any LIFC Subsidiary, including Long Island Commercial Bank, or ; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank LIFC or any LIFC Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, LIFC or any LIFC Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank LIFC or any LIFC Subsidiary is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on LIFC or any LIFC Subsidiary.

Authority; No Violation. (a) Bank BancorpSouth has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The This Agreement, the execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BancorpSouth. The Board of Directors of BancorpSouth has directed officers of BancorpSouth to so approve this Agreement and the transactions contemplated herein in its capacity as the sole shareholder of the BancorpSouth Bank. No Other than the approval of the Board of Directors of BancorpSouth Bank, no other corporate proceedings on the part of Bank BancorpSouth or BancorpSouth's Subsidiaries are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank BancorpSouth and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes a valid and binding obligations obligation of BankBancorpSouth, enforceable against Bank BancorpSouth in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankBancorpSouth, nor the consummation by Bank BancorpSouth of the transactions contemplated hereby or therebyhereby, nor compliance by Bank BancorpSouth with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent BancorpSouth Governing Documents of Bankor the BancorpSouth Bank Governing Documents, or (ii) subject to unless such violation, conflict or breach would not have a Material Adverse Effect on BancorpSouth and assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank BancorpSouth or any of its Subsidiaries or any of their respective properties or assets assets, or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Bank BancorpSouth or any of its Subsidiaries under, any of the terms, conditions or provisions of any notematerial contract, bond, mortgage, indenture, deed as such term is defined in Regulation S-X of trust, license, lease, agreement or other instrument or obligation to which Bank is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to BankSEC.

Authority; No Violation. (a) Bank Seller has full corporate all requisite partnership power and authority to execute and deliver enter into this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Seller of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has been duly and validly approved by the Board consummation of Directors of Bank. No other corporate proceedings on the part of Bank are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement hereby have been duly and validly authorized by all requisite partnership action on the part of Seller and its general partner, and no other partnership proceedings are necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Bank and (Seller and, assuming the due authorization, execution and delivery hereof by each of Seller ParentBuyer, Seller and Investor) constitute constitutes a legal, valid and binding obligations agreement of BankSeller, enforceable against Bank Seller in accordance with their respective its terms (except in all cases insofar as such enforceability may be limited by bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization or reorganization, moratorium and similar laws of general applicability relating to or affecting the creditors’ rights of creditors generally and the availability by general principles of equitable remedies equity (the “Enforceability Exceptions”regardless of whether such enforceability is considered in a proceeding in equity or at law)). . Except for matters described in clauses (bii), (iii) Neither or (iv) below that would not, individually or in the aggregate, have a material adverse effect on Seller, neither the execution and delivery by Seller of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank Seller of the transactions contemplated hereby or thereby, nor compliance and the performance by Bank with any Seller of the terms or provisions hereof or thereof, this Agreement will (i) violate or conflict with any provision of the Constituent Documents Seller’s Certificate of Bank, Limited Partnership or Agreement of Limited Partnership; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorrequire any consent, (x) violate approval, authorization or permit of, registration, declaration or filing with, or notification to, any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Governmental Entity or any of its properties or assets or other person; (yiii) violate, conflict with, result in a any breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, time or both, would constitute become a default) under, result in the termination of or a give to others any right of termination termination, cancellation, amendment or cancellation under, accelerate acceleration of any obligation or the performance required by, loss of any benefit under Seller’s or any MLP Group Entity’s governing documents or any agreement or instrument to which Seller or any MLP Group Entity is a party or by or to which Seller or any MLP Group Entity or any of their properties are bound or subject; (iv) result in the creation of an Encumbrance upon or require the sale or give any Lien upon person the right to acquire any of the properties or assets of Bank underSeller or any MLP Group Entity, or restrict, hinder, impair or limit the ability of Seller or any MLP Group Entity to carry on its businesses as and where they are now being carried on; or (v) violate or conflict with any Law applicable to Seller or any MLP Group Entity. Section 3.1(b) of the termsSeller Disclosure Schedule identifies all material consents, conditions or provisions approvals and authorizations of any note, bond, mortgage, indenture, deed Governmental Entity or third party that are required to be obtained by Seller or any MLP Group Entity for the consummation of trust, license, lease, agreement or other instrument or obligation to which Bank is a party, or the transactions contemplated by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bankthis Agreement.

Authority; No Violation. (a) Bank 5.4.1. FNFG has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowRegulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by FNFG and the Stockholders Agreement has completion by FNFG of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No FNFG, and no other corporate proceedings on the part of Bank FNFG, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank FNFG, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentHNC, Seller and Investor) constitute legal, constitutes the valid and binding obligations of BankFNFG, enforceable against Bank FNFG in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 5.4.2. Subject to receipt of Regulatory Approvals and HNC’s and FNFG’s compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankFNFG, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank FNFG with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of FNFG or any FNFG Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank FNFG or any FNFG Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, FNFG or any FNFG Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on FNFG.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankParent Board. No other corporate proceedings on the part of Bank Parent are necessary to approve and adopt this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment transactions contemplated hereby. Specifically (but without limitation), no adoption or approval of this Agreement or the transactions contemplated therebyMerger, the Bank Merger or the Liquidation by the shareholders of Parent is required by the LBCL. Prior to the Effective Time, Parent will approve the Merger as the sole shareholder of Interim. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Parent and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or receivership and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as may be set forth in Section 5.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, Parent nor the consummation by Bank Parent, Interim and Parent Bank, of the transactions contemplated hereby or therebyhereby, nor compliance by Parent, Interim and Parent Bank with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents articles of Bankincorporation or bylaws of Parent or Interim, or the charter or bylaws or similar governing documents of Parent Bank or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent, Interim or Parent Bank or any of its their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent, Interim or Parent Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent, Interim or Parent Bank is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank Buyer has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby, including the Loan Repayment. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated (including the Loan Repayment) hereby have been duly and validly approved by the Buyer Board of Directors of Bank. No and no other corporate proceedings on the part of Bank Buyer are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby, including the Loan Repayment. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Buyer and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, constitutes the valid and binding obligations obligation of Bankeach of Buyer, enforceable against Bank Buyer in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting subject to the rights of creditors generally Bankruptcy and the availability of equitable remedies (the “Enforceability Exceptions”)Equity Exception). (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, Buyer nor the consummation by Bank Buyer of the transactions contemplated hereby or thereby(including the Loan Repayment), nor compliance by Bank Buyer with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Organizational Documents of BankBuyer, or (ii) subject to assuming that the securities laws consents, approvals and filings referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction or decree or injunction applicable to Bank Buyer or any of its Subsidiaries, properties or assets or (yB) except as would not, individually or in the aggregate, have a material adverse effect on Buyer, 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 upon any of the respective properties or assets of Bank Buyer or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank Buyer or any of its Subsidiaries is a party, party or by which it any of them or its any of their respective properties or assets may be is bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bank.

