Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Each of Parent Holdings and FNH has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no other corporate proceedings on the part of either Parent Holdings or FNH are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNH, enforceable against each of Parent Holdings and FNH in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings Golden State and FNH Merger Sub has full corporate power and authority to execute and deliver this Agreement (and, in the case of Golden State, the Management Agreement and the Option Agreement (this Agreement, the Management Agreement and the Option Agreement, collectively, the "Golden State Documents")) and to consummate the transactions contemplated herebyhereby (and, in the case of Golden State, thereby). The execution and delivery by Merger Sub of this Agreement and by Golden State of each of the Golden State Documents, and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the respective Boards of Directors of Merger Sub and Golden State. The Board of Directors of each Golden State has directed that this Agreement and the Parent Plan of Merger be submitted to Golden State's stockholders for approval at a meeting of such stockholders and, except for the approval and adoption of this Agreement and the Parent Holdings and FNH, Plan of Merger by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHGolden State's stockholders, and no other corporate proceedings on the part of either Parent Holdings Golden State or FNH Merger Sub are necessary to approve this Agreement the Golden State Documents and to consummate the transactions contemplated herebythereby. This Agreement Each of the Golden State Documents has been duly and validly executed and delivered by each Golden State and, in the case of Parent Holdings and FNH this Agreement, will be by Merger Sub prior to the Effective Time, and (assuming due authorization, execution and delivery by each of Golden State Parent Holdings and Merger SubFNH) this Agreement constitutes or, in the case of Merger Sub, will at the Effective Time constitute a valid and binding obligation of each of Parent Holdings Golden State and FNHMerger Sub, enforceable against each of Parent Holdings Golden State and FNH Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB GFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFBGFB. Upon the due and valid approval of the Bank Merger Agreement by FNH Golden State or GSFC, as applicable, as the sole stockholder of CFB, GFB and by the Board of Directors of CFBGFB, no other corporate proceedings on the part of CFB GFB will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBGFB, will be duly and validly executed and delivered by CFB GFB and will (assuming due authorization, execution and delivery by the GFBCFB) constitute a valid and binding obligation of CFBGFB, enforceable against CFB GFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c3.3(c) of the Parent Holdings Golden State Disclosure Schedule, neither the execution and delivery of this Agreement the Golden State Documents by Parent Holdings or FNH Golden State and Merger Sub or the Bank Merger Agreement and the Management Agreement by CFBGFB, nor the consummation by Parent HoldingsGolden State, FNH Merger Sub or CFBGFB, as applicable, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsGolden State, FNH Merger Sub or CFB GFB, as applicable, with any of the terms or provisions hereof or thereof, will (i) violate any provision provi- sion of the Certificate of Incorporation or By-Laws Bylaws of Parent Holdings, Golden State or the certificate of incorporation or by-laws incorporation, bylaws or similar governing documents of any of its Subsidiaries Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Golden State or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Golden State 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 Parent Holdings Golden State or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH NewMil has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each NewMil. The Board of Parent Holdings Directors of NewMil has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to NewMil’s stockholders for approval at the Special Meeting and, except for the adoption of this Agreement by a majority of the sole stockholder outstanding shares of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHNewMil Common Stock, and no other corporate proceedings on the part of either Parent Holdings or FNH NewMil are necessary to approve this Agreement and or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH NewMil and (assuming due authorization, execution and delivery by each Webster of Golden State and Merger Subthis Agreement) this Agreement constitutes a will constitute valid and binding obligation obligations of each of Parent Holdings and FNHNewMil, enforceable against each of Parent Holdings and FNH NewMil in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB NewMil Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and and, subject to receipt of the Management Agreement and required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFB. Upon the due NewMil Bank and valid approval of the Bank Merger Agreement by FNH NewMil as the sole stockholder shareholder of CFB, and by the Board of Directors of CFB, no NewMil Bank. No other corporate proceedings on the part of CFB NewMil Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBNewMil Bank, will be duly and validly executed and delivered by CFB NewMil Bank and will (assuming due authorization, execution and delivery by the GFBW▇▇▇▇▇▇ Bank) constitute a valid and binding obligation of CFBNewMil Bank, enforceable against CFB NewMil Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or NewMil, nor the Bank Merger Agreement and the Management Agreement by CFBNewMil Bank, nor the consummation by Parent Holdings, FNH NewMil or CFBNewMil Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH NewMil or CFB NewMil Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate charter or bylaws of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any NewMil and each of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings or any NewMil and each of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings or any NewMil and each 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 Parent Holdings or any NewMil and each of its Subsidiaries is a party, or by which they NewMil or any of their respective NewMil’s properties or assets may be bound or affectedaffected the result of which would be a Material Adverse Effect to NewMil and its Subsidiaries, considered as a whole.

Authority; No Violation. (a) Each of Parent Holdings and FNH Franklin has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Regulatory Authorities. F&M Trust has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Plan of Merger subject to receipt of all necessary approvals of Regulatory Authorities. The execution and delivery of this Agreement by Franklin and the consummation completion by Franklin of the transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHFranklin, and no other corporate proceedings on the part of either Parent Holdings or FNH Franklin are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Franklin and, subject to receipt of Parent Holdings and FNH and (assuming due authorization, execution and delivery by each the required approvals of Golden State and Merger Sub) this Agreement Regulatory Authorities described in Section 3.04 hereof constitutes a the valid and binding obligation of each of Parent Holdings and FNHFranklin, enforceable against each of Parent Holdings and FNH Franklin in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally and remedies generally. (b) CFB has full corporate power and authority subject, as to execute and deliver the Bank Merger Agreement and the Management Agreement and enforceability, to consummate the transactions contemplated therebygeneral principles of equity. The execution and delivery Bank Plan of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management AgreementMerger, upon its execution and delivery by CFBF&M Trust, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by constitute the GFB) constitute a valid and binding obligation of CFBF&M Trust, enforceable against CFB F&M Trust in accordance with its terms, except as enforcement may be limited by general principles subject to applicable conservatorship and receivership provisions of equity whether applied in a court of law the FDIA, or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally and remedies generallysubject, as to enforceability, to general principles of equity. (cb) Except as set forth in Section 4.3(cNone of (A) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or Franklin, (B) the execution and delivery of the Bank Plan of Merger Agreement by F&M Trust, (C) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and the Management Agreement by CFB▇▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇▇’▇ compliance with any conditions contained therein, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or therebyhereby, nor and (D) compliance by Parent Holdings, FNH Franklin or CFB F&M Trust with any of the terms or provisions hereof of this Agreement or thereof, of the Bank Plan of Merger will not (i) violate conflict with or result in a breach of any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate articles of incorporation or by-laws bylaws of Franklin or similar governing documents of any of its Subsidiaries or Franklin Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Franklin or any of its Subsidiaries Franklin Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings or any of its Subsidiaries Franklin 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 Parent Holdings or any of its Subsidiaries Franklin is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on Franklin or Franklin’s or F&M Trust’s ability to consummate the transactions contemplated herein.

Authority; No Violation. (a) Each of Parent Holdings and FNH ▇▇▇▇▇▇ Sub has full corporate power and authority to execute and deliver this Agreement and subject to the Parent Shareholder Approval and the other actions described in this Section 4.3(a), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved, and this Agreement has been duly adopted by the board of directors of Parent (the “Parent Board”) and validly approved the board of directors of Merger Sub (the “Merger Sub Board”), as applicable, and the Parent Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders, and the Merger Sub Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of its sole shareholder. Except for (i) the approval of the Parent Share Issuance by the votes cast by holders of shares of Parent Common Stock favoring the Parent Share Issuance exceeding the votes cast by holders of shares of Parent Common Stock opposing the Parent Share Issuance at a shareholders’ meeting duly called and held for such purpose (the “Parent Shareholder Approval”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of each Umpqua Bank and the approval of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and Bank Merger Agreement by Parent Holdings and Ford as the stockholders of FNHUmpqua Bank’s sole shareholder, and no other corporate proceedings on the part of either Parent Holdings or FNH are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. Parent, as Merger Sub’s sole stockholder, has approved this Agreement and the transactions contemplated hereby by written consent. This Agreement has been duly and validly executed and delivered by each of Parent Holdings ▇▇▇▇▇▇ and FNH ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings and FNHMerger Sub, enforceable against each of Parent Holdings and FNH Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity terms (subject to the Bankruptcy and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyEquity Exception). (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBAgreement, nor the consummation by Parent Holdings, FNH or CFB, as applicable, Merger Sub of the Mergers or the other transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB Merger Sub with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent HoldingsArticles, or the certificate of incorporation or by-laws Parent Bylaws or similar governing documents of any of its Parent’s Subsidiaries (including Merger Sub), or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Parent Holdings or Merger Sub, 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 whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which Parent Holdings or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound, except (in the case of clauses (A) and (B) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate, would not reasonably be bound or affectedexpected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent Holdings Target Holding and FNH Target Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. this Agreement contemplates.59 The Board of Directors of Target Holding60 has duly and validly approved and adopted this Agreement and the transactions this Agreement contemplates and has authorized the execution and delivery of this Agreement by Target Holding, and, except for the approval of this Agreement by its shareholders, no other corporate proceedings on the part of Target Holding are necessary to consummate the transactions this Agreement contemplates. The Board of Directors of Target Bank has duly and validly approved and adopted this Agreement and the consummation of the transactions contemplated hereby have been duly this Agreement contemplates and validly approved has authorized the execution and delivery of this Agreement by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, Target Bank and no other corporate proceedings on the part of either Parent Holdings or FNH Target Bank are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by each of Parent Holdings Target Holding and FNH Target Bank and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a valid and binding obligation of each Target Holding and of Parent Holdings and FNH, Target Bank enforceable against each of Parent Holdings and FNH in accordance with its terms, except as that 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, insolvency, and other similar laws affecting creditors' rights and remedies generally. court 59 The clauses “transactions this Agreement contemplates,” “transactions contemplated by this Agreement,” and “transactions contemplated in this Agreement” are used interchangeably in this Agreement, with the intention that they have the same meaning and effect. 60 Recent decisional law in Delaware indicates that the emerging fiduciary duty of good faith will impact Board deliberations of all kinds, including those regarding the approval or adoption of merger agreements. See generally In re Emerging Communications, Inc. Shareholders Litigation, 2004 Del. Ch. LEXIS 70 at *142 (bDel. Ch. 2004) CFB has full corporate power and authority (stating that “▇▇▇▇▇▇ is liable to execute and deliver the Bank Merger Agreement Greenlight and the Management Agreement shareholder class for breaching his fiduciary duty of loyalty and/or good faith” and noting in the related footnote that “the Delaware Supreme Court has yet to consummate articulate the transactions contemplated therebyprecise differentiation between the duties of loyalty and of good faith.”); In re The ▇▇▇▇ Disney Co. Derivative Litigation, 825 A.2d 275, 289 (Del. Ch. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB2003) (“Viewed in this light, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditorsplaintiffs' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in new complaint sufficiently alleges 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 directors' obligation to act . . . in good faith in the termination of or corporation's best interests for a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance upon any of the respective properties or assets of Parent Holdings 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 Court to which Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.conclude

Authority; No Violation. (a) Each of Parent Holdings and FNH Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of each Parent and the Board of Directors of Merger Sub. The Board of Directors of Parent Holdings has determined that the Merger, on the terms and FNHconditions set forth in this Agreement, is in the best interests of Parent and its shareholders and has directed that the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement (the “Parent Stock Issuance”) be submitted to Parent’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole stockholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby by written consent. Except for the approval of the Parent Holdings Stock Issuance by a vote of the majority of votes cast at the Parent Meeting (the “Requisite Parent Vote”), the adoption and approval of the Bank Merger Agreement by Parent Holdings and Ford as the stockholders of FNHParent Bank’s sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.10 in connection with the Closing, no other corporate proceedings on the part of either Parent Holdings or FNH Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Merger Sub and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHMerger Sub, enforceable against each of Parent Holdings and FNH Merger Sub in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity whether applied Parent Common Stock to be issued in a court the Merger have been validly authorized and, when issued (subject to the approval of law the Parent Stock Issuance by the holders of Parent Common Stock), will be validly issued, fully paid and nonassessable, and no current or a court past shareholder of equity and by bankruptcy, insolvency and Parent will have any preemptive right or similar laws affecting creditors' rights and remedies generallyin respect thereof. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBSub, nor the consummation by Parent Holdings, FNH or CFB, as applicable, Merger Sub of the transactions contemplated hereby or therebyhereby, including the Merger and the Bank Merger, nor compliance by Parent Holdings, FNH or CFB Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Parent Articles, the Parent Bylaws, the Merger Sub Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries Merger Sub Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or Parent, 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, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent Holdings and FNH FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates, subject to the receipt of the Requisite FNB Vote and Requisite Regulatory Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement contemplates have been duly and validly approved by the Board of Directors of each FNB. Except for the affirmative vote of Parent Holdings and FNHa majority of votes cast at a meeting of FNB’s shareholders at which a quorum is present approving the issuance of FNB Common Stock pursuant to this Agreement in accordance with Section 312.03 of the New York Stock Exchange Listed Company Manual (such affirmative shareholder vote, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH“Requisite FNB Vote”), and no other corporate proceedings approvals on the part of either Parent Holdings or FNH FNB are necessary to approve this Agreement and to or consummate the transactions contemplated herebyMerger. Other than those set forth in Section 1.8, no corporate approvals on the part of FNB or FNB Bank are necessary to approve the Bank Merger Agreement or consummate the Bank Merger. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH and (FNB and, assuming the due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement by YDKN, constitutes a the valid and binding obligation of each of Parent Holdings and FNHFNB, enforceable against each of Parent Holdings and FNH FNB in accordance with its terms, except in all cases as enforcement such enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting creditors' the rights of insured depository institutions or the rights of creditors generally and remedies generallythe availability of equitable remedies. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBFNB, nor the consummation by Parent Holdings, FNH or CFB, as applicable, FNB of the transactions contemplated hereby or therebythis Agreement contemplates, nor compliance by Parent Holdings, FNH or CFB FNB with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, FNB Charter or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries FNB Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Parent Holdings or FNB, 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 underof, constitute a default (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, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings FNB or any of its Subsidiaries under, 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 Holdings FNB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on FNB.

Authority; No Violation. (a) Each of Parent Holdings and FNH Empire has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Empire. The Board of Parent Holdings Directors of Empire, at a meeting duly called and FNHheld, has determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Empire stockholders and resolved to recommend that the holders of the Empire Common Stock adopt this Agreement. Except for the adoption of this Agreement by the sole stockholder affirmative vote by the holders of Parent Holdings and by Parent Holdings and Ford as a majority of the stockholders outstanding shares of FNHEmpire Common Stock, and no other corporate proceedings on the part of either Parent Holdings or FNH Empire (except for matters related to setting the date, time, place and record date for the said meeting) are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Empire and (assuming due authorization, execution and delivery by each Sterling of Golden State and Merger Subthis Agreement) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHEmpire, enforceable against each Empire in accordance with its terms, except as enforcement may be limited by general principles of Parent Holdings equity whether applied in a court of law or a court of equity and FNH by bankruptcy, insolvency, fraudulent conveyance and similar Laws affecting creditors' rights and remedies generally. (b) Empire Bank has full corporate or other power and authority to execute and deliver the Institution Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Institution Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of Empire Bank, and by Empire as the sole stockholder of Empire Bank prior to the Effective Time. All corporate proceedings on the part of Empire Bank necessary to consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Institution Merger Agreement, upon execution and delivery by Empire Bank, will be duly and validly executed and delivered by Empire Bank and will (assuming due authorization, execution and delivery by Sterling Savings Bank) constitute a valid and binding obligation of Empire Bank, enforceable against Empire Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws Laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH Empire or the Bank Institution Merger Agreement and the Management Agreement by CFBEmpire Bank, nor the consummation by Parent Holdings, FNH Empire or CFBits Subsidiaries, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH Empire or CFB its Subsidiaries with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate or Articles of Incorporation or By-Laws Bylaws of Parent HoldingsEmpire or its Subsidiaries, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings Empire or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a material breach of any provision of or the loss of any 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, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Empire or any of its Subsidiaries under, 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 Holdings Empire or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected. (d) For the purposes of this Agreement, "Laws" shall mean any and all statutes, laws, ordinances, rules, regulations and other rules of law enacted, promulgated or issued by any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization including, without limitation, the OTS, the FDIC, the SEC and any self-regulatory organization (each, a "Governmental Entity").