Authority; No Violation. (a) Bank 4.4.1. FSBI has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions receipt of the Regulatory Approvals described belowin Section 8.3 and the approval of this Agreement by FSBI’s stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by FSBI and the Stockholders Agreement has completion by FSBI of the transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of Bank. No other corporate proceedings on the part of Bank are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyFSBI. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank FSBI, and (assuming due authorizationsubject to approval by the stockholders of FSBI and receipt of the Regulatory Approvals, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankFSBI, enforceable against Bank FSBI in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to compliance by PFS with the terms and conditions of this Agreement, (bA) Neither the execution and delivery of this AgreementAgreement by FSBI, nor (B) subject to receipt of Regulatory Approvals, and FSBI’s and PFS’s compliance with any Other Investment Agreementconditions contained therein, and subject to the receipt of the approval of the stockholders of FSBI and PFS, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank FSBI with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents Certificate of Incorporation or Bylaws of FSBI or any FSBI Subsidiary or the Certificate of Incorporation and Bylaws of First Savings Bank, or ; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank FSBI or any FSBI Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of FSBI or First Savings Bank under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which FSBI or First Savings Bank is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on FSBI and the FSBI Subsidiaries taken as a whole.

Authority; No Violation. (a) Bank 5.4.1. FNFG has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowRegulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by FNFG and the Stockholders Agreement has completion by FNFG of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No FNFG, and no other corporate proceedings on the part of Bank FNFG, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank FNFG, and (assuming subject to the receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentGLB, Seller and Investor) constitute legal, constitutes the valid and binding obligations of BankFNFG, enforceable against Bank FNFG in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 5.4.2. Subject to receipt of Regulatory Approvals and GLB’s and FNFG’s compliance with any conditions contained therein, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankFNFG, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank FNFG with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of FNFG or any FNFG Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank FNFG or any FNFG Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, FNFG or any FNFG Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on FNFG.

Authority; No Violation. (a) Bank 5.4.1. PFS has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowrequired Regulatory Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by PFS and the Stockholders Agreement has completion by PFS of the transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of Bank. No PFS, and except for the approval of the stockholders of PFS, no other corporate proceedings on the part of Bank PFS (except for matters related to setting the date, time, place and record date for the PFS Stockholders Meeting) are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, up to and including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank PFS, and (assuming due authorizationsubject to the receipt of the Regulatory Approvals described in Section 8.3 hereof and approval by the stockholders of PFS, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes the valid and binding obligations of PFS and The Provident Bank, enforceable against Bank PFS in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 5.4.2. (bA) Neither the The execution and delivery of this AgreementAgreement by PFS, nor (B) subject to receipt of the Regulatory Approvals, and compliance by FSBI and PFS with any Other Investment Agreementconditions contained therein, and subject to the receipt of the approval of the stockholders of FSBI and PFS, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank PFS with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of incorporation or bylaws of PFS or any PFS Subsidiary or the charter and bylaws of The Provident Bank, or ; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank PFS or any PFS Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of PFS, The Provident Bank under, or any PFS Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on PFS and the PFS Subsidiaries taken as a whole.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankParent. No The Board of Directors of Parent has directed that this Agreement and the transactions contemplated hereby be submitted to Parent’s shareholders for approval and adoption at a meeting of such shareholders and, except for the approval and adoption of this Agreement and the Authorized Share Amendment by the requisite vote of Parent’s shareholders, no other corporate proceedings on the part of Bank Parent are necessary to approve and adopt this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyMerger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Parent and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or receivership and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither Except as may be set forth in Section 5.3(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankParent, nor the consummation by Bank Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of BankIncorporation or Bylaws of Parent, or the articles of incorporation, bylaws or similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Parent or any of its Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of Bank Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank Parent or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, as would not be material to Bankhave a Material Adverse Effect.

Authority; No Violation. (a) Bank Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board Boards of Directors of BankParent and Merger Sub. No other corporate proceedings (including any approvals of Parent stockholders) on the part of Bank Parent or Merger Sub are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Parent and Merger Sub and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe Company) constitute legal, constitutes a valid and binding obligations obligation of BankParent and Merger Sub, enforceable against Bank Parent and Merger Sub in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar other laws of general applicability affecting or relating to the rights of creditors generally and generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankParent nor Merger Sub, nor the consummation by Bank Parent or Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Parent or Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Certificate of Bank, Incorporation or Bylaws of Parent or Merger Sub or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.3 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Parent or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Bank Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Bank Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatthe loss of benefits which, either individually or in the aggregate, would not be material to Banka Parent Material Adverse Effect.

Authority; No Violation. (a) Bank 4.4.1. ABNJ has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowreceipt of the Regulatory Approvals and the approval of this Agreement by ABNJ’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by ABNJ and the Stockholders Agreement has completion by ABNJ of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No ABNJ, and no other corporate proceedings on the part of Bank are ABNJ, except for the approval of the ABNJ shareholders, is necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or complete the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered A-14 by Bank ABNJ, and (assuming subject to approval by the shareholders of ABNJ and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentInvestors, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankABNJ, enforceable against Bank ABNJ in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to receipt of Regulatory Approvals and ABNJ’s and Investors’ compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of ABNJ, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankABNJ, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank ABNJ with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of incorporation or bylaws of ABNJ or any ABNJ Subsidiary or the charter and bylaws of American Bank, or ; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank ABNJ or any ABNJ Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of ABNJ or American Bank under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which ABNJ or American Bank is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on ABNJ and the ABNJ Subsidiaries taken as a whole.