Authority; No Violation. (a) Each of Parent Holdings and FNH The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each the Company. The Board of Parent Holdings Directors of the Company has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHCompany's stockholders, and no other corporate proceedings on the part of either Parent Holdings or FNH the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH the Company and (assuming due authorization, execution and delivery by each of Golden State and Merger SubBuyer) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHthe Company, enforceable against each of Parent Holdings and FNH the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB The Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFBthe Bank. Upon the due and valid approval of the Bank Merger Agreement by FNH the Company as the sole stockholder of CFB, the Bank and by the Board of Directors of CFBthe Bank, no other corporate proceedings on the part of CFB the Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBthe Bank, will be duly and validly executed and delivered by CFB the Bank and will (assuming due authorization, execution and delivery by the GFBBuyer Bank) will constitute a valid and binding obligation of CFBthe Bank, enforceable against CFB the Bank in accordance with its terms, except as enforcement may be limited by laws affecting insured depository institutions, general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c3.3(c) of the Parent Holdings Company Disclosure Schedule, neither the execution and delivery of this Agreement and the Option Agreement by Parent Holdings or FNH the Company or the Bank Merger Agreement and by the Management Agreement by CFBBank, nor the consummation by Parent Holdings, FNH the Company or CFBthe Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH the Company or CFB the Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or Amended By-Laws of Parent Holdings, the Company or the certificate of incorporation or by-laws charter, bylaws or similar governing documents of any of its Subsidiaries Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) Each of Parent Holdings and FNH The Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, Buyer. No other corporate action and no other corporate proceedings on the part of either Parent Holdings or FNH the Buyer are necessary to approve authorize this Agreement and or to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by each of Parent Holdings the Buyer and FNH and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHthe Buyer, enforceable against each of Parent Holdings and FNH the Buyer in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB The Buyer Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and Agreement, the Management Agreement performance of its obligations thereunder and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the unanimous action of the Board of Directors of CFB. Upon the due Buyer Bank and valid approval of the Bank Merger Agreement by FNH Buyer as the sole stockholder of CFB, the Buyer Bank. No other corporate action and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be the Buyer Bank are necessary to authorize the Bank Merger Agreement or the performance of the Buyer Bank's obligations thereunder or to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBthe Buyer Bank, will be duly and validly executed and delivered by CFB the Buyer Bank and will (assuming due authorization, execution and delivery by the GFB) constitute a legal, valid and binding obligation of CFBthe Buyer Bank, enforceable against CFB the Buyer Bank in accordance with its terms, except as enforcement may . Buyer shall cause the Bank Merger Agreement to be limited approved by general principles the stockholders of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallythe Buyer Bank prior to the Effective Time. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, Buyer nor the consummation by Parent Holdings, FNH or CFB, as applicable, the Buyer of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Buyer Bank, nor the consummation by the Buyer Bank of the transactions contemplated thereby; nor compliance by Parent Holdings, FNH the Buyer or CFB the Buyer Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 4.04 hereof are duly obtained, (x) violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings the Buyer or any of its Subsidiaries or by which any property or asset of the Buyer or any of their respective properties its Subsidiaries is bound or assetsaffected, 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, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings the Buyer or any of its Subsidiaries under, under any of the terms, conditions or provisions of (A) the Articles of Incorporation or other charter document of like nature or By-laws of the Buyer or any of its Subsidiaries, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings or any of its Subsidiaries the Buyer is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clause (ii)(B) above, for such violations, conflicts, breaches or defaults which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Buyer.

Authority; No Violation. (a) Each of Parent Holdings and FNH W▇▇▇▇▇▇ has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no W▇▇▇▇▇▇. No other corporate proceedings on the part of either Parent Holdings or FNH W▇▇▇▇▇▇ are necessary to approve this Agreement and or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH W▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by each NewMil) and constitutes the valid and binding obligation of Golden State W▇▇▇▇▇▇, enforceable against W▇▇▇▇▇▇ in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors’ rights and remedies generally. (b) W▇▇▇▇▇▇ Bank has full corporate power and authority to execute and deliver the Bank Merger SubAgreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of W▇▇▇▇▇▇ Bank and by W▇▇▇▇▇▇ as the sole stockholder of W▇▇▇▇▇▇ Bank. All corporate proceedings on the part of W▇▇▇▇▇▇ Bank necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby have been taken. The Bank Merger Agreement, upon execution and delivery by W▇▇▇▇▇▇ Bank, will be duly and validly executed and delivered by W▇▇▇▇▇▇ Bank and will (assuming due authorization, execution and delivery by NewMil Bank) this Agreement constitutes constitute a valid and binding obligation of each of Parent Holdings and FNHW▇▇▇▇▇▇ Bank, enforceable against each of Parent Holdings and FNH W▇▇▇▇▇▇ Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH W▇▇▇▇▇▇ or the Bank Merger Agreement and the Management Agreement by CFBW▇▇▇▇▇▇ Bank, nor the consummation by Parent Holdings, FNH or CFB, as applicable, W▇▇▇▇▇▇ of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH W▇▇▇▇▇▇ or CFB W▇▇▇▇▇▇ Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate articles of incorporation or by-laws bylaws of W▇▇▇▇▇▇ or similar governing documents the charter or bylaws of any of its Subsidiaries W▇▇▇▇▇▇ Bank, as the case may be, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings or any of its Subsidiaries Webster, Webster Bank or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings W▇▇▇▇▇▇ or any of its Subsidiaries under, W▇▇▇▇▇▇ 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 Holdings W▇▇▇▇▇▇ or any of its Subsidiaries W▇▇▇▇▇▇ Bank is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH Huntington has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Huntington. The Board of Parent Holdings Directors of Huntington has determined that this Agreement and FNHthe transactions contemplated hereby are in the best interests of Huntington and its stockholders and has directed that the issuance of Huntington Common Stock in connection with the Merger be submitted to Huntington’s stockholders for approval at a duly held meeting of such stockholders and, except for the approval of such issuance by the sole stockholder affirmative vote of Parent Holdings and by Parent Holdings and Ford as the stockholders a majority of FNHvotes cast on such proposal at such meeting, and no other corporate proceedings on the part of either Parent Holdings or FNH Huntington are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Huntington and (assuming due authorization, execution and delivery by each of Golden State and Merger SubSky) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings and FNHHuntington, enforceable against each of Parent Holdings and FNH Huntington in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) CFB Merger Sub has full corporate limited liability company power and authority to execute and deliver the Bank Merger Agreement and the Management this Agreement and to consummate the transactions contemplated therebyhereby. The execution and delivery of the Bank Merger Agreement and the Management this Agreement and the consummation of the transactions contemplated thereby will be hereby have been duly and validly approved by the Board sole member of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFBSub, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be Merger Sub are necessary to consummate authorize the execution and delivery of this Agreement by Merger Sub and the consummation of the transactions contemplated therebyhereby. Each of the Bank Merger This Agreement and the Management Agreement, upon execution and delivery by CFB, will be has been duly and validly executed and delivered by CFB Merger Sub and will (assuming due authorization, execution and delivery by Sky) constitutes the GFB) constitute a valid and binding obligation of CFBMerger Sub, enforceable against CFB Merger Sub in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings Huntington or FNH or the Bank Merger Agreement and the Management Agreement by CFBSub, nor the consummation by Parent Holdings, FNH Huntington or CFB, as applicable, Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH Huntington or CFB Merger with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, Huntington Charter or the certificate Huntington Bylaws, (ii) violate any provision of incorporation Merger Sub’s Articles of Organization or by-laws or similar governing documents of any of its Subsidiaries LLC Agreement or (iiiii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Parent Holdings or Huntington, 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, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings Huntington 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 Parent Holdings Huntington or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Huntington.

Authority; No Violation. (a) Each of Parent Holdings and FNH MECH has full corporate power and authority to execute and deliver this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of each MECH The Board of Parent Holdings Directors of MECH has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to MECH's shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHMECH's shareholders, and no other corporate proceedings on the part of either Parent Holdings or FNH MECH (except for matters related to setting the date, time, place and record date for the meeting) are necessary to approve this Agreement and or the Option Agreement or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by each of Parent Holdings and FNH MECH and (assuming due authorization, execution and delivery by each ▇▇▇▇▇▇▇ of Golden State and Merger Sub) this Agreement constitutes a and by ▇▇▇▇▇▇▇ of the Option Agreement) will constitute valid and binding obligation obligations of each of Parent Holdings and FNHMECH, enforceable against each of Parent Holdings and FNH MECH in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB MS Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFB. Upon the due MS Bank and valid approval of the Bank Merger Agreement by FNH MECH as the sole stockholder shareholder of CFB, and by the Board of Directors of CFB, no MS Bank. No other corporate proceedings on the part of CFB MS Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBMS Bank, will be duly and validly executed and delivered by CFB MS Bank and will (assuming due authorization, execution and delivery by the GFB▇▇▇▇▇▇▇ Bank) constitute a valid and binding obligation of CFBMS Bank, enforceable against CFB MS Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement and the Option Agreement by Parent Holdings or FNH MECH or the Bank Merger Agreement and the Management Agreement by CFBMS Bank, nor the consummation by Parent Holdings, FNH MECH or CFBMS Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH MECH or CFB MS Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws Bylaws of Parent Holdings, MECH or the certificate Certificate of incorporation Incorporation or by-laws or similar governing documents Bylaws of any of its Subsidiaries MS Bank, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws (as defined in Section 9.13) applicable to Parent Holdings MECH or any of its Subsidiaries MS Bank, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings MECH or any of its Subsidiaries MS 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 Holdings MECH or any of its Subsidiaries MS Bank is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH SuperMedia has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by SuperMedia of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of each SuperMedia. The Board of Parent Holdings Directors of SuperMedia has determined that this Agreement and FNHthe transactions contemplated hereby are in the best interests of SuperMedia and its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement (the “SuperMedia Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the transactions contemplated by this Agreement be submitted to SuperMedia’s stockholders for approval and adoption at a duly held meeting of such stockholders. Except for the approval of this Agreement and the transactions contemplated by this Agreement by the sole stockholder affirmative vote of Parent Holdings and a majority of all the votes entitled to be cast by Parent Holdings and Ford as holders of outstanding SuperMedia Common Stock (the “SuperMedia Stockholder Approval”), no vote of the stockholders of FNH, and no other corporate proceedings on the part of either Parent Holdings or FNH SuperMedia are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH SuperMedia and (assuming due authorization, execution and delivery by each of Golden State Dex and Merger Sub) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings and FNHSuperMedia, enforceable against each of Parent Holdings and FNH SuperMedia in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors' rights and remedies generallythe availability of equitable remedies). (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, SuperMedia nor the consummation by Parent Holdings, FNH or CFB, as applicable, SuperMedia of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB SuperMedia with any of the terms or provisions hereof or thereofof this Agreement, will (i) assuming the SuperMedia Stockholder Approval is obtained, violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, SuperMedia Charter or the certificate of incorporation SuperMedia Bylaws or by-laws or similar governing any equivalent organizational documents of any of its Subsidiaries SuperMedia Subsidiary or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are 3.4 shall have been duly obtainedobtained and/or made prior to the SuperMedia Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the SuperMedia Effective Time, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Parent Holdings or SuperMedia, any of its Subsidiaries SuperMedia Subsidiary 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 termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings SuperMedia or any of its Subsidiaries SuperMedia 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 (collectively, “Contracts”) to which Parent Holdings SuperMedia or any of its Subsidiaries SuperMedia Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on SuperMedia. (c) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of SuperMedia’s representations and warranties set forth in this Section 3.3 is based on the accuracy of Dex’s representations and warranties in Section 4.26, SuperMedia’s representations and warranties in Section 3.3 shall be limited to the extent affected by any inaccuracy in Section 4.26.

Authority; No Violation. (a) Each of Parent Holdings SYBT and FNH Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of each SYBT and the Board of Parent Holdings Directors of Merger Subsidiary. The Board of Directors of SYBT has determined that the Merger, on the terms and FNHconditions set forth in this Agreement, is in the best interests of SYBT and its shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Subsidiary has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Subsidiary and its sole shareholder and has adopted a resolution to the foregoing effect. SYBT, as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇’s sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby by unanimous written consent. Except for the adoption and approval of the Bank Merger Agreement by SYBT as SY Bank’s sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHshareholder, and no other corporate proceedings on the part of either Parent Holdings SYBT or FNH Merger Subsidiary are necessary to approve this Agreement and to or consummate the transactions contemplated herebyMerger or the Bank Merger, including without limitation, the approval of SYBT’s shareholders. This Agreement has been duly and validly executed and delivered by each of Parent Holdings SYBT and FNH Merger Subsidiary and (assuming due authorization, execution and delivery by each of Golden State and Merger SubFMB) this Agreement constitutes a valid and binding obligation of each of Parent Holdings SYBT and FNHMerger Subsidiary, enforceable against each of Parent Holdings SYBT and FNH Merger Subsidiary in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity whether applied SYBT Common Stock to be issued in a court the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of law SYBT will have any preemptive right or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyin respect thereof. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings SYBT or FNH or the Bank Merger Agreement and the Management Agreement by CFBSubsidiary, nor the consummation by Parent Holdings, FNH SYBT or CFB, as applicable, Merger Subsidiary of the transactions contemplated hereby or therebyhereby, including the Merger and the Bank Merger, nor compliance by Parent Holdings, FNH SYBT or CFB Merger Subsidiary with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent HoldingsSYBT Articles, the SYBT Bylaws, the Merger Subsidiary Articles, or the certificate of incorporation Merger Subsidiary Bylaws, or by-laws or similar comparable governing documents of any of its Subsidiaries SYBT Subsidiary, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or SYBT, any of its the SYBT Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings SYBT or any of its the SYBT 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 Parent Holdings SYBT or any of its the SYBT Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults, terminations, cancellations, reimbursements or affectedLiens which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SYBT.

Authority; No Violation. (a) Each of Parent Holdings and FNH WAL has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no WAL. No other corporate proceedings on the part of either Parent Holdings or FNH WAL are necessary to approve this Agreement and or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH WAL and (assuming due authorization, execution and delivery by each Target) and constitutes the valid and binding obligation of Golden State WAL, enforceable against WAL in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors’ rights and remedies generally. (b) Bank of Nevada has full corporate power and authority to execute and deliver the Bank Merger SubAgreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby have been duly and validly approved by the Board of Directors of Bank of Nevada and by WAL as the sole stockholder of Bank of Nevada. All corporate proceedings on the part of Bank of Nevada necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby have been taken. The Bank Merger Agreement, upon execution and delivery by Bank of Nevada, will be duly and validly executed and delivered by Bank of Nevada and will (assuming due authorization, execution and delivery by Target) this Agreement constitutes constitute a valid and binding obligation of each Bank of Parent Holdings and FNHNevada, enforceable against each Bank of Parent Holdings and FNH Nevada in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH WAL or the Bank Merger Agreement and the Management Agreement by CFBBank of Nevada, nor the consummation by Parent Holdings, FNH or CFB, as applicable, WAL of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH WAL or CFB Bank of Nevada with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate articles of incorporation or by-laws bylaws of WAL or similar governing documents the charter or bylaws of any Bank of its Subsidiaries Nevada, as the case may be, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings or any WAL, Bank of its Subsidiaries Nevada or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings WAL or any Bank of its Subsidiaries under, Nevada 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 Holdings WAL or any Bank of its Subsidiaries Nevada is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH SWB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Southwest Federal has full corporate power and authority to execute and deliver the Plan of Merger and to consummate the Bank Merger. The execution and delivery of this Agreement by SWB and the consummation completion by SWB of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each SWB and, except for approval of Parent Holdings and FNHthe shareholders of SWB, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no other corporate proceedings on the part of either Parent Holdings or FNH SWB are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each SWB and, subject to approval by the shareholders of Parent Holdings SWB and FNH and (assuming due authorizationreceipt of the required approvals of Regulatory Authorities described in Section 4.04 hereof, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings SWB and FNHSouthwest Federal, enforceable against each of Parent Holdings SWB and FNH Southwest Federal in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and remedies generally. (b) CFB has full corporate power as to Southwest Federal, the conservatorship or receivership provisions of the FDIA, and authority subject, as to execute and deliver the Bank Merger Agreement and the Management Agreement and enforceability, to consummate the transactions contemplated therebygeneral principles of equity. The Plan of Merger, upon its execution and delivery by Southwest Federal concurrently with the execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management this Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by constitute the GFB) constitute a valid and binding obligation of CFBSouthwest Federal, enforceable against CFB Southwest Federal in accordance with its terms, except as enforcement may be limited by general principles subject to applicable conservatorship and receivership provisions of equity whether applied in a court of law the FDIA, or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights generally and remedies generallysubject, as to enforceability, to general principles of equity. (cA) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the The execution and delivery of this Agreement by Parent Holdings or FNH or SWB, (B) the Bank execution and delivery of the Plan of Merger Agreement by Southwest Federal, (C) subject to receipt of approvals from the Regulatory Authorities referred to in Section 4.04 hereof and the Management Agreement by CFBSWB's and Alliance Bancorp's compliance with any conditions contained therein, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or therebyhereby, nor and (D) compliance by Parent Holdings, FNH SWB or CFB Southwest Federal with any of the terms or provisions hereof or thereof, of the Plan of Merger will not (i) violate conflict with or result in a breach of any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws bylaws of SWB or similar governing documents any SWB Subsidiary or the charter and bylaws of any of its Subsidiaries or Southwest Federal; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings SWB or any of its Subsidiaries SWB Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings SWB or any of its Subsidiaries Southwest Federal 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 Parent Holdings SWB or any of its Subsidiaries Southwest Federal is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on SWB.

Authority; No Violation. (a) Each of Parent Holdings Parkvale and FNH has the Bank have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby in accordance with the terms hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings Parkvale and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHBank, and no other corporate proceedings on the part of either Parent Holdings Parkvale or FNH the Bank are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has been duly and validly executed and delivered by each of Parent Holdings Parkvale and FNH the Bank and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a valid and binding obligation of each of Parent Holdings Parkvale and FNHthe Bank, enforceable against each of Parent Holdings and FNH them in accordance with and subject to its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies generally(including, without limitation, specific performance) is within the discretion of the appropriate court. (b) CFB has Prior to the Effective Time, Interim will have full corporate power and authority to execute and deliver the Bank Agreement of Merger Agreement and the Management Agreement and to consummate the transactions contemplated therebythereby in accordance with the terms thereof. The Prior to the Effective Time, the execution and delivery of the Bank Agreement of Merger Agreement and the Management Agreement by Interim and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFB. Upon the due Interim and valid approval of the Bank Merger Agreement by FNH Parkvale as the sole stockholder of CFBInterim, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be Interim are necessary to consummate the transactions contemplated therebyso contemplated. Each The Agreement of the Bank Merger Agreement and the Management AgreementMerger, upon its execution and delivery by CFBInterim, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFBInterim, enforceable against CFB it in accordance with and subject to its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies generally(including, without limitation, specific performance) is within the discretion of the appropriate court. (c) Except as set forth in Section 4.3(c) None of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement Parkvale and the Management Bank, the execution and delivery of the Agreement of Merger by CFBInterim, nor the consummation by Parent Holdings, FNH or CFB, as applicable, Parkvale and the Bank of the transactions contemplated hereby or therebyin accordance with the terms hereof, nor the consummation by Interim of the transactions contemplated by the Agreement of Merger, compliance by Parent Holdings, FNH Parkvale or CFB the Bank with any of the terms or provisions hereof or thereofcompliance by Interim with any terms or provisions of the Agreement of Merger, will (i) violate any provision of the Certificate Articles of Incorporation Incorporation, Charter or By-Laws Bylaws of Parent HoldingsParkvale, the Bank or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or Interim, (ii) assuming that the consents and approvals referred to in Section 4.4 set forth below are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Parkvale, the Bank or any of its Subsidiaries Interim or any of their respective properties or assets, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Parkvale, the Bank or any of its Subsidiaries under, Interim 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 Holdings Parkvale, the Bank or any of its Subsidiaries Interim is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) and (iii) above, such as individually or in the aggregate will not have a Material Adverse Effect. Except for consents and approvals of or filings or registrations with or notices to the SEC, the Secretary of State of the State of Delaware, the OTS, the Department, the FDIC and the Commissioner of Banking of West Virginia, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency or non-governmental third party are required on behalf of Parkvale, the Bank and Interim in connection with (a) the execution and delivery of this Agreement by Parkvale and the Bank or the execution and delivery of the Agreement of Merger by Interim and (b) the completion by Parkvale and the Bank of the transactions contemplated hereby or the completion by Interim of the transactions contemplated by the Agreement of Merger. (d) As of the date hereof, neither Parkvale nor the Bank is aware of any reasons relating to Parkvale or the Bank why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for consummation of the transactions contemplated hereby. The Bank's most recent Community Reinvestment Act rating is not less than satisfactory.

Authority; No Violation. (a) Each of Parent Holdings and FNH Target has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Target. The Board of Parent Holdings Directors of Target has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to Target’s stockholders for approval at the Special Meeting and, except for the adoption of this Agreement by a majority of the sole stockholder outstanding shares of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHTarget Common Stock, and no other corporate proceedings on the part of either Parent Holdings or FNH Target (except for matters related to setting the date, time, place and record date for the Special Meeting) are necessary to approve this Agreement and or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Target and (assuming due authorization, execution and delivery by each WAL of Golden State and Merger Subthis Agreement) this Agreement constitutes a will constitute valid and binding obligation obligations of each of Parent Holdings and FNHTarget, enforceable against each of Parent Holdings and FNH Target in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB Target Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and and, subject to receipt of the Management Agreement and required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFB. Upon the due Target Bank and valid approval of the Bank Merger Agreement by FNH Target as the sole stockholder shareholder of CFB, and by the Board of Directors of CFB, no Target Bank. No other corporate proceedings on the part of CFB Target Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBthe Target Bank, will be duly and validly executed and delivered by CFB Target Bank and will (assuming due authorization, execution and delivery by the GFBBank of Nevada) constitute a valid and binding obligation of CFBTarget Bank, enforceable against CFB Target Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth disclosed in Section 4.3(c3.3(c) of the Parent Holdings Target Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or Target, nor the Bank Merger Agreement and the Management Agreement by CFBTarget Bank, nor the consummation by Parent Holdings, FNH Target or CFBTarget Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH Target or CFB Target Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate charter or bylaws of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any Target and each of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings or any Target and each of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings or any Target and each of its Subsidiaries 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 Target Contract to which Parent Holdings or any Target and each of its Subsidiaries is a party, or by which they Target or any of their respective Target’s properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of each Parent and the Board of Directors of Merger Sub. The Board of Directors of Parent Holdings has determined that the Merger, on the terms and FNHconditions set forth in this Agreement, by is in the sole stockholder best interests of Parent Holdings and its shareholders and has directed that the issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement (the “Parent Stock Issuance”) be submitted to Parent’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby by unanimous written consent. Except for the approval of the Parent Stock Issuance by a vote of the majority of votes cast at the Parent Meeting (the “Requisite Parent Vote”), the adoption and approval of the Bank Merger Agreement by Parent Holdings and Ford as the stockholders of FNHParent Bank’s sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 6.10 in connection with the Closing, no other corporate proceedings on the part of either Parent Holdings or FNH Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Merger Sub and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHMerger Sub, enforceable against each of Parent Holdings and FNH Merger Sub in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity whether applied Parent Common Stock to be issued in a court the Merger have been validly authorized and, when issued (subject to the approval of law the Parent Stock Issuance by the holders of Parent Common Stock), will be validly issued, fully paid and nonassessable, and no current or a court past shareholder of equity and by bankruptcy, insolvency and Parent will have any preemptive right or similar laws affecting creditors' rights and remedies generallyin respect thereof. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBSub, nor the consummation by Parent Holdings, FNH or CFB, as applicable, Merger Sub of the transactions contemplated hereby or therebyhereby, including the Merger and the Bank Merger, nor compliance by Parent Holdings, FNH or CFB Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Parent Charter, the Parent Bylaws, the Merger Sub Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries Merger Sub Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or Parent, 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, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent Holdings and FNH Yadkin has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly authorized and validly approved by the Yadkin Board. The Yadkin Board has determined that the Mergers, on substantially the terms and conditions set forth in this Agreement, is advisable and in the best interests of Directors Yadkin and its shareholders, and that the Agreement and the transactions contemplated hereby are at a price and terms that are fair to and in the best interest of each the Yadkin and its shareholders. The Yadkin Board has directed that the Mergers, on substantially the terms and conditions set forth in this Agreement, be submitted to Yadkin’s shareholders for consideration at a duly held meeting of Parent Holdings such shareholders and FNH, has recommended that Yadkin’s shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby. Except for the approval of this Agreement by the sole stockholder affirmative vote of Parent Holdings and by Parent Holdings and Ford as the stockholders holders of FNHa majority of the outstanding shares of Yadkin Common Stock entitled to vote at such meeting, and no other corporate proceedings on the part of either Parent Holdings or FNH Yadkin are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Yadkin and (assuming due authorization, execution and delivery by each of Golden State and Merger SubVantage) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings and FNHYadkin, enforceable against each of Parent Holdings and FNH Yadkin in accordance with its terms, terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and any bank regulatory powers and subject to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyequity). (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, Yadkin nor the consummation by Parent Holdings, FNH or CFB, as applicable, Yadkin of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB Yadkin with any of the terms or provisions hereof or thereofof this Agreement, will (i) assuming that shareholder approval referred to in Section 3.3(a) has been obtained, violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, Yadkin Articles or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries Yadkin Bylaws or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 3.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to Parent Holdings or Yadkin, 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 whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings Yadkin or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings Yadkin or any of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affectedis bound.

Authority; No Violation. (a) Each of Parent Holdings FTC and FNH FBT has full corporate power and authority to execute and deliver this Agreement and, subject in the case of (i) the consummation of the Share Exchange and Corporate Merger to the receipt of the Requisite FTC Approval and (ii) the adoption and approval of the Bank Merger pursuant to this Agreement by FTC as the sole shareholder of FBT (which FTC shall effect promptly after the date hereof), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved in a unanimous vote by the Board board of Directors directors of each FTC and FBT. The board of Parent Holdings directors of FTC determined that the Share Exchange and FNHCorporate Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of FTC and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to FTC’s shareholders for approval and, except for the Requisite FTC Approval and the adoption and approval of the Bank Merger by FTC as the sole stockholder shareholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHFBT, and no other corporate proceedings on the part of either Parent Holdings FTC or FNH FBT are necessary to approve this {JX489484.11} PD.35183901.7 Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings FTC and FNH FBT and (assuming due authorization, execution and delivery by each of Golden State BancPlus and Merger SubBankPlus) this Agreement constitutes a valid and binding obligation of each of Parent Holdings FTC and FNHFBT, enforceable against each of Parent Holdings and FNH it in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by applicable bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement FTC and the Management Agreement by CFBFBT, nor the consummation by Parent Holdings, FNH FTC or CFBany 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 Parent Holdings, FNH FTC or CFB 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 Certificate of Incorporation or By-Laws of Parent Holdings, FTC Articles or the certificate of incorporation FTC Bylaws or by-laws or similar governing the organizational documents of any of its Subsidiaries Subsidiaries, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are duly obtainedobtained or made, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings FTC 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, require the payment of any termination or like fee, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings FTC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings FTC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (ii) above for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations, or Liens which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on FTC.

Authority; No Violation. (a) Each of Parent Holdings and FNH FFY has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each FFY. The Board of Parent Holdings and FNHDirectors of FFY has directed that this Agreement be submitted to FFY's stockholders for adoption at a meeting of such stockholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHFFY's stockholders, and no other corporate proceedings (except for regulatory approvals) on the part of either Parent Holdings or FNH FFY are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH FFY and (assuming due authorization, execution and delivery by each of Golden State and Merger SubFirst Place) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHFFY, enforceable against each of Parent Holdings and FNH FFY in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB FFY Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFBFFY Bank. Upon the due and valid approval of the Bank Merger Agreement by FNH FFY as the sole stockholder of CFB, FFY Bank and by the Board of Directors of CFBFFY Bank, no other corporate proceedings on the part of CFB FFY Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBFFY Bank, will be duly and validly executed and delivered by CFB FFY Bank and will (assuming due authorization, execution and delivery by the GFBAssociation) constitute a valid and binding obligation of CFBFFY Bank, enforceable against CFB FFY Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c3.3(c) of the Parent Holdings FFY Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH FFY or the Bank Merger Agreement and the Management Agreement by CFBFFY Bank, nor the consummation by Parent Holdings, FNH FFY or CFBFFY Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsFFY or FFY Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, FFY or the certificate of incorporation or incorporation, by-laws or similar governing documents of any of its Subsidiaries Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings FFY or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings FFY 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 Parent Holdings FFY or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH North Valley has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of regulatory and shareholder approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each North Valley (the “North Valley Board”). The North Valley Board, at a meeting duly called and held, has determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Parent Holdings the North Valley shareholders and FNHresolved to recommend that the holders of the North Valley Common Stock vote in favor of approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the Bank Merger. Except for the adoption of this Agreement by the sole stockholder affirmative vote of Parent Holdings and by Parent Holdings and Ford as the stockholders holders of FNHa majority of the outstanding shares of North Valley Common Stock (the “Requisite North Valley Vote”), and no other further corporate proceedings on the part of either Parent Holdings the North Valley Board, North Valley shareholders or FNH the North Valley Bank Board of Directors (except for matters related to setting the date, time, place and record date for said meeting) are necessary in order to authorize or approve this Agreement and or to consummate the transactions contemplated herebyhereby including the Merger and the Bank Merger. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH North Valley and (assuming due authorization, execution and delivery by each TriCo of Golden State and Merger Subthis Agreement) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHNorth Valley, enforceable against each of Parent Holdings and FNH North Valley in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, fraudulent conveyance and similar laws Laws affecting creditors' ’ rights and remedies generally. All corporate proceedings on the part of North Valley necessary to consummate the transactions contemplated hereby will have been taken prior to the Effective Time. (b) CFB North Valley Bank has full corporate or other power and authority to execute and deliver the Bank Merger Agreement and, subject to the receipt of regulatory and the Management Agreement and shareholder approvals, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due North Valley Bank, and valid approval of the Bank Merger Agreement by FNH North Valley as the sole stockholder shareholder of CFB, and by North Valley Bank prior to the Board of Directors of CFB, no other Effective Time. All corporate proceedings on the part of CFB will be North Valley Bank and by North Valley as sole shareholder of North Valley Bank necessary to consummate the transactions contemplated therebyhereby will have been taken prior to the Effective Time. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBNorth Valley Bank, will be duly and validly executed and delivered by CFB North Valley Bank and will (assuming due authorization, execution and delivery by the GFBTri Counties Bank) constitute a valid and binding obligation of CFBNorth Valley Bank, enforceable against CFB North Valley Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, moratorium, fraudulent conveyance and similar laws Laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or North Valley and the Bank Merger Agreement and the Management Agreement by CFBNorth Valley Bank, nor the consummation by Parent Holdings, FNH North Valley or CFBits Subsidiaries, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsNorth Valley or its Subsidiaries, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate Articles of Incorporation or By-Laws Bylaws of Parent Holdings, North Valley or the certificate Articles of incorporation Incorporation or by-laws Bylaws (or similar governing documents of any the equivalent documents) of its Subsidiaries Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate in any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction material respect any Laws applicable to Parent Holdings North Valley or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, violate or conflict in any material respect with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings North Valley or any of its Subsidiaries under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Parent Holdings North Valley or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected. (d) For the purposes of this Agreement, “Laws” shall mean any and all statutes, laws, ordinances, rules, regulations and other rules of law enacted, promulgated or issued by any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization, including, without limitation, the California Department of Business Oversight (the “CDBO”), the Federal Reserve Board, the FDIC, the SEC and any self-regulatory organization (each, a “Governmental Entity”).