Authority; No Violation. (a) Bank Each of the Parent and the Purchaser has full all requisite corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The adoption, execution and delivery of this Agreement, Agreement to which the Other Investment Agreements, Parent or the Separation Agreement Purchaser is a party and the Stockholders Agreement has approval of the consummation of the transactions contemplated hereby have been recommended by, and have been duly and validly adopted and approved by vote of the Board board of Directors directors of Bankeach of the Parent and the Purchaser. No other corporate proceedings on the part of Bank the Parent are necessary to approve authorize this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate each of the Investment or Offer and the transactions contemplated therebyMerger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank the Parent and the Purchaser, and (assuming due authorization, execution and delivery by each of Seller Parentthe Seller), Seller and Investor) constitute legal, constitutes the valid and binding obligations of Bankthe Parent and the Purchaser, enforceable against Bank the Parent and the Purchaser in accordance with their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))its terms. (b) Neither Assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Letter have been obtained and all registrations, declarations, filings and notifications described in Section 5.4 of the Seller Letter have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bankthe Parent, nor the consummation by Bank the Parent of the transactions contemplated hereby or thereby, nor the compliance by Bank the Parent with any the provisions of the terms or provisions hereof or thereofthis Agreement will, will (i) conflict with or violate any provision of the Constituent Documents certificate of Bank, incorporation or other organizational document of like nature or bylaws of the Parent or the Purchaser or (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 conflict with respect to each Investor, (x) or violate any statute, law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank or any of its properties or assets or (y) violate, conflict with, result in a breach of any provision of the Parent 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 upon any of the properties or assets of Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank is a party, Purchaser or by which it any property or its properties asset of the Parent or assets may be boundthe Purchaser is bound or affected, except except, with respect to (in the case of clauses (x) and (yii) above) , for any such conflicts, violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which would not, either individually or in the aggregate, would not reasonably be material expected to Bankhave a Parent Material Adverse Effect.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Bank. No other all necessary corporate proceedings action on the part of Bank are necessary Parent, subject to the Parent Shareholder Approval. The affirmative vote of the majority of the shares of Parent Common Stock represented and entitled to vote at the Parent Shareholders Meeting, voting to approve this Agreementthe issuance of the number of shares of Parent Common Stock sufficient to deliver the aggregate Merger Consideration, is the Other Investment Agreements, only vote of the Separation Agreement holders of Company’s capital stock necessary in connection with the consummation of the Merger and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby (the “Parent Shareholder Approval”). This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (assuming Parent. Assuming due authorization, execution and delivery by each of Seller ParentCompany, Seller and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to the rights of creditors generally and or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankParent, nor the consummation by Bank Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents articles of Bank, incorporation or bylaws of Parent or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Parent or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Bank Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Bank Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatthe loss of benefits that would not reasonably be expected to, either individually or in the aggregate, would not be material to Bankhave a Parent Material Adverse Effect.

Authority; No Violation. (ai) Bank HEOP has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors HEOP. Except for the approval by a majority of Bank. No the shares of HEOP Common Stock represented at the HEOP Shareholders Meeting and entitled to vote thereon (the “HEOP Shareholder Approval”), no other corporate proceedings on the part of Bank HEOP are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (assuming HEOP. Assuming due authorization, execution and delivery by each of Seller Parentthe Company, Seller and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankHEOP, enforceable against Bank HEOP in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar laws of general applicability other Laws affecting or relating to the rights of creditors generally and or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (bii) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankHEOP, nor the consummation by Bank HEOP of the transactions contemplated hereby or therebyhereby, nor compliance by Bank HEOP with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents articles of Bank, incorporation or bylaws of HEOP or (ii) subject to assuming that the securities laws HEOP Shareholder Approval, and the consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor5.01(d) are duly obtained, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank HEOP or any of its Subsidiaries or any of their respective properties or assets or (yB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Bank HEOP or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Bank HEOP or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (in the case of clauses clause (x) and (yii) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations thatthe loss of benefits that would not reasonably be expected to, either individually or in the aggregate, would not be material to Bankhave a HEOP Material Adverse Effect.

Authority; No Violation. (a) Bank has Purchaser and FCB have full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowrequired 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, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of Bank. No Purchaser and FCB and no other corporate proceedings on the part of Bank Purchaser or FCB are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment Merger or the transactions contemplated therebyBank Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Purchaser and FCB and (assuming due authorization, execution and delivery by each Company and Great American of Seller Parent, Seller and Investorthis Agreement) constitute legal, is a valid and binding obligations obligation of BankPurchaser and FCB, enforceable against Bank each of Purchaser and FCB in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) receivership, conservatorship or supervisory powers of bank regulatory agencies, (ii) general principles of equity and (iii) bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankPurchaser and FCB, nor the consummation by Bank Purchaser and FCB of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Purchaser or FCB with any of the terms or provisions hereof or thereofhereof, will (either with or without the giving of notice or the passing of time or both) (i) violate any provision of the Constituent Documents Articles of Bank, Incorporation or Bylaws of Purchaser or the organizational documents of any Purchaser Subsidiary or (ii) subject to the securities laws referred to receipt of the required regulatory approvals set forth in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor2.5, (xA) violate in any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respect any Law applicable to Bank Purchaser or any Purchaser Subsidiary, or any of its their respective properties or assets assets, or (yB) violate, 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, or result in the creation of any Lien upon any of the properties or assets of Bank under, 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 Bank Purchaser or any Purchaser Subsidiary is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (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 case creation of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations any Lien upon any of the respective properties or creations that, either individually assets of Purchaser or in the aggregate, would not be material to Bank.any Purchaser Subsidiary. 12

Authority; No Violation. (a) Bank The Orchard has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Bankthe Orchard. No The Board of Directors of the Orchard has directed that this Agreement and the transactions contemplated hereby be submitted to the Orchard’s stockholders for approval at a meeting of such stockholders and, except for the approval of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Orchard Capital Stock, no other corporate proceedings on the part of Bank the Orchard are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank the Orchard and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorDMGI) constitute legal, constitutes a valid and binding obligations obligation of Bankthe Orchard, enforceable against Bank the Orchard in accordance with their respective terms (except its terms, subject to any applicable bankruptcy and insolvency laws affecting generally the enforceability of creditors’ rights from time to time in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))effect. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, the Orchard nor the consummation by Bank the Orchard of the transactions contemplated hereby or therebyhereby, nor compliance by Bank the Orchard with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents of Bank, Orchard Articles or Bylaws or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor3.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank the Orchard, any of its Subsidiaries or its Non-Subsidiary Affiliates or any of its 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 upon any of the respective properties or assets of Bank the Orchard, any of its Subsidiaries or Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Bank the Orchard, any of its Subsidiaries or its Non-Subsidiary Affiliates is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults which, either individually or in the aggregate, would not reasonably be material expected to Bankhave a Material Adverse Effect on the Orchard.

Authority; No Violation. (a) Bank The Company has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Bankthe Company. No Except for the delivery by the Company of minutes of a Board of Directors meeting or an action by unanimous written consent of the Board of Directors, and approval of the stockholders of the Company at a meeting to be convened to consider and act upon this Agreement and the transactions contemplated hereby (collectively, the “Consents”), no other corporate proceedings on the part of Bank the Company are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank the Company, and (assuming due authorization, execution and delivery by each of Seller Parent, Seller Buyer and InvestorMerger Sub) constitute legal, this Agreement constitutes a valid and binding obligations obligation of Bankthe Company, enforceable against Bank the Company in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bankthe Company, nor the consummation by Bank the Company of the transactions contemplated hereby or therebyhereby, nor compliance by Bank the Company with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of Incorporation or Bylaws of the Company or the Bank, or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 hereof are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank the Company or the Bank, or any of its their properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance (a “Lien”) upon any of the properties or assets of the Company or the Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company or the Bank is a party, or by which it they or its any of their properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank Subject to the receipt of all necessary governmental approvals, HUBCO has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankHUBCO in accordance with its Certificate of Incorporation and applicable laws and regulations. No Except for such approvals, no other corporate proceedings on the part of Bank HUBCO are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyso contemplated. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank HUBCO and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankHUBCO, enforceable against Bank HUBCO in accordance with their respective terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))its terms. (b) Neither the execution and or delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankHUBCO, nor the consummation by Bank HUBCO of the transactions contemplated hereby in accordance with the terms hereof, or thereby, nor compliance by Bank HUBCO with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents Certificate of BankIncorporation or By-Laws of HUBCO, or (ii) subject to assuming that the securities laws referred to in Section 2.4 consents and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorapprovals set forth below are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank HUBCO, any HUBCO Subsidiary, or any of its their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, HUBCO 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 Bank HUBCO is a party, or by which it or any of its properties or assets may be boundbound or affected, except except, with respect to (ii) and (iii) above, such as individually or in the case aggregate will not have a material adverse effect on HUBCO, and which will not prevent or materially delay the consummation of clauses the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the FDIC, the FRB, the OCC, the Department, the Secretary of State of New Jersey, or other applicable Governmental Entities, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of HUBCO in connection with (x) the execution and delivery by HUBCO of this Agreement, and (y) above) for the consummation by HUBCO of the Merger and the other transactions contemplated hereby, except such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually as are listed in the HUBCO Disclosure Schedule or in the aggregateaggregate will not (if not obtained) have a material adverse effect on HUBCO and which will not prevent or materially delay the consummation of the transactions contemplated hereby. To the best of HUBCO's knowledge, would not be material no fact or condition exists which HUBCO has reason to Bankbelieve will prevent it from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) Bank The Company has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowadoption of this Agreement by the Required Company Vote (as defined in Section 4.12(b)), to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders consummation by the Company of the transactions contemplated by this Agreement has have been duly and validly approved by all necessary corporate and stockholder action of the Board Company (subject, in the case of Directors the consummation of Bank. No the Merger, to the adoption of this Agreement by the Required Company Vote), and no other corporate or stockholder proceedings on the part of Bank the Company are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyby this Agreement. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank the Company and (assuming due authorization, execution and delivery by each of Seller Parent, Seller the other parties hereto and Investorthereto) constitute legal, constitutes a valid and binding obligations obligation of Bankthe Company, enforceable against Bank the Company in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, the Company nor the consummation by Bank the Company of the transactions contemplated hereby or therebyby this Agreement, nor compliance by Bank the Company with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Constituent Documents Company Certificate of Bank, Incorporation or bylaws of the Company or any of the similar governing documents of any of its Subsidiaries or (ii) subject to assuming that the securities laws consents, approvals and waiting periods referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained or satisfied, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (as defined in Section 4.4 ) (each, a “Law”) applicable to Bank the Company or any of its properties Subsidiaries or assets any of their respective properties, rights or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, 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 termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the properties respective properties, rights or assets of Bank the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which Bank the Company or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, rights, assets or assets business activities may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaultsdefaults or other events which have not had and would not reasonably be expected to have, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Banka Material Adverse Effect on the Company.

Authority; No Violation. (a) Bank Each of Sovereign and Merger Sub has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has have been duly and validly approved by all necessary action of the Board Boards of Directors of Bank. No each of Sovereign and Merger Sub, and prior to the Effective Time will be duly and validly authorized by all necessary action by Sovereign as the sole stockholder of Merger Sub, and no other corporate or stockholder proceedings on the part of Bank Sovereign or Merger Sub are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank each of Sovereign and Merger Sub and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorICBC) constitute legal, constitutes a valid and binding obligations obligation of Bankeach of Sovereign and Merger Sub, enforceable against Bank each such corporation in accordance with their respective terms (its terms, except in all cases as such enforceability 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, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor compliance by Bank with any of the terms or provisions hereof or thereofhereof, in each case by each of Sovereign and Merger Sub will (i) violate any provision of the Constituent Documents certificate of Bank, incorporation or by-laws of Sovereign or Merger Sub or any of the similar governing documents of any of Sovereign’s other Subsidiaries or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investorare duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Sovereign, Merger Sub or any of its Sovereign’s other Subsidiaries or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, 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 upon any of the respective properties or assets of Bank Sovereign, Merger Sub or any of Sovereign’s other 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 Bank Sovereign, Merger Sub or any of Sovereign’s other Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be bound, except bound or affected. (in c) No vote or consent of the case holders of clauses any class or series of capital stock of Sovereign is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Sovereign as the sole stockholder of Merger Sub (xwhich consent or approval will be obtained prior to the Effective Time) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations is the only vote or creations that, either individually consent of the holders of any class or in series of capital stock of Merger Sub necessary to approve this Agreement or the aggregate, would not be material to BankMerger or the transactions contemplated hereby.