Authority; No Violation. (a) Each of Parent Holdings and FNH The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each the Company. The Board of Parent Holdings Directors of the Company has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHCompany's stockholders, and no other corporate proceedings (except for regulatory approvals) on the part of either Parent Holdings or FNH the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH the Company and (assuming due authorization, execution and delivery by each of Golden State and Merger SubBuyer) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHthe Company, enforceable against each of Parent Holdings and FNH the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB The Company Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFBthe Company Bank. Upon the due and valid approval of the Bank Merger Agreement by FNH the Company as the sole stockholder of CFB, the Company Bank and by the Board of Directors of CFBthe Company Bank, no other corporate proceedings on the part of CFB the Company Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBthe Company Bank, will be duly and validly executed and delivered by CFB the Company Bank and will (assuming due authorization, execution and delivery by the GFBFirst Savings Bank) constitute a valid and binding obligation of CFBthe Company Bank, enforceable against CFB the Company Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c3.3(c) of the Parent Holdings Company Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH the Company or the Bank Merger Agreement and by the Management Agreement by CFBCompany Bank, nor the consummation by Parent Holdings, FNH the Company or CFBthe Company Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdingsthe Company or the Company Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, the Company or the certificate of incorporation or incorporation, by-laws or similar governing documents of any of its Subsidiaries Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect on the Company.

Authority; No Violation. (a) Each of Parent Holdings and FNH Buyer has full corporate power and authority to execute and deliver this Agreement and, subject to the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger, (ii) the possible requirement that the shareholders of Buyer approve the issuance of shares of Buyer Common Stock hereunder and (ii) the other approvals listed in Section 4.4, to consummate the transactions contemplated hereby. Buyer Subsidiary Bank has full corporate power and authority to execute and deliver this Agreement and, subject to the parties' obtaining (i) all bank regulatory approvals required to effectuate the Merger and (ii) the other approvals listed in Section 4.4, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Buyer. The execution and delivery of Parent Holdings this Agreement and FNH, the consummation of the transactions contemplated hereby have been duly and validly approved by the sole stockholder Board of Parent Holdings and by Parent Holdings and Ford as Directors of Buyer Subsidiary Bank. Subject to the stockholders possible requirement that the shareholders of FNHBuyer approve the issuance of shares of Buyer Common Stock hereunder, and no other corporate proceedings on the part of either Parent Holdings Buyer or FNH Buyer Subsidiary Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings Buyer and FNH Buyer Subsidiary Bank and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings Buyer and FNHBuyer Subsidiary Bank, enforceable against each of Parent Holdings Buyer and FNH Buyer Subsidiary Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings Buyer or FNH or the Bank Merger Agreement and the Management Agreement by CFBBuyer Subsidiary Bank, nor the consummation by Parent Holdings, FNH Buyer or CFB, as applicable, Buyer Subsidiary Bank of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH Buyer or CFB Buyer Subsidiary Bank with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, Buyer or the certificate of incorporation or incorporation, by-laws or similar governing documents of any of its Subsidiaries Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Buyer or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (x) and (y) above, such as individually or in the aggregate will not have a Material Adverse Effect on Buyer.

Authority; No Violation. (a) Each of Parent Holdings and FNH The Seller has full corporate power and authority to execute and deliver this Agreement and the Seller Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Seller Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of each the Seller. The Board of Parent Holdings Directors of Seller has directed that this Agreement and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as transactions contemplated hereby be submitted to the stockholders of FNH, the Seller for approval at a meeting of such stockholders and no other corporate proceedings on the part of either Parent Holdings or FNH Seller are necessary to approve consummate any of the transactions so contemplated by this Agreement and to consummate or the transactions contemplated herebySeller Option Agreement. This Agreement has and the Seller Option Agreement have been duly and validly executed and delivered by each of Parent Holdings and FNH the Seller and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a and the Seller Option Agreement by the Buyer) constitute the valid and binding obligation obligations of each of Parent Holdings and FNHthe Seller, enforceable against each of Parent Holdings and FNH it in accordance with its their respective terms, except as that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether applied enforcement is considered in a court proceeding in equity or at law) and the availability of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyequitable remedies. (b) CFB The Savings Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions Bank Merger. When the Bank Merger Agreement is duly and validly executed by the Savings Bank, as contemplated therebyunder Section 5.19 below, and assuming that the Bank Merger Agreement is duly authorized, executed and delivered by the Bank, the Bank Merger Agreement shall constitute a valid and binding obligation of the Savings Bank, enforceable against the Savings Bank in accordance with its terms, except that enforcement thereof may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies. The Except for the due authorization, execution and delivery of the Bank Merger Agreement by the Savings Bank and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval adoption of the Bank Merger Agreement by FNH the Seller or the Surviving Corporation, as the case may be, in its capacity as the sole stockholder of CFBthe Savings Bank, and by the Board of Directors of CFBall as contemplated under Section 5.19 below, no other corporate proceedings on the part of CFB will be the Savings Bank are necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyMerger. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement, the Seller Option Agreement by Parent Holdings or FNH or and the Bank Merger Agreement by the Seller and the Management Agreement by CFBSavings Bank, as applicable, nor the consummation by Parent Holdings, FNH or CFBthe Seller and the Savings Bank, as applicable, of the transactions contemplated hereby or and thereby, nor compliance by Parent Holdingsthe Seller and the Savings Bank, FNH or CFB as applicable, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 4.04 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings the Seller or any of its Subsidiaries subsidiaries or any of their respective properties or assets, or (yii) except as set forth in Section 4.03(c) of the Seller Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings the Seller or any of its Subsidiaries subsidiaries under, any of the terms, conditions or provisions of (A) certificate of incorporation or other charter document of like nature or By-laws of the Seller or such Seller subsidiary, as the case may be, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings the Seller or any of its Subsidiaries subsidiaries is a partyparty thereto as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses (i) and (ii)(B) above, for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not result, with respect to the Seller, in a Material Adverse Effect.

Authority; No Violation. (a) Each of Parent Holdings SYBT and FNH Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly and validly approved by the Board of Directors of each SYBT and the Board of Parent Holdings Directors of Merger Subsidiary. The Board of Directors of SYBT has determined that the Merger, on the terms and FNHconditions set forth in this Agreement, is in the best interests of SYBT and its shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Subsidiary has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Subsidiary and its sole shareholder and has adopted a resolution to the foregoing effect. SYBT, as Merger Subsidiary’s sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby by unanimous written consent. Except for the adoption and approval of the Bank Merger Agreement by SYBT as SY Bank’s sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHshareholder, and no other corporate proceedings on the part of either Parent Holdings SYBT or FNH Merger Subsidiary are necessary to approve this Agreement and to or consummate the transactions contemplated herebyMerger or the Bank Merger, including without limitation, the approval of SYBT’s shareholders. This Agreement has been duly and validly executed and delivered by each of Parent Holdings SYBT and FNH Merger Subsidiary and (assuming due authorization, execution and delivery by each of Golden State and Merger SubKTYB) this Agreement constitutes a valid and binding obligation of each of Parent Holdings SYBT and FNHMerger Subsidiary, enforceable against each of Parent Holdings SYBT and FNH Merger Subsidiary in accordance with its terms, terms (except in all cases as enforcement such enforceability may be limited by general principles the Enforceability Exceptions). The shares of equity whether applied SYBT Common Stock to be issued in a court the Merger have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of law SYBT will have any preemptive right or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyin respect thereof. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings SYBT or FNH or the Bank Merger Agreement and the Management Agreement by CFBSubsidiary, nor the consummation by Parent Holdings, FNH SYBT or CFB, as applicable, Merger Subsidiary of the transactions contemplated hereby or therebyhereby, including the Merger and the Bank Merger, nor compliance by Parent Holdings, FNH SYBT or CFB Merger Subsidiary with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent HoldingsSYBT Articles, the SYBT Bylaws, the Merger Subsidiary Articles, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries Merger Subsidiary Bylaws, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or SYBT, any of its the SYBT Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings SYBT or any of its the SYBT 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 Parent Holdings SYBT or any of its the SYBT Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, except (in the case of clause (y) above) for such violations, conflicts, breaches or affecteddefaults which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SYBT.

Authority; No Violation. (a) Each of Parent Holdings and FNH MetroCorp has full corporate power and authority to execute and deliver this Agreement and any related documents, including documents to effect the Bank Mergers, and each of MetroCorp and the Banks has full legal capacity, power and authority to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby. by this Agreement. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly duly, validly and validly unanimously approved by MetroCorp Board. MetroCorp Board has determined that this Agreement and the Board transactions contemplated hereby are advisable and in the best interests of Directors MetroCorp and its stockholders, and has directed that the Agreement be submitted to MetroCorp’s stockholders for approval and adoption. Except for the approval of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHMetroCorp, and no other further actions or corporate proceedings on the part of either Parent Holdings or FNH MetroCorp are necessary to approve execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by MetroCorp and is a duly authorized, valid, legally binding agreement of MetroCorp enforceable against MetroCorp in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) The Banks have full corporate power and authority to execute and deliver the Bank Merger Agreements and, subject to receipt of the Required Regulatory Approvals specified herein, to consummate the transactions contemplated thereby. The Bank Merger Agreements, upon execution and delivery the Banks, will be duly and validly executed and delivered by each of Parent Holdings the Banks and FNH and will (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Banks) this Agreement constitutes constitute a valid and binding obligation of each of Parent Holdings and FNHthe Banks, enforceable against each of Parent Holdings and FNH the Banks in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver . Other than the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH Boards of the Banks and the approval of MetroCorp as sole shareholder of the sole stockholder of CFB, and by the Board of Directors of CFBBanks, no other corporate proceedings on the part of CFB the Banks will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (cd) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the The execution and delivery of this Agreement by Parent Holdings or FNH or does not, and the Bank Merger performance of this Agreement and the Management Agreement by CFB, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereof, this Agreement will not (i) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Parent HoldingsMetroCorp Constituent Documents, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents all required stockholder and approvals referred to Required Regulatory Approvals (as defined in Section 4.4 3.4(a)) and consents are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings MetroCorp or any of its Subsidiaries or any of their respective properties or assets, assets or (yiii) assuming all required consents of third parties listed in Schedule 3.3(d) are duly obtained, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, cause MetroCorp or any of its Subsidiaries to become subject to or liable for the payment of any tax, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings or any of its Subsidiaries MetroCorp under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, leaselease agreement, agreement or other instrument or obligation to which Parent Holdings MetroCorp or any of its Subsidiaries Subsidiary thereof is a party, or by which they or any of their respective its properties or assets may be bound or affected, excluding from the foregoing clause (iii) such violations, conflicts, breaches or defaults which either individually or in the aggregate would not be reasonably expected to have a Material Adverse Effect on MetroCorp.

Authority; No Violation. (a) 5.4.1 Each of Parent Holdings CU Bancorp and FNH CUB has full corporate power and corporate authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CU Bancorp and CUB and the consummation completion of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board Boards of Directors of each of Parent Holdings CU Bancorp and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHCUB, and no other corporate proceedings on the part of either Parent Holdings or FNH are CU Bancorp and CUB, except for Shareholders Approvals, is necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by each CU Bancorp and CUB, and subject to approval by the shareholders of Parent Holdings CU Bancorp and FNH CUB and (assuming receipt of the Regulatory Approvals and due authorization, and valid execution and delivery by each of Golden State and Merger Sub) this Agreement by PC Bancorp and PCB, constitutes a the valid and binding obligation of each of Parent Holdings CU Bancorp and FNHCUB, enforceable against each of Parent Holdings and FNH them in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFBsubject, no other corporate proceedings on the part of CFB will be necessary as to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreementenforceability, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c8(b)(6)(D) of the Parent Holdings Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable). 5.4.2 Except as listed on CUB Disclosure ScheduleSchedule 5.4.2, neither subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, and to the receipt of Shareholder Approvals; (A) the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement CU Bancorp and the Management Agreement by CFBCUB, nor (B) the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Parent Holdings, FNH or CFB CU Bancorp and CUB with any all of the terms or and provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Certificate Articles of Incorporation or By-Laws bylaws of Parent Holdings, CU Bancorp or the certificate Articles of incorporation Incorporation or by-laws or similar governing documents bylaws of any of its Subsidiaries or CUB; (ii) assuming that to the consents and approvals referred to in Section 4.4 are duly obtainedKnowledge of CU Bancorp, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings CU Bancorp or any of its Subsidiaries CUB or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings CU Bancorp or any of its Subsidiaries under, CUB 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 Parent Holdings CU Bancorp or any of its Subsidiaries CUB is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on CU Bancorp and CUB taken as a whole.

Authority; No Violation. (a) 5.4.1 Each of Parent Holdings CUNB and FNH CUB has full corporate power and corporate authority to execute and deliver this Agreement and and, subject to the receipt of the Regulatory Approvals to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CUNB and CUB and the consummation completion of the transactions contemplated hereby hereby, including the Merger, have been duly duly, validly, and validly unanimously approved by the Board Boards of Directors of each of Parent Holdings CUNB and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHCUB, and no other corporate proceedings on the part of either Parent Holdings or FNH are CUNB and CUB is necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger, except for the Shareholder Approvals. 5.4.2 The CUNB Board has adopted resolutions recommending that shareholders of CUNB approve and ratify this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of CUNB has been taken, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals. The resolutions of the CUNB Board recommending that shareholders of CUNB approve and ratify this Agreement has not been rescinded, modified or revoked and are, as of the Agreement Date and shall be at the Effective Time, in full force and effect. 5.4.3 This Agreement has been duly and validly executed and delivered by each CUNB and CUB, and subject to receipt of Parent Holdings Shareholder Approvals and FNH Regulatory Approvals and (assuming due authorization, and valid execution and delivery by each of Golden State and Merger Sub) this Agreement by FENB constitutes a the valid and binding obligation of each of Parent Holdings CUNB and FNHCUB, enforceable against each of Parent Holdings and FNH them in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws Laws affecting creditors' ’ rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFBsubject, no other corporate proceedings on the part of CFB will be necessary as to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreementenforceability, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c8(b)(6)(D) of the Parent Holdings Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable). 5.4.4 Except as listed on CUNB Disclosure ScheduleSchedule 5.4.4, neither subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, (i) the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement CUNB and the Management Agreement by CFB, nor CUB; (ii) the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or thereby, nor hereby; and (iii) compliance by Parent Holdings, FNH or CFB CUNB and CUB with any all of the terms or and provisions hereof will not (A) conflict with or thereof, will (i) violate result in a breach of any provision of the Certificate Articles of Incorporation or By-Laws bylaws of Parent Holdings, CUNB or the certificate Articles of incorporation Incorporation or by-laws or similar governing documents bylaws of any CUB; (B) to the Knowledge of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtainedCUNB, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings CUNB or any of its Subsidiaries CUB or any of their respective properties 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 a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings CUNB or any of its Subsidiaries under, CUB 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 Parent Holdings CUNB or any of its Subsidiaries CUB is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (iii)(B) or (iii) (C) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on CUNB and CUB taken as a whole.