Authority; No Violation. (a) Bank ▇▇▇▇▇ Fargo has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Bank▇▇▇▇▇ Fargo. No The Board of Directors of ▇▇▇▇▇ Fargo has directed that this Agreement and the transactions contemplated hereby be submitted to ▇▇▇▇▇ Fargo's stockholders for adoption at a meeting of such stockholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of ▇▇▇▇▇ Fargo Common Stock, no other corporate proceedings on the part of Bank ▇▇▇▇▇ Fargo are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank ▇▇▇▇▇ Fargo and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorNorwest) constitute legal, constitutes a valid and binding obligations obligation of Bank▇▇▇▇▇ Fargo, enforceable against Bank ▇▇▇▇▇ Fargo in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank▇▇▇▇▇ Fargo, nor the consummation by Bank ▇▇▇▇▇ Fargo of the transactions contemplated hereby or therebyhereby, nor compliance by Bank ▇▇▇▇▇ Fargo with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents of Bank▇▇▇▇▇ Fargo Certificate or By-Laws, or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank ▇▇▇▇▇ Fargo, any of its Subsidiaries or Non-Subsidiary Affiliates or any of its 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 upon any of the respective properties or assets of Bank ▇▇▇▇▇ Fargo, any of its Subsidiaries or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank ▇▇▇▇▇ Fargo, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations that, defaults which either individually or in the aggregate, would aggregate will not be material to Bankhave a Material Adverse Effect on ▇▇▇▇▇ Fargo.

Authority; No Violation. (a) Bank Each of Allezoe and Merger Sub has full corporate power and authority or power and authority under applicable laws and its organizational documents, as applicable, to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and to comply with the Stockholders Agreement and, subject to the actions described below, terms hereof and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved and adopted by the Board board of Directors directors of BankAllezoe and Merger Sub. No other corporate proceedings on the part of Bank are Allezoe or Merger Sub is necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (assuming due authorization, execution and delivery by each of Seller Parent, Seller Allezoe and Investor) constitute legal, Merger Sub and constitutes its valid and binding obligations of Bankobligation, enforceable against Bank it in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by (i) the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or other similar laws of general applicability affecting or relating to the rights of creditors generally and generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankAllezoe or Merger Sub, nor the consummation by Bank either of the transactions contemplated hereby or therebyhereby, nor compliance by Bank it with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate of Bankincorporation, by-laws or other organizational documents of Allezoe or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Allezoe or any of its 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 any or all rights or benefits or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, increase any rate of interest payable under, or result in the creation of any Lien upon any of the respective properties or assets of Bank Allezoe under, any Authorization or of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Bank Allezoe is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank Each of Seller and Company has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of BankCompany and Seller. As of the Effective Time, the Acquisition Merger will have been duly and validly approved by all of the then holders of shares of Company Capital Stock. No other corporate proceedings on the part of Bank Seller or Company are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or any of the transactions contemplated therebyby this Agreement. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Seller and Company and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorBuyer) constitute legal, constitutes the valid and binding obligations of Banksuch Persons, enforceable against Bank such Persons in accordance with their respective terms (terms, except in all cases as such enforceability enforcement may be limited by receivership, conservatorship and supervisory powers of bank and bank holding company regulatory agencies generally and by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankSeller or Company, nor the consummation by Bank Seller, Shareholder or Company of the transactions contemplated hereby or thereby, nor compliance by Bank Seller, Shareholder or Company with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of assuming that the Constituent Documents of Bank, or (ii) subject to the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor3.04 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Seller, Shareholder or Company or any Company subsidiary or any of its their respective properties or assets assets, or (yii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank Seller, Shareholder or Company or any Company subsidiary under, any of the terms, conditions or provisions of (x) the Articles of Incorporation, Articles of Organization or other charter document of like nature or By-laws of Seller, Shareholder or Company or any Company subsidiary or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank Seller, Shareholder or Company or any Company subsidiary is a partyparty as issuer, guarantor or obligor, or by which it Seller, Shareholder or its Company or any Company subsidiary or any of their respective properties or assets may be boundbound or affected, except (i) in the case of clauses (x) Company or any Company subsidiary and with respect to clause (y) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations that, defaults which either individually or in the aggregateaggregate would not, with respect to Company, result in any Material Adverse Effect, and (ii) in the case of Seller or Shareholder, for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not be material to Bankprevent Seller from consummating the transactions contemplated hereby.

Authority; No Violation. (a) Bank 4.4.1. CNB has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowreceipt of the Regulatory Approvals, and the approval of this Agreement by the holders of the CNB Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by CNB and the Stockholders Agreement has consummation by CNB of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No CNB, and no other corporate proceedings on the part of Bank CNB, except for the requisite approval of the holders of the CNB Common Stock, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank CNB, and (assuming subject to approval by the shareholders of CNB and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentBridge Bancorp and Bridge Bank, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankCNB, enforceable against Bank CNB in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting equity. 4.4.2. Subject to receipt of Regulatory Approvals and CNB’s, Bridge Bank’s and Bridge Bancorp’s compliance with any conditions contained therein, receipt of the rights approval of creditors generally the Merger Agreement and the availability Merger by the holders of equitable remedies the CNB Common Stock, and receipt of the approval of the shareholders of Bridge Bancorp for the issuance of shares of Bridge Bancorp Common Stock in connection with the Merger, (the “Enforceability Exceptions”)). (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankCNB, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank CNB with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents articles of Bank, association or bylaws of CNB; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank CNB or any of its properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, CNB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank CNB is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would not reasonably be material expected to Bankhave a Material Adverse Effect on CNB.

Authority; No Violation. (a) Bank Each of the Merger Subs has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders consummation of the transactions contemplated hereby have been duly and validly approved, and this Agreement has been duly and validly approved adopted, by the Board of Directors of Bankeach Merger Sub and by Newco as the sole shareholder thereof. No Except for the filing by each Merger Sub with the Delaware Secretary of a certificate of merger with respect to the Mergers and the matters contemplated by Article I of this Agreement, no other corporate proceedings on the part of Bank either Merger Sub are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank each Merger Sub and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investorthe other parties hereto) constitute legal, constitutes a valid and binding obligations obligation of Bankeach Merger Sub, enforceable against Bank each Merger Sub in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)remedies). (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bankeither Merger Sub, nor the consummation by Bank either Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Bank TMCS with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate by-laws of Banksuch Merger Sub or, or (ii) subject to assuming receipt of the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor5.4, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank or any of its 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 upon any of the properties or assets of Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank is a party, or by which it or its properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to BankMerger Sub.

Authority; No Violation. (a) Bank Parent has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of BankParent. No other corporate proceedings (including any approvals of Parent’s stockholders) on the part of Bank Parent are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank and (assuming Parent. Assuming due authorization, execution and delivery by each of Seller ParentCompany, Seller and Investor) constitute legal, this Agreement constitutes a valid and binding obligations obligation of BankParent, enforceable against Bank Parent in accordance with their respective terms (its terms, except in all cases as such enforceability enforcement may be limited by the effect of bankruptcy, insolvency, moratoriumreorganization, reorganization receivership, conservatorship, arrangement, moratorium or similar other laws of general applicability affecting or relating to the rights of creditors generally and generally, or the rules governing the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”))and general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankParent, nor the consummation by Bank Parent of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Parent with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents certificate of Bankincorporation or bylaws, each as amended and restated, of Parent or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor‎4.4 are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Parent or any of its Subsidiaries or any of their respective properties or assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Bank Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which Bank Parent or any of its Subsidiaries is a party, or by which it they or its properties any of their respective properties, assets or assets business activities may be boundbound or affected, except (except, in the case of clauses (x) and (yclause ‎(ii) above) , for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations defaults or creations that, either individually or in the aggregate, loss of benefits which would not be material to BankParent and its Subsidiaries, taken as a whole.

Authority; No Violation. (a) 4.4.1. Trinity Bank has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions receipt of the Regulatory Approvals described belowin Section 8.3 and the approval of this Agreement by Trinity Bank's shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by Trinity Bank and the Stockholders Agreement has completion by Trinity Bank of the transactions contemplated hereby, have been duly and validly approved by the Board of Directors of Trinity Bank. No other corporate proceedings on the part of Bank are necessary to approve this Agreement, the Other Investment Agreements, the Separation This Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Trinity Bank, and subject to approval of this Agreement by the shareholders of Trinity Bank and (assuming receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentCitizens South and Citizens South Bank, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of Trinity Bank, enforceable against Trinity Bank in accordance with their respective terms (its terms, except in all cases as such enforceability to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or moratorium and similar laws affecting creditors' rights generally, and to equitable principles that may limit the right to specific performance of general applicability affecting remedies, and further subject to 12 U.S.C. 1818 (b)(6)(D) or any successor statute and to the rights application of creditors generally and the availability principles of equitable remedies (the “Enforceability Exceptions”))public policy. 4.4.2. Subject to compliance by Citizens South and Citizens South Bank with the terms and conditions of this Agreement, (bA) Neither the execution and delivery of this AgreementAgreement by Trinity Bank, nor (B) subject to receipt of Regulatory Approvals, Trinity Bank's, Citizens South Bank's and Citizens South's compliance with any Other Investment Agreementconditions contained herein, the Separation Agreement nor receipt of the Stockholders Agreement by approval of the shareholders of Trinity Bank, nor the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Trinity Bank with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents Articles of Bank, Incorporation or Bylaws of Trinity Bank or any Trinity Bank Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Trinity Bank or any Trinity Bank Subsidiary or any of its their respective properties or assets assets; or (yiii) except as set forth on Trinity Bank DISCLOSURE SCHEDULE 4.4.2, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Trinity Bank under, or any Trinity Bank Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Trinity Bank or Trinity Bank Subsidiary is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on Trinity Bank and the Trinity Bank Subsidiaries taken as a whole.

Authority; No Violation. (a) Bank 4.4.1. CNB has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions receipt of the Regulatory Approvals described belowin Section 8.3 and the approval of this Agreement by CNB’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by CNB and the Stockholders Agreement has completion by CNB of the transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of Bank. No other corporate proceedings on the part of Bank are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyCNB. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank CNB, and (assuming subject to approval by the shareholders of CNB and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentNBT, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankCNB, enforceable against Bank CNB in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to compliance by NBT with the terms and conditions of this Agreement, (bA) Neither the execution and delivery of this AgreementAgreement by CNB, nor (B) subject to receipt of Regulatory Approvals, and CNB’s and NBT’s compliance with any Other Investment Agreementconditions contained therein, and subject to the receipt of the approval of the shareholders of CNB, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank CNB with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents Certificate of Incorporation or Bylaws of CNB or any CNB Subsidiary or the Articles of Association and Bylaws of City National Bank, or ; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank CNB or any CNB Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of CNB or City National Bank under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank CNB or any CNB Subsidiary is a party, or by which it they or its any of their respective properties or assets may be bound, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations bound or creations that, either individually or in the aggregate, would not be material to Bankaffected.