Authority; No Violation. (ai) Each of Parent Holdings ConocoPhillips and FNH Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings ConocoPhillips and FNHMerger Sub. ConocoPhillips, by the as sole stockholder of Parent Holdings Merger Sub, has approved and by Parent Holdings adopted this Agreement and Ford as the stockholders of FNH, and no transactions contemplated hereby. No other corporate proceedings on the part of either Parent Holdings ConocoPhillips or FNH Merger Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings ConocoPhillips and FNH Merger Sub and (assuming due authorization, execution and delivery by each of Golden State and Merger SubBurlington) this Agreement constitutes a valid and binding obligation of each of Parent Holdings ConocoPhillips and FNHMerger Sub, enforceable against each of Parent Holdings ConocoPhillips and FNH Merger Sub in accordance with its terms, except as enforcement may be limited by general principles subject to the effects of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and remedies generallygeneral equitable principles (whether considered in a proceeding in equity or at law). (bii) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank ConocoPhillips and Merger Agreement and the Management Agreement by CFB, Sub nor the consummation by Parent Holdings, FNH or CFB, as applicable, ConocoPhillips and Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB ConocoPhillips and Merger Sub with any of the terms or provisions hereof or thereofhereof, will (iA) violate any provision of the Restated Certificate of Incorporation or the By-Laws of ConocoPhillips or the Certificate of Incorporation or By-Laws of Parent HoldingsMerger Sub, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (iiB) assuming that the consents and approvals referred to in Section 4.4 4.2(d) are duly obtained, (xI) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings ConocoPhillips or any of its Subsidiaries or any of their respective properties or assets, assets or (yII) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings ConocoPhillips or any of its Subsidiaries under, any of the terms, conditions or provisions of any noteConocoPhillips Contract, bondexcept (in the case of clause (B) above) for such violations, mortgageconflicts, indenturebreaches, deed of trustlosses, licensedefaults, leaseterminations, agreement cancellations, accelerations or other instrument Liens that, either individually or obligation to which Parent Holdings in the aggregate, would not have a Material Adverse Effect on ConocoPhillips or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedthe Surviving Corporation.

Authority; No Violation. (a) Each of Parent Holdings and FNH has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHParent, and no other corporate proceedings on the part of either Parent Holdings or FNH are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement by other parties hereto) constitutes a valid and binding obligation of each of Parent Holdings and FNHParent, enforceable against each of Parent Holdings and FNH in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB Partners Trust has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management this Agreement and to consummate the transactions contemplated therebyhereby. The execution and delivery of the Bank Merger Agreement and the Management this Agreement and the consummation of the transactions contemplated thereby will be hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFBPartners Trust, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be Partners Trust are necessary to approve this Agreement and to consummate the transactions contemplated therebyhereby. Each of the Bank Merger This Agreement and the Management Agreement, upon execution and delivery by CFB, will be has been duly and validly executed and delivered by CFB Partners Trust and will (assuming due authorization, execution and delivery of this Agreement by the GFBother parties hereto) constitute constitutes a valid and binding obligation of CFBPartners Trust, enforceable against CFB Partners Trust in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) Upon its formation, Trust Company will have full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Trust Company of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly approved by the Board of Directors of Trust Company and by Parent Holdings Disclosure Scheduleas sole stockholder of Trust Company, neither and, upon such approvals, no other corporate proceedings on the part of Trust Company will be necessary to consummate the transactions contemplated hereby. This Agreement will be duly and validly executed and delivered by Trust Company and (assuming due authorization, execution and delivery of this Agreement by the other parties hereto) will constitute a valid and binding obligation of Trust Company, enforceable against Trust Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (d) Neither the execution and delivery of this Agreement by either Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBSeller, nor the consummation by either Parent Holdings, FNH or CFB, as applicable, Seller of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB Seller 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 Certificate of Incorporation or By-Laws of Parent Holdings, or the organization certificate of incorporation or by-laws of Parent or similar governing documents of any of its Subsidiaries Seller, or (ii) assuming that the consents consents, permits, authorizations, approvals, filings and approvals registrations referred to in Section 4.4 3.6 and Section 4.3 hereof are duly obtained, (x) violate any standard of common law applicable to Parent or Seller, or any material statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or any of its Subsidiaries Seller 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 underof, accelerate the performance required by, or result in a right of termination or acceleration under or the creation of any lien, pledge, security interest, charge or other encum- brance Encumbrance upon any of the respective properties or assets of Parent Holdings or any of its Subsidiaries Seller under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement (including, without limitation, any Governing Agreement) or other instrument or obligation to which Parent Holdings or any of its Subsidiaries Seller is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (y), for such violations, conflicts, breaches or defaults (other than those with respect to any Governing Agreement) which, either individually or in the aggregate, would not have a material adverse effect on the Non-objecting Trust Accounts (considered in the aggregate) or on Parent's or Seller's ability to consummate the transactions contemplated hereby.

Authority; No Violation. (a) Each of Parent Holdings and FNH Merger Sub has full corporate power and authority to execute and deliver this Agreement the Transaction Documents to which each of Parent and Merger Sub is a party, to perform its obligations thereunder and to consummate the transactions contemplated herebythereby. The execution and delivery by each of this Agreement Parent and Merger Sub of the Transaction Documents to which each of Parent and Merger Sub is a party and the consummation by Parent and Merger Sub of the transactions contemplated hereby thereby have been duly and validly approved by the Board board of Directors of each directors of Parent Holdings and FNHthe board of directors of Merger Sub and any other necessary corporate and stockholder action of Parent and Merger Sub, by including Parent in its capacity as the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHMerger Sub, and no other corporate or stockholder proceedings on the part of either Parent Holdings or FNH and Merger Sub are necessary to approve this Agreement the Transaction Documents to which each of Parent and Merger Sub is a party, perform their respective obligations thereunder or to consummate the transactions contemplated herebythereby. This Agreement has The Transaction Documents to which each of Parent and Merger Sub is a party have been duly and validly executed and delivered by each of Parent Holdings and FNH Merger Sub and (assuming due authorization, execution and delivery by each the other parties thereto) constitute valid and binding obligations of Golden State Parent and Merger Sub) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNH, enforceable against each of Parent Holdings and FNH Merger Sub in accordance with its their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law Law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws Laws affecting creditors' ’ rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH Sterling has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no Sterling. No other corporate proceedings on the part of either Parent Holdings or FNH Sterling are necessary to approve this Agreement and to or consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Sterling and (assuming due authorization, execution and delivery by each Empire of Golden State and Merger Subthis Agreement) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHSterling, enforceable against each Sterling in accordance with its terms, except as enforcement may be limited by general principles of Parent Holdings equity whether applied in a court of law or a court of equity and FNH by bankruptcy, insolvency, fraudulent conveyance and similar Laws affecting creditors' rights and remedies generally. (b) Sterling Savings Bank has full corporate or other power and authority to execute and deliver the Institution Merger Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Institution Merger Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of Sterling Savings Bank, and by Sterling as the sole stockholder of Sterling Savings Bank prior to the Effective Time. All corporate proceedings on the part of Sterling Savings Bank necessary to consummate the transactions contemplated thereby will have been taken prior to the Effective Time. The Institution Merger Agreement, upon execution and delivery by Sterling Savings Bank, will be duly and validly executed and delivered by Sterling Savings Bank and will (assuming due authorization, execution and delivery by Empire Bank) constitute a valid and binding obligation of Sterling Savings Bank, enforceable against Sterling Savings Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws Laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH Sterling or the Bank Institution Merger Agreement and the Management Agreement by CFBSterling Savings Bank, nor the consummation by Parent Holdings, FNH Sterling or CFBSterling Savings Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsSterling or Sterling Savings Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Restated Certificate of Incorporation or By-Laws Bylaws of Parent Holdings, Sterling or the certificate Charter or Bylaws of incorporation or by-laws or similar governing documents of any of its Subsidiaries Sterling Savings Bank, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings Sterling or any of its Subsidiaries Sterling Savings Bank or any of their respective properties or assets, or (y) violate, conflict with, result in a material breach of any provision of or the loss of any benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Sterling or any of its Subsidiaries under, Sterling Savings 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 Holdings Sterling or any of its Subsidiaries Sterling Savings Bank is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH PSB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. First Penn has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of this Agreement by PSB and the consummation by PSB of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNHPSB and, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no other corporate proceedings on the part of either Parent Holdings or FNH PSB are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each PSB and, subject to the receipt of Parent Holdings and FNH and (assuming due authorizationthe required approvals of Regulatory Authorities described in Section 3.04 hereof, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings and FNHPSB, enforceable against each of Parent Holdings and FNH PSB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and remedies generally. (b) CFB has full corporate power and authority subject, as to execute and deliver the Bank Merger Agreement and the Management Agreement and enforceability, to consummate the transactions contemplated therebygeneral principles of equity. The Bank Plan of Merger, upon its execution and delivery by First Penn concurrently with the execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management this Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by constitute the GFB) constitute a valid and binding obligation of CFBFirst Penn, enforceable against CFB First Penn in accordance with its terms, except as enforcement may be limited by general principles subject to applicable conservatorship and receivership provisions of equity whether applied in a court of law the FDIA, or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights generally and remedies generallysubject, as to enforceability, to general principles of equity. (ci) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the The execution and delivery of this Agreement by Parent Holdings or FNH or PSB, (ii) the execution and delivery of the Bank Plan of Merger Agreement by First Penn, (iii) subject to receipt of approvals from the Regulatory Authorities referred to in Section 3.04 hereof and the Management Agreement by CFBJADE's and PSB's compliance with any conditions contained therein, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or therebyhereby, nor and (iv) compliance by Parent Holdings, FNH or CFB PSB with any of the terms or provisions hereof or thereof, of the Bank Plan of Merger will not (iA) violate conflict with or result in a breach of any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate articles of incorporation or by-laws bylaws of PSB or similar governing documents any PSB Subsidiary or the articles of any incorporation or bylaws of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtainedFirst Penn, (xB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings PSB or any of its Subsidiaries PSB Subsidiary or any of their respective properties 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 a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings PSB or any of its Subsidiaries PSB 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 Parent Holdings PSB or any of its Subsidiaries PSB Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (B) or (C) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on PSB.

Authority; No Violation. (a) Each of Parent Holdings and FNH has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of Parent. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms (except as may be limited by bankruptcy, fraudulent conveyance, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies). (b) The board of directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions (i) adopting and approving this Agreement and the transactions contemplated hereby and (ii) determining that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of Parent and its shareholders. No other corporate proceedings or shareholder approvals on the part of Parent are necessary to approve this Agreement or to consummate the transactions contemplated hereby, including the issuance of the shares of Parent Common Stock to be issued in the Mergers. (c) Each Merger Sub has full corporate power or limited liability company power, as applicable, and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement by the sole stockholder of Merger Sub 1, the sole member of Merger Sub 2 and the sole stockholder of Merger Sub 3, as applicable (which approvals shall be provided promptly (and in no event more than 24 hours) following the execution of this Agreement), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been will be duly and validly approved and this Agreement will be duly and validly adopted by the Board written consent of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHMerger Sub 1 and Merger Sub 3 and the sole member of Merger Sub 2, respectively, immediately following the execution of this Agreement and no other corporate proceedings on the part of either Parent Holdings or FNH any Merger Sub are necessary to approve authorize the execution and delivery of this Agreement by such Merger Sub and to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Merger Sub and (assuming due authorization, execution and delivery by each of Golden State the Company and Merger SubSCCII) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings and FNHMerger Sub, enforceable against each of Parent Holdings and FNH such Merger Sub in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency fraudulent conveyance, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and similar laws affecting creditors' rights and remedies generallythe availability of equitable remedies). (bd) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank any Merger Agreement and the Management Agreement by CFBSub, nor the consummation by Parent Holdings, FNH or CFB, as applicable, any Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB any Merger Sub with any of the terms or provisions hereof or thereofof this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, Charter or the Parent Bylaws or any equivalent organizational documents of any Parent Subsidiary, (ii) violate any provision of Merger Sub 1’s certificate of incorporation or by-laws bylaws, (iii) violate any provision of Merger Sub 2’s certificate of formation or similar governing documents limited liability company agreement, (iv) violate any provision of any Merger Sub 3’s certificate of its Subsidiaries incorporation or bylaws or (iiv) assuming that the consents consents, approvals and approvals filings referred to in Section 4.4 are 5.4 shall have been duly obtainedobtained and/or made prior to the Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Effective Time, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to Parent, any Parent Holdings or any of its Subsidiaries Subsidiary 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 termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings or any of its Subsidiaries Parent 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 Contract to which Parent Holdings or any of its Subsidiaries Parent Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected or (C) cause the suspension or revocation of any Permit; except for such violations, conflicts, breaches, defaults, suspensions or revocations with respect to clause (v) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (e) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of Parent’s representations and warranties set forth in this Section 5.3 is based on the accuracy of the Company’s representations and warranties in Section 4.22, Parent’s representations and warranties in this Section 5.3 shall be limited to the extent affected by any inaccuracy in Section 4.22.

Authority; No Violation. (a) Each of Parent Holdings and FNH 4.4.1 FENB has full corporate power and corporate authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FENB and the consummation completion of the transactions contemplated hereby hereby, including the Merger, have been duly duly, validly, and validly unanimously approved by the FENB Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no other corporate proceedings on the part of either Parent Holdings or FNH are FENB, except for Shareholder Approvals and other actions contemplated by this Agreement such as the termination of certain FENB Compensation and Benefit Plans, is necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger. 4.4.2 The FENB Board has adopted resolutions recommending that shareholders of FENB approve and ratify this Agreement and the transactions contemplated herein, and all necessary corporate action in respect thereof on the part of FENB has been taken, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals. The resolutions of the FENB Board recommending that shareholders of FENB approve and ratify this Agreement has not been rescinded, modified or revoked and are, as of the Agreement Date and shall be at the Effective Time, in full force and effect, unless modified or withdrawn as provided in Section 6.10.2. 4.4.3 This Agreement has been duly and validly executed and delivered by each of Parent Holdings FENB, and, subject to Shareholder Approvals and FNH Regulatory Approvals and (assuming the due authorization, and valid execution and delivery by each of Golden State and Merger Sub) this Agreement by CUNB and CUB, constitutes a the valid and binding obligation of each of Parent Holdings and FNHFENB, enforceable against each of Parent Holdings and FNH it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws Laws affecting creditors' ’ rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFBsubject, no other corporate proceedings on the part of CFB will be necessary as to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreementenforceability, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c8(b)(6)(D) of the Parent Holdings Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable). 4.4.4 Except as listed on FENB Disclosure ScheduleSchedule 4.4.4, neither subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, and to the receipt of Shareholder Approvals; (i) the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBFENB, nor (ii) the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or therebyhereby, nor and (iii) compliance by Parent Holdings, FNH or CFB FENB with any all of the terms or and provisions hereof will not: (A) conflict with or thereof, will (i) violate result in a breach of any provision of the Certificate Articles of Incorporation or By-Laws bylaws of Parent HoldingsFENB; (B) to the Knowledge of FENB, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings FENB or any of its Subsidiaries or any of their respective properties 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 a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings or any of its Subsidiaries under, FENB 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 Parent Holdings or any of its Subsidiaries FENB is a party, or by which they or any of their respective FENB’s properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (iii)(B) or (iii)(C) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on FENB taken as a whole.