Authority; No Violation. (a) Bank The Company has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated herebyTransactions. The Company Board, by resolutions duly adopted at a meeting duly called and held, or by written consent in lieu of a meeting of the Company Board, has approved and authorized the execution and delivery of this Agreement, including the Other Investment Agreementsperformance of its respective obligations under this Agreement and to consummate the Transactions. The execution, the Separation delivery and performance of this Agreement and the Stockholders Agreement has consummation of the Transactions, have been duly and validly approved by the Board of Directors of Bank. No other all requisite corporate proceedings action, and no further corporate action on the part of Bank are the Company is necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyTransactions. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank the Company and (assuming due authorization, execution and delivery by each of Seller Parentthe Company Stockholders, Seller Buyer and InvestorCompany Equityholders’ Representative) constitute legal, constitutes a valid and binding obligations obligation of Bankthe Company, enforceable against Bank the Company in accordance with their respective its terms (except in all cases as such enforceability may be limited by bankruptcybankruptcy Laws, insolvency, moratorium, reorganization or other similar laws Laws affecting creditors’ rights and general principles of general applicability equity affecting the rights of creditors generally and the availability of specific performance and other equitable remedies (the “Enforceability Exceptions”)). (b) Other than as set forth in Section 3.3(b) of the Company Disclosure Schedule and the execution of this Agreement by all of the Company Stockholders (including the Company Dragged Stockholders), no stockholder action or approval or vote is or shall be required to approve and adopt this Agreement or to consummate any of the Transactions, including the Share and Warrant Purchase. (c) Neither the execution and execution, delivery or performance of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, the Company nor the consummation by Bank the Company of the transactions contemplated hereby or therebyTransactions, including the Share and Warrant Purchase, nor compliance by Bank the Company with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Organizational Documents of Bankthe Company or any of the Company Subsidiaries or the Company Stockholders Agreement, or (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank the Company or any Company Subsidiary or any of its their respective assets, properties or assets other rights or (yiii) other than as set forth in Section 8.2(g) of the Company Disclosure Schedule, 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 upon any of the respective assets, properties or assets other rights of Bank under, the Company or any Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, Material Contract or other instrument or obligation to which Bank the Company or any Company Subsidiary is a party, or by which it they or its any of their respective assets, properties or assets other rights may be bound, except (except, in the case of clauses clause (xii) and or clause (yiii) above) , for such violations, conflicts, breachesbreaches or defaults which have not had and would not reasonably be expected to have, defaults, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Banka Company Material Adverse Effect.

Authority; No Violation. (a) Buyer and Buyer Bank has have full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowreceipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The execution execution, delivery, and delivery performance of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby and in any related agreements, have been duly and validly approved authorized by the Board Boards of Directors of Buyer and Buyer Bank. No , and no other corporate or other proceedings on the part of Buyer and Buyer Bank are or will be necessary to approve authorize this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, Agreement is the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have been duly and validly executed and delivered by Bank and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, valid and binding obligations obligation of Bank, Buyer and Buyer Bank enforceable against Bank them in accordance with their respective terms (its terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws of general applicability affecting the rights enforcement of creditors rights generally and except that the availability of the equitable remedies (remedy of specific performance or injunctive relief is subject to the “Enforceability Exceptions”))discretion of the court before which any proceeding may be brought. (b) Neither the execution and execution, delivery or performance of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, Buyer or Buyer Bank nor the consummation by Buyer or Buyer Bank of the transactions contemplated hereby or therebyincluding the Bank Merger, nor compliance by Buyer or Buyer Bank with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of BankIncorporation or Bylaws of Buyer or the Articles of Incorporation or Bylaws of Buyer Bank or, or (ii) subject to assuming that the securities laws Consents of the Regulatory Authorities and approvals referred to in Section 2.4 herein (including, without limitation the declaration of effectiveness of the Form S-4, compliance with all blue sky laws and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each InvestorNasdaq notification requirements) are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or Buyer Bank or any of its their subsidiaries or their respective properties or assets assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, by or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Buyer or Buyer Bank or any of their subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Buyer, Buyer Bank or any of their subsidiaries is a party, or by which it or any of its subsidiaries or any of their properties or assets may be boundbound or affected, or (iv) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or Buyer Bank or any of their subsidiaries or any of their material properties or assets, except for (X) such conflicts, breaches or defaults as are set forth in the case of clauses Schedule 4.4; and (xY) with respect to clause (ii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either as individually or in the aggregate, would aggregate will not be material to Bankhave a Material Adverse Effect on Buyer.

Authority; No Violation. (a) Bank 5.3.1. DNB has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to receipt of the actions described belowRegulatory Approvals and the approval of the issuance of shares of DNB Common Stock in connection with the Merger by the DNB shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by DNB and the Stockholders Agreement has consummation by DNB of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No DNB, and no other corporate proceedings on the part of Bank DNB, except for the approval of the DNB shareholders, are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank DNB, and (assuming subject to due authorization, and valid execution and delivery of this Agreement by each of Seller ParentE▇▇, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankDNB, enforceable against Bank DNB in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of general applicability affecting equity. 5.3.2. Subject to receipt of Regulatory Approvals and E▇▇'▇ and DNB's compliance with any conditions contained therein, and to the rights receipt of creditors generally the requisite approvals of the shareholders of DNB and the availability shareholders of equitable remedies E▇▇, (the “Enforceability Exceptions”)). (ba) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankDNB, nor (b) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (c) compliance by Bank DNB with any of the terms or provisions hereof or thereof, does not and will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents articles of Bankincorporation, certificate of formation, limited liability company agreement, bylaws or other similar organizational or governing document of DNB or any DNB Subsidiary; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank DNB or any DNB Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, DNB or any DNB Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which Bank any of them is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected (iv) cause E▇▇ to become subject to, or to become liable for, the payment of any tax; or (v) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by DNB or any DNB Subsidiary. 5.3.3. The DNB Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of DNB and its shareholders, and that it will recommend that DNB's shareholders vote in favor of the issuance of shares of DNB Common Stock in connection of the Merger, and has directed that the proposal to approve the issuance of shares of DNB Common Stock in connection of the Merger be submitted to DNB's shareholders for consideration at a duly held meeting of such shareholders, and, except (in for the case approval of clauses (x) and (y) above) for the issuance of shares of DNB Common Stock by the affirmative vote of a majority of the total votes cast by all shareholders entitled to vote at a duly held meeting of such violationsshareholders, conflicts, breaches, defaults, terminations, cancellations, accelerations no other proceedings on the part of DNB are necessary to approve the issuance of shares of DNB Common Stock or creations that, either individually or in consummate the aggregate, would not be material to Banktransactions contemplated hereby.