Authority; No Violation. (a) Each of Parent Holdings and FNH Camco has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of each Camco. The board of Parent Holdings and FNHdirectors of Camco has directed that this Agreement be submitted to Camco’s stockholders for adoption at a meeting of such stockholders and, except for the adoption of this Agreement by the requisite vote of Camco’s stockholders, no other corporate proceedings (except for regulatory approvals) on the part of Camco (other than the approval of the Bank Merger Agreement by Camco as the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no other corporate proceedings on the part of either Parent Holdings or FNH Camco Bank) are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Camco and (assuming due authorization, execution and delivery by each of Golden State and Merger SubFirst Place) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHCamco, enforceable against each of Parent Holdings and FNH Camco in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB Camco Bank has full corporate power and authority to execute execute, deliver and deliver perform its obligations under the Bank Merger Agreement and the Management Agreement and to consummate the Subsidiary Merger and the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be have been duly and validly approved prior thereto by the Board board of Directors directors of CFBCamco Bank. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no No other corporate proceedings on the part of CFB will be Camco Bank are necessary to consummate the transactions contemplated thereby. Each of by the Bank Merger Agreement. The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFBBank) will constitute a valid and binding obligation of CFBCamco Bank, enforceable against CFB Camco Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH Camco or the Bank Merger Agreement and the Management Agreement by CFBCamco Bank, nor the consummation by Parent Holdings, FNH Camco or CFBCamco Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsCamco or Camco Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdingstheir respective governing documents, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Camco or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Camco 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 Parent Holdings Camco or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for any violation, conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Material Adverse Effect on Camco or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) Each of Parent Holdings and FNH Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Buyer. The Board of Parent Holdings Directors of Buyer has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to Buyer's stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHBuyer's stockholders, and no other corporate proceedings on the part of either Parent Holdings or FNH Buyer are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Buyer and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHBuyer, enforceable against each of Parent Holdings and FNH Buyer in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB Buyer Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFBBuyer Bank. Upon the due and valid approval of the Bank Merger Agreement by FNH Buyer as the sole stockholder of CFBBuyer Bank, and by the Board of Directors of CFBBuyer Bank, no other corporate proceedings on the part of CFB Buyer Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBBuyer Bank, will be duly and validly executed and delivered by CFB Buyer Bank and will (assuming due authorization, execution and delivery by the GFBBank) constitute a valid and binding obligation of CFBBuyer Bank, enforceable against CFB Buyer Bank in accordance with its terms, except as enforcement may be limited by laws affecting insured depository institutions, general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH Buyer or the Bank Merger Agreement and the Management Agreement by CFBBuyer Bank, nor the consummation by Parent Holdings, FNH Buyer or CFBBuyer Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsBuyer or Buyer Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate Articles of Incorporation or By-Laws of Parent Holdings, Buyer or the certificate articles of incorporation or by-laws or similar governing documents of any other Subsidiaries of its Subsidiaries Buyer or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Buyer or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have or be reasonably likely to have a Material Adverse Effect on Buyer.

Authority; No Violation. (a) Each of Parent Holdings and FNH BCB has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each BCB. The Board of Parent Holdings and FNHDirectors of BCB has directed that this Agreement be submitted to BCB’s stockholders for adoption at a meeting of such stockholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings BCB’s stockholders, the approval of an amendment to the BCB Certificate of Incorporation to increase the authorized shares of BCB Common Stock, the board appointment of the Pamrapo Designees and by Parent Holdings and Ford as action to be taken to complete the stockholders of FNHSubsidiary Merger, and no other corporate proceedings (except for regulatory approvals) on the part of either Parent Holdings or FNH BCB are necessary to approve this the Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH BCB and (assuming due authorization, execution and delivery by each of Golden State and Merger SubPamrapo) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHBCB, enforceable against each of Parent Holdings and FNH BCB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB The Bank has full corporate power and authority to execute execute, deliver and deliver perform its obligations under the Bank Merger Agreement and the Management Agreement and to consummate the Subsidiary Merger and the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board board of Directors of CFB. Upon the due and valid approval directors of the Bank Merger Agreement and approved by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no Bank. No other corporate proceedings on the part of CFB the Bank will be necessary to consummate the transactions contemplated thereby. Each of by the Bank Merger Agreement. The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFBPamrapo Bank) will constitute a valid and binding obligation of CFBthe Bank, enforceable against CFB the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH BCB or the Bank Merger Agreement and by the Management Agreement by CFBBank, nor the consummation by Parent Holdings, FNH BCB or CFBthe Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsBCB or the Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar their respective governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings BCB or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings BCB 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 Parent Holdings BCB or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for any violation, conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Material Adverse Effect on BCB or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) Each of Parent Holdings and FNH FCB has full corporate power and authority to execute and deliver each of this Agreement Agreement, the Plan of Merger and the Option Agreements, subject to shareholder and regulatory approvals, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement Agreement, the Plan of Merger and the Option Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of each FCB. The Board of Parent Holdings Directors of FCB has directed that this Agreement and FNHthe Plan of Merger and the transactions contemplated hereby and thereby be submitted to FCB's shareholders for approval at a meeting of such shareholders and, except for the adoption of this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby by the sole stockholder affirmative vote of Parent Holdings and by Parent Holdings and Ford as the stockholders holders of FNHa majority of the outstanding shares of FCB Common Stock, and no other corporate proceedings on the part of either Parent Holdings or FNH FCB are necessary to approve this Agreement Agreement, the Plan of Merger and the Option Agreements and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Option Agreements have been duly and validly executed and delivered by each of Parent Holdings and FNH FCB and (assuming due authorization, execution and delivery by each of Golden State and Merger SubOSB) this Agreement constitutes a constitute valid and binding obligation obligations of each of Parent Holdings and FNHFCB, enforceable against each of Parent Holdings and FNH FCB in accordance with its their respective terms. Furthermore, except as enforcement may be limited by general principles the Plan of equity whether applied in a court of law or a court of equity and by bankruptcyMerger, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly when executed and delivered by CFB FCB and will (assuming due authorization, execution and delivery by the GFB) OSB), shall constitute a valid and binding obligation of CFBFCB, enforceable against CFB FCB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Buyer. The Board of Parent Holdings Directors of Buyer has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to Buyer's stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHBuyer's stockholders, and no other corporate proceedings on the part of either Parent Holdings or FNH Buyer are necessary to approve this Agreement and to consummate the transactions contemplated hereby. Without limiting the foregoing, the Board of Directors of Buyer has adopted a resolution declaring that this Agreement, the Merger and the transactions contemplated hereby and thereby are advisable on substantially the terms set forth herein and that such proposed transactions be submitted for consideration at a special meeting of the stockholders of Buyer. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Buyer and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHBuyer, enforceable against each of Parent Holdings and FNH Buyer in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB Buyer Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFBBuyer Bank. Upon the due and valid approval of the Bank Merger Agreement by FNH Buyer as the sole stockholder of CFBBuyer Bank, and by the Board of Directors of CFBBuyer Bank, no other corporate proceedings on the part of CFB Buyer Bank will be necessary to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBBuyer Bank, will be duly and validly executed and delivered by CFB Buyer Bank and will (assuming due authorization, execution and delivery by the GFBCompany Bank) constitute a valid and binding obligation of CFBBuyer Bank, enforceable against CFB Buyer Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c5.3(c) of the Parent Holdings Buyer Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH Buyer or the Bank Merger Agreement and the Management Agreement by CFBBuyer Bank, nor the consummation by Parent Holdings, FNH Buyer or CFBBuyer Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsBuyer or Buyer Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate Articles of Incorporation or By-Laws of Parent HoldingsBuyer, or the certificate articles of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Buyer or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH First Place has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each First Place. The Board of Parent Holdings and FNHDirectors of First Place has directed that this Agreement be submitted to First Place’s stockholders for adoption at a meeting of such stockholders and, except for adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings First Place’s stockholders, the board appointment of the Camco Designees and by Parent Holdings and Ford as action to be taken to complete the stockholders of FNHSubsidiary Merger, and no other corporate proceedings on the part of either Parent Holdings or FNH First Place are necessary to approve this the Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH First Place and (assuming due authorization, execution and delivery by each of Golden State and Merger SubCamco) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHFirst Place, enforceable against each of Parent Holdings and FNH First Place in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB The Bank has full corporate power and authority to execute execute, deliver and deliver perform its obligations under the Bank Merger Agreement and the Management Agreement and to consummate the transactions Subsidiary Merger contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board board of Directors of CFB. Upon the due and valid approval directors of the Bank Merger Agreement and approved by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no Bank. No other corporate proceedings on the part of CFB the Bank will be necessary to consummate the transactions contemplated thereby. Each of by the Bank Merger Agreement. The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFBCamco Bank) will constitute a valid and binding obligation of CFBthe Bank, enforceable against CFB the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section Schedule 4.3(c) of the Parent Holdings First Place Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement by Parent Holdings or FNH First Place or the Bank Merger Agreement and by the Management Agreement by CFBBank, nor the consummation by Parent Holdings, FNH First Place or CFBthe Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsFirst Place or the Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar their respective governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings First Place or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings First Place 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 Parent Holdings First Place or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for any violation, conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Material Adverse Effect on First Place or materially impact the terms and conditions or transactions contemplated hereby.

Authority; No Violation. (a) 4.4.1 Each of Parent Holdings PC Bancorp and FNH PCB has full corporate power and corporate authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the Shareholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by PC Bancorp and PCB and the consummation completion of the transactions contemplated hereby hereby, including the Merger, have been duly and validly approved by the Board Boards of Directors of each of Parent Holdings PC Bancorp and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHPCB, and no other corporate proceedings on the part of either Parent Holdings or FNH are PC Bancorp, except for Shareholder Approvals and other actions contemplated by this Agreement such as the termination of certain PC Benefit Plans, is necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by each PC Bancorp and PCB, and subject to approval by the shareholders of Parent Holdings PC Bancorp and FNH PCB and (assuming receipt of the Regulatory Approvals and due authorization, and valid execution and delivery by each of Golden State and Merger Sub) this Agreement by CU Bancorp and CUB, constitutes a the valid and binding obligation of each of Parent Holdings PC Bancorp and FNHPCB, enforceable against each of Parent Holdings and FNH them in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFBsubject, no other corporate proceedings on the part of CFB will be necessary as to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreementenforceability, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by to general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c8(b)(6)(D) of the Parent Holdings Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable). 4.4.2 Except as listed on PC Bancorp Disclosure ScheduleSchedule 4.4.2, neither subject to receipt of Regulatory Approvals and compliance by the parties hereto with any conditions contained therein, and to the receipt of Shareholder Approvals; (A) the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement PC Bancorp and the Management Agreement by CFBPCB, nor (B) the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or therebyhereby, nor and (C) compliance by Parent Holdings, FNH or CFB PC Bancorp and PCB with any all of the terms or and provisions hereof or thereof, will not (i) violate conflict with or result in a breach of any provision of the Certificate Articles of Incorporation or By-Laws bylaws of Parent Holdings, PC Bancorp or the certificate Articles of incorporation Association or by-laws or similar governing documents bylaws of any of its Subsidiaries or PCB; (ii) assuming that to the consents and approvals referred to in Section 4.4 are duly obtainedKnowledge of PC Bancorp, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings PC Bancorp or any of its Subsidiaries PCB or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings PC Bancorp or any of its Subsidiaries under, PCB 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 Parent Holdings PC Bancorp or any of its Subsidiaries PCB is a party, or by which they or any of their respective properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on PC Bancorp and PCB taken as a whole.

Authority; No Violation. (a) Each of Parent Holdings and FNH OC Financial has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the transactions contemplated hereby have been duly and validly approved by the Board board of Directors directors of each OC Financial. The board of Parent Holdings and FNHdirectors of OC Financial has directed that this Agreement be submitted to OC Financial's stockholders for adoption at a meeting of such stockholders and, except for the adoption of this Agreement by the sole stockholder requisite vote of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHOC Financial's stockholders, and no other corporate proceedings (except for regulatory approvals) on the part of either Parent Holdings or FNH OC Financial are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH OC Financial and (assuming due authorization, execution and delivery by each of Golden State and Merger SubFirst Place) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHOC Financial, enforceable against each of Parent Holdings and FNH OC Financial in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors' rights and remedies generally. (b) CFB OC Bank has full corporate power and authority to execute execute, deliver and deliver perform its obligations under the Bank Merger Agreement and the Management Agreement and to consummate the Subsidiary Merger and the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board board of Directors directors of CFB. Upon the due OC Bank and valid approval of the Bank Merger Agreement approved by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no OC Bank. No other corporate proceedings on the part of CFB OC Bank will be necessary to consummate the transactions contemplated thereby. Each of by the Bank Merger Agreement. The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be has been duly and validly executed and delivered by CFB OC Bank and will (assuming due authorization, execution and delivery by the GFBBank) constitute constitutes a valid and binding obligation of CFBOC Bank, enforceable against CFB OC Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, receivership, conservatorship, moratorium, fraudulent transfer and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(con SCHEDULE 3.3(C) of the Parent Holdings OC Financial Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement by Parent Holdings or FNH OC Financial or the Bank Merger Agreement and the Management Agreement by CFBOC Bank, nor the consummation by Parent Holdings, FNH OC Financial or CFBOC Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsOC Financial or OC Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate Articles of Incorporation or By-Laws Bylaws of Parent Holdings, OC Financial or the certificate of incorporation or by-laws Charter, bylaws or similar governing documents of any of its Subsidiaries (subject to the deletion of Section 10, "Certain Provisions Applicable for Five Years" contained in the Charter; OC Financial shall take all necessary action to remove and delete such section as soon as practicable from the date hereof, including, but not limited to, obtaining all requisite regulatory approvals that may be required in respect of said removal and deletion), or (ii) assuming that the consents and approvals referred to in Section 4.4 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings OC Financial or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, result in the obligation to sell or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings OC 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 Parent Holdings OC Financial or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except for any violation, conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Material Adverse Effect on OC Financial or materially impact the terms and conditions or transactions contemplated hereby. First Place shall be approved as a successor lessee to any lease agreements.

Authority; No Violation. (a) Each of Parent Holdings and FNH The Buyer has full all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no Buyer. No other corporate proceedings on the part of either Parent Holdings or FNH the Buyer are necessary to approve this Agreement and to consummate the transactions contemplated herebyMerger. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by each of Parent Holdings and FNH the Buyer and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a the Seller), constitute the valid and binding obligation of each of Parent Holdings and FNH, the Buyer enforceable against each of Parent Holdings and FNH the Buyer in accordance with its their respective terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB The Buyer Bank has full all requisite corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFBthe Buyer Bank. Upon Except for the due and valid approval adoption of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFBBuyer Bank's stockholders, no other corporate proceedings on the part of CFB will be the Buyer Bank are necessary to consummate the transactions contemplated thereby. Each of authorize the Bank Merger Agreement and or the Management performance of the Buyer Bank's obligations thereunder or to consummate the Bank Merger. The Bank Merger Agreement, upon execution and delivery by CFBthe Buyer Bank, will be duly and validly executed and delivered by CFB the Buyer Bank, and will (assuming due authorization, execution and delivery by the GFBSeller Bank) constitute a will constitute, the valid and binding obligation of CFBthe Buyer Bank, enforceable against CFB the Buyer Bank in accordance with its terms, except as enforcement may . The Buyer shall cause the Bank Merger Agreement to be limited approved by general principles the stockholders of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallythe Buyer Bank prior to the Effective Time. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and other Transaction Documents by the Management Agreement by CFB, Buyer nor the consummation by Parent Holdings, FNH or CFB, as applicable, the Buyer of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Buyer Bank, nor the consummation by the Buyer Bank of the transactions contemplated thereby; nor compliance by Parent Holdings, FNH the Buyer or CFB the Buyer Bank with any of the terms or provisions hereof or thereof,, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 3.3 hereof are duly obtained, (x) violate in any respect any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings the Buyer or any of its Subsidiaries or any of their respective properties or assetsthe Buyer Bank, or (yii) violate, conflict with, or result in a breach of of, any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings the Buyer or any of its Subsidiaries under, the Buyer Bank under any of the terms, conditions or provisions of (A) the Articles of Organization or other charter document of like nature or By-Laws of the Buyer or the Buyer Bank, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings the Buyer or the Buyer Bank is a party as issuer, guarantor or obligor, or by which it or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clause (ii)(B) above, for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on the Buyer or the Buyer Bank.