Authority; No Violation. (a) Bank 4.4.1. First Star has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described belowreceipt of the Regulatory Approvals and the approval of this Agreement by First Star’s shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement by First Star and the Stockholders Agreement has consummation by First Star of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of Bank. No First Star, and no other corporate proceedings on the part of Bank are First Star, except for the approval of the First Star shareholders, is necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby, including the Merger. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank First Star, and (assuming subject to approval by the shareholders of First Star and receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by each of Seller ParentESSA, Seller and Investor) constitute legal, constitutes the valid and binding obligations obligation of BankFirst Star, enforceable against Bank First Star in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity. 4.4.2. Subject to receipt of Regulatory Approvals and First Star’s and ESSA’s compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of First Star, (bA) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankFirst Star, nor (B) the consummation by Bank of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Bank First Star with any of the terms or provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Constituent Documents certificate of Bank, incorporation or bylaws of First Star or any First Star Subsidiary or the charter and bylaws of FSB; (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank First Star or any First Star Subsidiary or any of its their respective properties or assets assets; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien lien, security interest, charge or other encumbrance upon any of the properties or assets of Bank under, First Star or FSB under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Bank First Star or FSB is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations breaches or creations thatdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not be material to Bankhave a Material Adverse Effect on First Star and the First Star Subsidiaries taken as a whole.

Authority; No Violation. (a) Bank ▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the transactions contemplated hereby have to the extent required been duly and validly approved by the Board of Directors and requisite number of Bankshareholders of First Security in accordance with the Charter and Bylaws of First Security and applicable laws and regulations. No Except for such approvals, no other corporate proceedings on the part of Bank First Security are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyso contemplated. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank ▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and Investor) constitute legal, constitutes a valid and binding obligations obligation of Bank▇▇▇▇▇▇, enforceable against Bank him in accordance with their respective terms (its terms, except in all cases as such to the extent that enforceability may be limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization or similar laws affecting creditors' rights generally, regardless of whether such enforceability is considered in equity or at law, and (ii) general applicability affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))equity principles. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by Bank, nor the consummation by Bank of the transactions contemplated hereby or therebyin accordance with the terms hereof, nor compliance by Bank First Security with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents of BankFirst Security's Charter or Bylaws, or (ii) subject to the securities laws referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank First Security or any of its properties or assets assets, or (yiii) violateexcept as set forth in Schedule 3.3, violate or conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Bank First Security under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Bank First Security is a party, or by which it or any of its respective material properties or assets may be boundbound or affected, except except, with respect to (in the case of clauses (xii) and (yiii) above) for , such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations that, either as individually or in the aggregateaggregate will not have a material adverse effect on the business, would operations, assets or financial condition of First Security taken as a whole and which will not be material prevent or materially delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to Bankthe Office of Thrift Supervision of the Department of Treasury ("OTS"), no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of First Security in connection with (a) the execution and delivery of this Agreement and (b) the consummation of the other transactions contemplated hereby.

Authority; No Violation. (a) Bank Northern has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has consummation of the Merger and the transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of BankNorthern. No The board of directors of Northern has directed that this Agreement be submitted to Northern’s stockholders for adoption at a meeting of such stockholders and, except for the adoption of this Agreement by the requisite vote of Northern’s stockholders, no other corporate proceedings (except for regulatory approvals) on the part of Bank Northern are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement or to consummate the Investment or the transactions contemplated therebyhereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement have has been duly and validly executed and delivered by Bank Northern and (assuming due authorization, execution and delivery by each of Seller Parent, Seller and InvestorFirst Place) constitute legal, constitutes a valid and binding obligations obligation of BankNorthern, enforceable against Bank Northern in accordance with their respective terms (its terms, except in all cases as such enforceability 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, reorganization, moratorium, reorganization or fraudulent transfer and similar laws of general applicability affecting the creditors’ rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) generally. Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, the Separation Agreement nor the Stockholders Agreement by BankNorthern, nor the consummation by Bank Northern of the transactions contemplated hereby or therebyhereby, nor compliance by Bank Northern with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Constituent Documents Articles of BankIncorporation, Constitution or Bylaws of Northern or similar governing documents for any of its Subsidiaries, or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 with respect to each Investor3.4 hereof are duly obtained, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank Northern or any of its Subsidiaries, or any of their respective properties or assets assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Bank Northern 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 Bank Northern or any of its Subsidiaries is a party, or by which it they or its any of their respective properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violationsany violation, conflictsconflict, breachesbreach, defaultsdefault, terminationsacceleration, cancellationstermination, accelerations modification or creations thatcancellation which, either individually or in the aggregate, would not be material to Bankhave a Material Adverse Effect on Northern or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) Bank Buyer has full corporate ----------------------- power and authority to execute and deliver this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement and, subject to the actions described below, Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement has Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of Bank. No Buyer, and no other corporate proceedings on the part of Bank Buyer are necessary to approve this Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Agreement Ancillary Agreements or to consummate the Investment or the transactions contemplated hereby and thereby. This Agreement, the Other Investment Agreements, the Separation Agreement and the Stockholders Tax Agreement have been duly and validly executed and delivered by Bank Buyer and (assuming the due authorization, execution and delivery of this Agreement and the Tax Agreement by each of Seller Parent, Seller and Investorthe other parties thereto) constitute legal, valid and binding obligations of BankBuyer, enforceable against Bank Buyer in accordance with their respective terms (terms, except in all cases as such enforceability 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, moratorium, reorganization or moratorium and similar laws of general applicability affecting the creditors' rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”))generally. (b) Neither the execution and delivery of this Agreement, nor any Other Investment Agreement, Agreement and the Separation Agreement nor the Stockholders Agreement Ancillary Agreements by BankBuyer, nor the consummation by Bank Buyer of the transactions contemplated hereby or therebyand thereby to be performed by it, nor compliance by Bank Buyer with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Constituent Documents Memorandum of BankAssociation or the Articles of Association of Buyer, or (ii) subject to assuming that the securities laws consents and approvals referred to in Section 2.4 and assuming the accuracy of Section 5.4 and Section 5.5 5.3 are duly obtained, (A) violate in any material respect any Applicable Law with respect to each InvestorBuyer, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Bank or any of its material properties or assets or (yB) violate, conflict with, result in a breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or loss of a material benefit under, accelerate or require the performance required byconsent of any Person under, or result in the creation imposition of any Lien upon Encumbrance on any of the properties or assets of Bank Buyer 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 Bank Buyer is a party, or by which it Buyer or any of its properties or assets may be boundbound or affected, except (in the case of clauses (x) and (y) above) for such violations, conflicts, breachesbreaches or defaults which, defaultswould not, terminations, cancellations, accelerations or creations that, either individually or in the aggregate, would not be material to Bankprevent or materially delay the performance by Buyer of any of its obligations hereunder.