Authority; No Violation. (a) Each of Parent Holdings Emclaire and FNH Farmers National has full corporate power and authority to execute and deliver this Agreement Agreement, and subject to receipt of Regulatory Approvals and UA Bank Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Emclaire and Farmers National and the consummation completion by Emclaire and Farmers National of the transactions contemplated hereby have been duly and validly approved by the Board requisite vote of the Boards of Directors of each of Parent Holdings Emclaire and FNH, Farmers National and by Emclaire as the sole stockholder shareholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHFarmers National, and and, no other corporate proceedings proceeding on the part of either Parent Holdings Emclaire or FNH are Farmers National is necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Emclaire and Farmers National and, subject to the UA Bank Shareholder Approval and the receipt of Parent Holdings and FNH and (assuming due authorizationRegulatory Approvals, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a the valid and binding obligation of each of Parent Holdings Emclaire and FNHFarmers National, enforceable against each of Parent Holdings Emclaire and FNH Farmers National in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally, and remedies generallyas to Farmers National, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. No vote or consent of the holders of any class or series of capital stock of Emclaire is necessary to approve this Agreement or the Mergers or the other transactions contemplated hereby. The vote or consent of Emclaire as the sole shareholder of Interim (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Interim necessary to approve the First Merger. (b) CFB has Prior to the Effective Time, Interim will have full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated therebythereby in accordance with the terms thereof. The Prior to the Effective Time, the execution and delivery of the Bank Merger Agreement and the Management Agreement by Interim and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFB. Upon the due Interim and valid approval of the by Farmers Bank Merger Agreement by FNH as the sole stockholder of CFBInterim, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be Interim are necessary to consummate the transactions contemplated therebyso contemplated. Each of the Bank The Merger Agreement and the Management Agreement, upon its execution and delivery by CFBInterim, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFBInterim, enforceable against CFB it in accordance with and subject to its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by applicable bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and remedies generallysubject, as to enforceability, to general principles of equity. (c) Except as set forth in Section 4.3(c) Subject to the receipt of the Parent Holdings Disclosure Schedule, neither Regulatory Approvals and the compliance with all conditions contained therein, (A) the execution and delivery of this Agreement by Parent Holdings or FNH or Emclaire and Farmers National and of the Bank Merger Agreement and the Management Agreement by CFB, nor Interim, (B) the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or and thereby, nor and (C) compliance by Parent HoldingsEmclaire, FNH or CFB Farmers National and Interim with any all of the terms or provisions hereof or and thereof, will not: (i) violate conflict with or result in a material breach of any provision of the Certificate articles of Incorporation incorporation, articles of association, charters or By-Laws of Parent Holdingsbylaws, or the certificate of incorporation or by-laws or similar any other governing documents document, of any of its Subsidiaries Emclaire or any Emclaire Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Emclaire or any Emclaire Subsidiary, including but not limited to Interim, or any of its Subsidiaries the properties or assets of Emclaire or any of their respective properties or assets, Emclaire Subsidiary; 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 a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Emclaire or any of its Subsidiaries under, Emclaire Subsidiary under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which Parent Holdings any Emclaire or any of its Subsidiaries Emclaire Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of Section 4.03(b)(ii) and 4.03(b)(iii), for violations which, individually or in the aggregate, would not have a Material Adverse Effect on Emclaire.

Authority; No Violation. (a) Each of Parent Holdings and FNH HSBC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNHHSBC, and no other corporate proceedings on the part of either Parent Holdings or FNH HSBC are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH HSBC and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement by Alliance) constitutes a valid and binding obligation of each of Parent Holdings and FNHHSBC, enforceable against each of Parent Holdings and FNH HSBC in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (b) CFB has Upon its formation, Trust Company will have full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management this Agreement and to consummate the transactions contemplated therebyhereby. The execution and delivery by Trust Company of the Bank Merger Agreement and the Management this Agreement and the consummation of the transactions contemplated thereby hereby will be duly and validly approved by the Board of Directors of CFB. Upon the due Trust Company and valid approval of the Bank Merger Agreement by FNH HSBC as the sole stockholder of CFBTrust Company, and by the Board of Directors of CFBand, upon such approvals, no other corporate proceedings on the part of CFB Trust Company will be necessary to consummate the transactions contemplated therebyhereby. Each of the Bank Merger This Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB Trust Company and will (assuming due authorization, execution and delivery of this Agreement by the GFBAlliance) will constitute a valid and binding obligation of CFBTrust Company, enforceable against CFB Trust Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally.. 67 (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings either HSBC or FNH or the Bank Merger Agreement and the Management Agreement by CFBTrust Company, nor the consummation by Parent Holdings, FNH either HSBC or CFB, as applicable, Trust Company of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH HSBC or CFB Trust Company with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Certificate of Incorporation conflict with or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings 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 the organization certificate or the loss by-laws of any benefit underHSBC or Trust Company, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.or

Authority; No Violation. (a) Each of Parent Holdings and FNH Western has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no Western. No other corporate proceedings on the part of either Parent Holdings or FNH Western are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Western and (assuming due authorization, execution and delivery by each BN) constitutes the valid and binding obligation of Golden State Western, enforceable against Western in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar law affecting creditors’ rights and remedies generally. (b) Immediately prior to the Effective Time, Interim Bank will have full corporate power and authority to execute and deliver the Bank Merger SubAgreement and, subject to receipt of the required regulatory approvals specified herein, to consummate the transactions contemplated thereby. Immediately prior to the Effective Time, the execution and delivery of the Bank Merger Agreement and the consummation of the transactions contemplated thereby will have been duly and validly approved by the Board of Directors of Interim Bank and by Western as the sole stockholder of Interim Bank. Immediately prior to the Effective Time, all corporate proceedings on the part of Interim Bank necessary to approve the Bank Merger Agreement and to consummate the transactions contemplated thereby will have been taken. The Bank Merger Agreement, upon execution and delivery by Interim Bank, will be duly and validly executed and delivered by Interim Bank and will (assuming due authorization, execution and delivery by BN) this Agreement constitutes constitute a valid and binding obligation of each of Parent Holdings and FNHInterim Bank, enforceable against each of Parent Holdings and FNH Interim Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH Western or the Bank Merger Agreement and the Management Agreement by CFBInterim Bank, nor the consummation by Parent Holdings, FNH Western or CFB, as applicable, Interim Bank of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH Western or CFB Interim Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate articles of incorporation or by-laws bylaws of Western or similar governing documents the charter or bylaws of any of its Subsidiaries Interim Bank, as the case may be, or (ii) assuming that the consents and approvals referred to in Section 4.4 4.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings or any of its Subsidiaries Western, Interim Bank or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Western or any of its Subsidiaries under, Interim 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 Holdings Western or any of its Subsidiaries Interim Bank is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Parent. The Board of Directors of Parent Holdings and FNHwill direct that the issuance of shares of Parent Common Stock in the Merger be submitted to Parent's stockholders for approval at a meeting of such stockholders and, except for the approval of such issuance by the sole stockholder affirmative vote of Parent Holdings and by Parent Holdings and Ford as the stockholders holders of FNHa majority of the votes cast at such meeting, and no other corporate proceedings on the part of either Parent Holdings or FNH are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by each of Golden State and Merger SubSubject Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHParent, enforceable against each of Parent Holdings and FNH in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB Merger Sub has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management this Agreement and to consummate the transactions contemplated therebyhereby. The execution and delivery of the Bank Merger Agreement and the Management this Agreement and the consummation of the transactions contemplated thereby will be hereby has been duly and validly approved by the Board of Directors of CFB. Upon the due Merger Sub and valid approval of the Bank Merger Agreement will be duly and validly approved by FNH as the sole stockholder shareholder of CFBMerger Sub, and by the Board of Directors of CFBand, upon such approval, no other corporate proceedings on the part of CFB Merger Sub will be necessary to consummate the transactions contemplated therebyhereby. Each of the Bank Merger This Agreement and the Management Agreement, upon execution and delivery by CFB, will be has been duly and validly executed and delivered by CFB Merger Sub and will (assuming due authorization, execution and delivery by the GFBSubject Company) constitute constitutes a valid and binding obligation of CFBMerger Sub, enforceable against CFB Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBSub, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate Articles of Incorporation or By-Laws Bylaws of Parent Holdings, or any of the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance upon any of the respective properties or assets of Parent Holdings 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 Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.duly

Authority; No Violation. (a) Each of Parent Holdings and FNH Lycos has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated contem- plated hereby have been duly and validly approved authorized (including such authorization as may be required so that no state anti-takeover statute or similar statute or regulation, including, without limitation, Section 203 of the DGCL) by the Board of Directors of each Lycos. The Board of Parent Holdings Directors of Lycos has directed that this Agreement and FNHthe transactions contemplated hereby be submitted to Lycos's stockholders for adoption at a meeting of such stockholders and, except for (i) the adoption of this Agreement by the sole stockholder affirmative vote of Parent Holdings the holders of a majority of the outstanding shares of Lycos Common Stock and (ii) the filing by Parent Holdings Lycos with the Delaware Secretary of State of a certificate of merger with respect to the Lycos Merger and Ford as the stockholders matters contemplated by Article I of FNHthis Agreement, and no other corporate proceedings on the part of either Parent Holdings or FNH Lycos are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Lycos and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe other parties hereto) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHLycos, enforceable against each of Parent Holdings and FNH Lycos in accordance with its terms, terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBLycos, nor the consummation by Parent Holdings, FNH or CFB, as applicable, Lycos of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB Lycos with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Certificate of Incorporation Lycos Charter or Lycos By-Laws of Parent HoldingsLaws, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 6.4 are duly obtained, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings or Lycos, 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, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings Lycos 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 Parent Holdings Lycos or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches or defaults which, individually or in the aggregate, will not have a Material Adverse Effect on Lycos.

Authority; No Violation. (a) Each of Parent Holdings and FNH Buyer has full corporate power and authority to execute and deliver this Agreement the Transaction Documents to which it is a party and to consummate the transactions contemplated herebythereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Acquisition Subsidiary has or will have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no other corporate proceedings on the part of either Parent Holdings or FNH are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by each of Golden State and Merger Sub) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNH, enforceable against each of Parent Holdings and FNH in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Plan of Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger this Agreement and the Management Agreement other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will be have been duly and validly approved by the Board of Directors of CFBBuyer. Upon the due The execution and valid approval delivery of the Bank Plan of Merger Agreement and the consummation of the transactions contemplated thereby have been or will be duly and validly approved by FNH Buyer, as the sole stockholder member of CFBAcquisition Subsidiary, and by the Board of Directors of CFB, no Acquisition Subsidiary. No other corporate proceedings on the part of CFB will be Buyer or Acquisition Subsidiary are necessary to consummate the transactions contemplated thereby. Each by any of the Bank Merger Transaction Documents to which each is a party. This Agreement has been, and the Management AgreementPlan of Merger and the other Transaction Documents to be executed by Buyer will be, upon duly and validly executed and delivered by Buyer and (assuming due authorization, execution and delivery by CFBSeller) constitute (or, in the case of the Plan of Merger or such other Transaction Documents, will constitute at Closing) the valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies. The Plan of Merger will be duly and validly executed and delivered by CFB Acquisition Subsidiary and will (assuming due authorization, execution and delivery by Seller) will constitute at closing the GFB) constitute a valid and binding obligation of CFBAcquisition Subsidiary, enforceable against CFB Acquisition Subsidiary in accordance with its terms, except as that enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and except that enforcement thereof may be subject to general principles of equity (regardless of whether applied enforcement is considered in a court proceeding in equity or at law) and the availability of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyequitable remedies. (cb) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery by Buyer and Acquisition Subsidiary of this Agreement by Parent Holdings or FNH or any of the Bank Merger Agreement and the Management Agreement by CFBTransaction Documents to which either is a party, respectively, nor the consummation by Parent Holdings, FNH or CFB, as applicable, Buyer and Acquisition Subsidiary of the transactions contemplated hereby or and thereby, nor compliance by Parent Holdings, FNH or CFB Buyer and Acquisition Subsidiary with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdingswill, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 3.04 hereof are duly obtained, (xi) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Buyer or any of its Subsidiaries or any of their respective properties or assets, or 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, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings or any of its Subsidiaries Buyer under, any of the terms, conditions or provisions of (x) the Articles of Association, or other charter document of like nature or By-laws of Buyer, or (y) any note, bond, 7 mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings Buyer is a party thereto as issuer, guarantor or obligor, or by which Buyer or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH Cowlitz has full corporate power and authority to execute and deliver this Agreement and the Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no Cowlitz. No other corporate proceedings on the part of either Parent Holdings or FNH Cowlitz are necessary to approve this Agreement and or the Stock Option Agreement or to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by each of Parent Holdings and FNH Cowlitz and (assuming due authorization, execution and delivery by Northern) each of Golden State and Merger Sub) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHCowlitz, enforceable against each of Parent Holdings and FNH Cowlitz in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB Cowlitz Bank has full corporate power and authority to execute and deliver the Bank Merger this Agreement and the Management Agreement Plan of Merger and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Bank Merger this Agreement and the Management Agreement Plan of Merger and the consummation of the transactions contemplated thereby will be hereby has been duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFBCowlitz Bank, no other corporate proceedings proceeding on the part of CFB Cowlitz Bank will be necessary to consummate the transactions contemplated therebyhereby. Each of the Bank Merger This Agreement and the Management Agreement, upon execution and delivery by CFB, will be has been duly and validly executed and delivered by CFB the Cowlitz Bank and will (assuming due authorization, execution and delivery by the GFBNorthern) constitute constitutes a valid and binding obligation of CFBCowlitz Bank, enforceable against CFB Cowlitz Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, fraudulent transfer, receivership, conservatorship and similar laws affecting creditors' rights and remedies generally. (c) Interim Bank will have full corporate power and authority to execute and deliver the Plan of Merger and to consummate the transactions contemplated thereby. The execution and delivery of the Plan of Merger and the consummation of the transactions contemplated thereby will have been duly and validly approved by the Board of Directors of Interim Bank and no other corporate proceeding on the part of Interim Bank will be necessary to consummate the transactions contemplated thereby. The Plan of Merger will be duly and validly executed and delivered by the Interim Bank and (assuming due authorization, execution and delivery by Northern) constitutes a valid and binding obligation of Interim Bank, enforceable against Interim Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, receivership, conservatorship and similar laws affecting creditors' rights and remedies generally. (d) Except as set forth in Section 4.3(c5.2(d) of the Parent Holdings disclosure schedule of Cowlitz delivered to Northern concurrently herewith (the "Cowlitz Disclosure Schedule"), neither the execution and delivery of this Agreement, the Plan of Merger, or the Stock Option Agreement by Parent Holdings Cowlitz or FNH or the Bank Merger Agreement and the Management Agreement by CFBCowlitz Bank, nor the consummation by Parent Holdings, FNH Cowlitz or CFB, as applicable, Cowlitz Bank of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH Cowlitz or CFB Cowlitz Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate Articles of Incorporation or By-Laws Bylaws of Parent Holdings, Cowlitz or any of the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 5.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Cowlitz 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, time or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings Cowlitz 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 Parent Holdings Cowlitz or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have and would not reasonably be expected to have a Material Adverse Effect on Cowlitz.

Authority; No Violation. (a) Each of Parent Holdings and FNH has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNHParent, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford and, except as the stockholders of FNHset forth in Section 4.3(b), and no other corporate proceedings on the part of either Parent Holdings or FNH are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHParent, enforceable against each of Parent Holdings and FNH in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has Upon its formation, Merger Sub will have full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management this Agreement and to consummate the transactions contemplated therebyhereby. The execution and delivery of the Bank Merger Agreement and the Management this Agreement and the consummation of the transactions contemplated thereby hereby will be duly and validly approved by the Board of Directors of CFB. Upon the due Merger Sub and valid approval of the Bank Merger Agreement by FNH Parent as the sole stockholder shareholder of CFBMerger Sub, and by the Board of Directors of CFBand, upon such approval, no other corporate proceedings on the part of CFB Merger Sub will be necessary to consummate the transactions contemplated therebyhereby. Each of the Bank Merger This Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB Merger Sub and will (assuming due authorization, execution and delivery by the GFBCompany) will constitute a valid and binding obligation of CFBMerger Sub, enforceable against CFB Merger Sub in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFBSub, nor the consummation by Parent Holdings, FNH or CFB, as applicable, Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Parent Holdings, FNH or CFB Merger Sub with any of the terms or provisions hereof or thereofhereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent HoldingsParent, or the certificate articles of incorporation or by-laws or similar governing documents of any of its Subsidiaries Merger Sub or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Parent, Merger Sub or any of its Parent's Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Parent, Merger Sub or any of its Parent's 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 Parent Holdings Parent, Merger Sub or any of its Parent's Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except (only in the case of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate will not have or be reasonably likely to have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent Holdings and FNH First Place has full corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no First Place. No other corporate proceedings on the part of either Parent Holdings or FNH First Place are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH First Place and (assuming due authorization, execution and delivery by each of Golden State and Merger SubFranklin) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHFirst Place, enforceable against each of Parent Holdings and FNH First Place in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors' rights and remedies generally. (b) CFB The Bank has full corporate power and authority to execute execute, deliver and deliver perform its obligations under the Bank Merger Agreement and the Management Agreement and to consummate the transactions Subsidiary Merger contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement and approved by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no Bank. No other corporate proceedings on the part of CFB the Bank will be necessary to consummate the transactions contemplated thereby. Each of by the Bank Merger Agreement. The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be has been duly and validly executed and delivered by CFB the Bank and will (assuming due authorization, execution and delivery by the GFBFranklin Bank) constitute constitutes a valid and binding obligation of CFBthe Bank, enforceable against CFB the Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section Schedule 4.3(c) of the Parent Holdings First Place Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH First Place or the Bank Merger Agreement and by the Management Agreement by CFBBank, nor the consummation by Parent Holdings, FNH First Place or CFBthe Bank, as applicablethe case may be, of the transactions contemplated hereby or thereby, nor compliance by Parent HoldingsFirst Place or the Bank, FNH or CFB as the case may be, with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws Bylaws of Parent HoldingsFirst Place, or the certificate Certificate of incorporation Incorporation or by-laws Bylaws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings First Place or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings First Place 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 Parent Holdings First Place or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH The Seller has full all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby have been declared advisable by, and are duly and validly approved by the unanimous vote of, the Board of Directors of each the Seller. The Board of Parent Holdings Directors of the Seller has directed that this Agreement and FNHthe transactions contemplated hereby, by including the sole stockholder of Parent Holdings and by Parent Holdings and Ford as Merger, be submitted to the stockholders of FNHthe Seller for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the Seller's stockholders, no other corporate action and no other corporate proceedings on the part of either Parent Holdings or FNH the Seller are necessary to approve authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated herebyMerger. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by each of Parent Holdings and FNH the Seller and (assuming due authorization, execution and delivery by each of Golden State the Buyer and Merger Subthe Parent, as applicable) this Agreement constitutes a constitute the valid and binding obligation obligations of each of Parent Holdings and FNHthe Seller, enforceable against each of Parent Holdings and FNH the Seller in accordance with its their respective terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB The Seller Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and Agreement, the Management Agreement performance of its obligations thereunder and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the unanimous action of the Board of Directors of CFBthe Seller Bank. Upon the due and valid approval Except for adoption of the Bank Merger Agreement by FNH as the sole stockholder of CFBSeller Bank's stockholder, no other corporate action and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be the Seller Bank are necessary to authorize the Bank Merger Agreement or the performance of the Seller Bank's obligations thereunder or to consummate the transactions contemplated thereby. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBthe Seller Bank, will be duly and validly executed and delivered by CFB the Seller Bank and will (assuming due authorization, execution and delivery by the GFB) <PAGE> 11 constitute a legal, valid and binding obligation of CFBthe Seller Bank, enforceable against CFB the Seller Bank in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and other Transaction Documents by the Management Agreement by CFB, Seller nor the consummation by Parent Holdings, FNH or CFB, as applicable, the Seller of the transactions contemplated hereby or thereby; nor the execution and delivery of the Bank Merger Agreement by the Seller Bank, nor the consummation by the Seller Bank of the transactions contemplated thereby; nor compliance by Parent Holdings, FNH the Seller or CFB the Seller Bank with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents consents, waivers and approvals referred to in Section 4.4 hereof are duly obtained, (x) violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings the Seller or any of its Subsidiaries subsidiaries or by which any property or asset of the Seller or any of their respective properties its subsidiaries is bound or assetsaffected, 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, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings the Seller or any of its Subsidiaries under, subsidiaries under any of the terms, conditions or provisions of (y) the Articles of Organization or other charter document of like nature or By-Laws of the Seller or any of its subsidiaries, or (z) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings or any of its Subsidiaries the Seller is a partyparty as issuer, guarantor or obligor, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. (a) Each of Parent Holdings and FNH Magna has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no Magna. No other corporate proceedings on the part of either Parent Holdings or FNH Magna are necessary to approve this Agreement and to consummate the transactions contemplated herebyhereby other than the approval by Magna of the Merger, in its capacity as the sole Stockholder of Merger Sub. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Magna and (assuming due authorization, execution and delivery by each of Golden State and Merger SubCharter) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHMagna, enforceable against each of Parent Holdings and FNH Magna in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) CFB has Upon its formation, Merger Sub will have full corporate power and authority to execute and deliver consummate the Bank Merger Agreement and the Management Agreement and to consummate the other transactions contemplated therebyhereby. The execution and delivery of the Bank Plan of Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due Merger Sub and valid approval of the Bank Merger Agreement by FNH Magna as the sole stockholder of CFBMerger Sub, and by the Board of Directors of CFBand, upon such approval, no other corporate proceedings on the part of CFB Merger Sub will be necessary to consummate the Merger and the other transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generallyhereby. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Magna Disclosure Schedule, neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby or thereby, nor compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, neither the execution and delivery of this Agreement by Magna or by Merger Sub, nor the consummation by Magna or Merger Sub, as the case may be, of the transactions contemplated hereby, nor compliance by Magna or Merger Sub, as the case may be, with any of the terms or provisions hereof, will (i) violate any provision of the Certificate of Incorporation, By-Laws or Magna Rights Agreement of Magna, or the charter, or bylaws or similar governing documents of any of its Subsidiaries (including Merger Sub), or (ii) (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Magna or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Magna 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 Parent Holdings Magna or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clause (y) above, for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have or be reasonably likely to have a Material Adverse Effect on Magna.

Authority; No Violation. (a) Each of Parent Holdings and FNH has full corporate power and authority to execute and deliver this Agreement and, subject to the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.04 of this Agreement, to consummate the transactions contemplated hereby and Parent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to (x) the Parties’ obtaining (i) all bank regulatory approvals required to effectuate the Merger and the Bank Merger and (ii) the other approvals listed in Section 4.04 of this Agreement, to consummate the transactions contemplated by the Bank Merger Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, Parent’s Board of Directors has (i) determined that this Agreement and the Merger are fair to and in the best interests of Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable and (ii) approved this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each Parent. The execution and delivery of Parent Holdings the Bank Merger Agreement and FNH, the consummation of the transactions contemplated thereby have been duly and validly approved by the sole stockholder Board of Parent Holdings and by Parent Holdings and Ford as the stockholders Directors of FNH, and no Parent’s Bank. No other corporate proceedings on the part of either Parent Holdings or FNH Parent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH and (assuming due authorization, execution and delivery by each of Golden State and Merger Subthe Company) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHParent, enforceable against each of Parent Holdings and FNH in accordance with its terms, except as enforcement may be limited by general principles of equity equity, whether applied in a court of law or a court of equity equity, and by bankruptcy, insolvency and similar laws Laws affecting creditors' ’ rights and remedies generally. (b) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the execution and delivery of the Bank Merger Agreement and the Management Agreement by CFBParent’s Bank, nor the consummation by Parent Holdings, FNH or CFB, as applicable, of the transactions contemplated hereby in accordance with the terms hereof or therebythe consummation by Parent’s Bank of the transactions contemplated by the Bank Merger Agreement in accordance with the terms thereof, nor or compliance by Parent Holdings, FNH or CFB with any of the terms or provisions hereof or thereofcompliance by Parent’s Bank with any of the terms or provisions of the Bank Merger Agreement, will (i) violate any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of Parent Holdings, or the certificate of incorporation or incorporation, by-laws or similar governing documents of any of its Subsidiaries Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 4.4 4.04 of this Agreement are duly obtained, obtained (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to Parent Holdings or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings 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 Contract to which Parent Holdings or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, with respect to (ii) above, such as individually or in the aggregate will not have a Material Adverse Effect on Parent.

Authority; No Violation. (a) Each of Parent Holdings and FNH Troy has full corporate power and authority to execute and deliver deliv▇▇ this Agreement and the Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Option Agreement, subject to receipt of the required regulatory approvals specified herein, and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of each of Parent Holdings and FNH, by the sole stockholder of Parent Holdings and by Parent Holdings and Ford as the stockholders of FNH, and no Troy. No other corporate proceedings on the part of either Parent Holdings or FNH Troy are necessary nece▇▇▇▇y to approve this Agreement and to or the Option Agreement o▇ ▇▇ consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and the Option Agreement will be, duly and validly executed and delivered by each of Parent Holdings and FNH Troy and (assuming due authorization, execution and delivery by each of Golden State and Merger SubCatski▇▇) this Agreement constitutes a will constitute valid and binding obligation obligations of each of Parent Holdings and FNHTroy, enforceable against each of Parent Holdings and FNH Troy in accordance with its their terms, except as exce▇▇ ▇s enforcement may be limited lim▇▇▇▇ by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws law affecting creditors' rights and remedies generally. (b) CFB Troy Bank has full corporate power and authority to execute and deliver deliv▇▇ the Bank Merger Agreement and and, subject to receipt of the Management Agreement and required regulatory approvals specified herein, to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be have been duly and validly approved by the Board of Directors of CFB. Upon the due Troy Bank and valid approval of the Bank Merger Agreement by FNH Troy as the sole stockholder shareholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on Troy Bank. All corp▇▇▇▇e proceeding▇ ▇n the part of CFB will be necessary Troy Bank neces▇▇▇▇ to consummate the transactions contemplated therebyther▇▇▇ have been taken. Each of the The Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFBTroy Bank, will be duly and validly executed and delivered by CFB Troy ▇▇▇k and will (assuming due authorization, execution and delivery deliv▇▇▇ by the GFBCatskill Bank) constitute a valid and binding obligation of CFBTroy Bank, enforceable against CFB Troy Bank in accordance with its termsterm▇, except as enforcement may be limited ▇▇▇ited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement or the Option Agreement by Parent Holdings or FNH Troy or the Bank Merger Agreement and the Management Agreement by CFBTroy Bank, nor the consummation by Parent Holdings, FNH or CFB, as applicableconsummatio▇ ▇▇ Troy, of the transactions contemplated contemp▇▇▇▇d hereby or thereby, nor compliance compl▇▇▇▇e by Parent Holdings, FNH Troy or CFB Troy Bank with any of the terms or provisions hereof or thereofther▇▇▇, will wi▇▇ (i) violate any provision of the Certificate of Incorporation or Bylaws of Troy or the Charter or By-Laws of Parent HoldingsTroy Bank, as the case may be, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries or (ii▇▇) assuming that the consents and a▇▇ approvals referred to in Section 4.4 4.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to Parent Holdings or any of its Subsidiaries Troy, Troy Bank or any of their respective properties or assets, or (y▇) violate▇▇▇▇▇▇▇, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encum- brance encumbrance upon any of the respective properties or assets of Parent Holdings Troy or any of its Subsidiaries under, Troy Bank under any of the terms, conditions or provisions of any note▇▇▇ not▇, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Holdings Troy or any of its Subsidiaries Troy Bank is a party, or by which they or any of their respective properties respe▇▇▇▇e pr▇▇▇▇ties or assets may be bound or affected.

Authority; No Violation. (ai) Each of Parent Holdings and FNH Comunibanc has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Subsidiary Merger have been duly and validly approved by the Board of Directors of each Comunibanc. The Board of Directors of Comunibanc has determined, subject to Section 6.06 of this Agreement, that the Parent Holdings Merger, on the terms and FNHconditions set forth in this Agreement, is in the best interests of Comunibanc and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to Comunibanc’s shareholders for approval (with the Comunibanc Board of Directors’ recommendation in favor of approval) at a meeting of the shareholders, and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the sole stockholder affirmative vote of Parent Holdings and by Parent Holdings and Ford as the stockholders holders of FNHa majority of the outstanding shares of Comunibanc Common Stock (the “Requisite Comunibanc Vote”), and the adoption and approval of the Subsidiary Merger Agreement by Comunibanc as sole shareholder of ▇▇▇▇▇ County Bank, no other corporate proceedings on the part of either Parent Holdings or FNH Comunibanc are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH Comunibanc and (assuming due authorization, execution and delivery by each of Golden State and Merger SubCivista) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHComunibanc, enforceable against each of Parent Holdings and FNH Comunibanc in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (bii) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, Comunibanc nor the consummation by Parent Holdings, FNH or CFB, as applicable, Comunibanc of the transactions contemplated hereby or therebyhereby, including the Parent Merger and the Subsidiary Merger, nor compliance by Parent Holdings, FNH or CFB Comunibanc with any of the terms or provisions hereof or thereofhereof, will (iA) violate any provision of the Certificate of Incorporation or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries Comunibanc Articles or (iiB) assuming that the consents and approvals referred to in Section 4.4 5.01(d) are duly obtained, (x1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings Comunibanc or any of its Comunibanc Subsidiaries or any of their respective properties or assets, assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or payments, rebates, or reimbursements required under, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings Comunibanc or any of its Comunibanc 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 Parent Holdings Comunibanc or any of its Subsidiaries Comunibanc Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affectedbe.

Authority; No Violation. (ai) Each of Parent Holdings and FNH CNNB has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Bank Merger have been duly and validly approved by the Board of Directors of each CNNB. The Board of Directors of CNNB has determined, subject to Section 6.06 of this Agreement, that the Parent Holdings Merger, on the terms and FNHconditions set forth in this Agreement, is in the best interests of CNNB and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to CNNB’s shareholders for approval (with the CNNB Board of Directors’ recommendation in favor of approval) at a meeting of the shareholders, and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by the sole stockholder affirmative vote of Parent Holdings and by Parent Holdings and Ford as the stockholders holders of FNHa majority of the outstanding shares of CNNB Common Stock (the “Requisite CNNB Vote”), and the adoption and approval of the Subsidiary Bank Merger Agreements by CNNB as sole shareholder of Cincinnati Federal, no other corporate proceedings on the part of either Parent Holdings or FNH CNNB are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent Holdings and FNH CNNB and (assuming due authorization, execution and delivery by each of Golden State and Merger SubLCNB) this Agreement constitutes a valid and binding obligation of each of Parent Holdings and FNHCNNB, enforceable against each of Parent Holdings and FNH CNNB in accordance with its terms, terms (except in all cases as enforcement enforceability may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and remedies generallythe availability of equitable remedies). (bii) CFB has full corporate power and authority to execute and deliver the Bank Merger Agreement and the Management Agreement and to consummate the transactions contemplated thereby. The execution and delivery of the Bank Merger Agreement and the Management Agreement and the consummation of the transactions contemplated thereby will be duly and validly approved by the Board of Directors of CFB. Upon the due and valid approval of the Bank Merger Agreement by FNH as the sole stockholder of CFB, and by the Board of Directors of CFB, no other corporate proceedings on the part of CFB will be necessary to consummate the transactions contemplated thereby. Each of the Bank Merger Agreement and the Management Agreement, upon execution and delivery by CFB, will be duly and validly executed and delivered by CFB and will (assuming due authorization, execution and delivery by the GFB) constitute a valid and binding obligation of CFB, enforceable against CFB in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (c) Except as set forth in Section 4.3(c) of the Parent Holdings Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent Holdings or FNH or the Bank Merger Agreement and the Management Agreement by CFB, CNNB nor the consummation by Parent Holdings, FNH or CFB, as applicable, CNNB of the transactions contemplated hereby or therebyhereby, including the Parent Merger and the Subsidiary Bank Merger, nor compliance by Parent Holdings, FNH or CFB CNNB with any of the terms or provisions hereof or thereofhereof, will (iA) violate any provision of the Certificate of Incorporation CNNB Articles or By-Laws of Parent Holdings, or the certificate of incorporation or by-laws or similar governing documents of any of its Subsidiaries CNNB Bylaws or (iiB) assuming that the consents and approvals referred to in Section 4.4 5.01(d) are duly obtained, (x1) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent Holdings CNNB or any of its CNNB Subsidiaries or any of their respective properties or assets, assets or (y2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or payments, rebates, or reimbursements required under, or result in the creation of any lien, pledge, security interest, charge or other encum- brance Lien upon any of the respective properties or assets of Parent Holdings CNNB or any of its CNNB 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 Parent Holdings CNNB or any of its Subsidiaries CNNB Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affectedbound.