Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Each of FSIC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub and (assuming due authorization, execution and delivery by CCT) constitutes the valid and binding obligation of each of FSIC and Merger Sub, enforceable against each of FSIC and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, nor the consummation by FSIC or Merger Sub of the Transactions, nor performance of this Agreement by FSIC or Merger Sub, will (i) violate any provision of the FSIC Charter, FSIC Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC or any of its Consolidated Subsidiaries or (B) violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Each of FSIC and Merger Sub The Company has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to (i) the Parties’ (A) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (B) obtaining the other approvals listed in Section 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the Transactionstransactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder Matters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all the Company. Consummation of the Independent transactions contemplated by Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of FSICthe Company’s Bank. Except for the approval of the Company Shareholder Matters by the requisite vote of the Company's shareholders and execution of the Bank Merger Agreement in accordance with Section 1.12 of this Agreement, has unanimously determined that no other corporate proceedings on the part of the Company or the Company’s Bank are necessary to approve this Agreement and to consummate the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub the Company and (assuming due authorization, execution and delivery by CCTParent) this Agreement constitutes the a valid and binding obligation of each of FSIC and Merger Subthe Company, enforceable against each of FSIC and Merger Sub the Company in accordance with its terms (terms, except as enforcement may be limited by the Bankruptcy general principles of equity, whether applied in a court of law or a court of equity, and Equity Exception)by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) Neither the execution and delivery of this Agreement by FSIC the Company or the execution and delivery of the Bank Merger SubAgreement by the Company’s Bank, nor the consummation by FSIC or Merger Sub the Company of the Transactions, nor performance transactions contemplated hereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, or compliance by FSIC the Company with any of the terms or Merger Subprovisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will (i) violate any provision of the FSIC Charter, FSIC Bylaws certificate of incorporation or by-laws of the Company or the bylaws certificate of incorporation, by-laws or charter similar governing documents of Merger Sub any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.04 of this Agreement are duly obtained and/or madeobtained, (Ax) violate any Law or Order applicable to FSIC the Company or any of its Consolidated Subsidiaries Subsidiaries, or any of their respective properties or assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC the Company or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound or affected, except, with respect to clause (ii)(B)ii) above, any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, as individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as aggregate will not have a whole. Section 4.3(b) of Material Adverse Effect on the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerCompany.

Authority; No Violation. (a) Each of FSIC and Merger Sub Purchaser has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly duly, validly, and validly unanimously adopted and approved by the Boards Board of Directors of each of FSIC, including all of Purchaser to the Independent Directors of FSIC, and Merger Subextent required by applicable Law. The Board of Directors of FSICPurchaser has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, Purchaser and its shareholders and has unanimously determined directed that this Agreement and the terms transactions contemplated hereby, including the issuance of the Mergers and the related Transactions are advisable and in the best interests shares of FSICPurchaser Common Shares as merger consideration, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders Purchasers shareholders for approval and adoption at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for receipt (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of a majority at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other corporate proceedings on the FSIC Matters at a duly held meeting part of such stockholders (Purchaser are necessary to approve this Agreement, or to consummate the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub ▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by CCTCompany) constitutes the valid and binding obligation of each of FSIC and Merger SubPurchaser, enforceable against each of FSIC and Merger Sub Purchaser in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the The execution and delivery of this Agreement by FSIC or Merger SubPurchaser, nor the consummation by FSIC or Merger Sub Purchaser of the Transactionstransactions contemplated hereby, nor performance and compliance by Purchaser with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will not (i) violate any provision of the FSIC Charterarticles of incorporation or code of regulations of Purchaser (assuming, FSIC Bylaws or with respect to the bylaws or charter latter two of Merger Sub the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law other Law, judgment, order, injunction or Order decree applicable to FSIC Purchaser, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Purchaser or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Purchaser or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(Bii), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval acceleration or creation that as has not had and would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Purchaser.

Authority; No Violation. (ai) Each of FSIC and Merger Sub Limestone has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Parent Merger and the Subsidiary Bank Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubLimestone. The Board of Directors of FSICLimestone has determined, including all subject to Section 6.06 of this Agreement, that the Independent Directors Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of FSIC, Limestone and its shareholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICLimestone’s stockholders shareholders for approval (with the Limestone Board of Directors’ recommendation in favor of approval) at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders, and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement by the affirmative vote of the holders of a majority of the votes cast on the FSIC Matters at a duly held meeting outstanding shares of such stockholders each class of Limestone Common Stock (the “FSIC Requisite Limestone Vote”), the Merger and the adoption and approval of the Subsidiary Bank Merger Agreements by Limestone as sole shareholder of Limestone Bank, no other Transactions have been authorized by all corporate proceedings on the part of Limestone are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Limestone and (assuming due authorization, execution and delivery by CCTPeoples) constitutes the a valid and binding obligation of each of FSIC and Merger SubLimestone, enforceable against each of FSIC and Merger Sub Limestone in accordance with its terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (bii) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, Limestone nor the consummation by FSIC or Merger Sub Limestone of the Transactionstransactions contemplated hereby, including the Parent Merger and the Subsidiary Bank Merger, nor performance compliance by Limestone with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (iA) violate any provision of the FSIC Charter, FSIC Limestone Articles or Limestone Bylaws or the bylaws or charter of Merger Sub or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a5.01(d) and Section 4.4 are duly obtained and/or madeobtained, (A1) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Limestone or any Limestone Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (B2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consentor payments, approval or authorization ofrebates, or notice to or filing with any third-party with respect toreimbursements required under, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Limestone or any of its Consolidated Limestone Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Limestone or any of its Consolidated Subsidiaries Limestone Subsidiary is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)(B)2) above) for such violations, any such violationconflicts, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval breaches or creation that defaults which would not, either individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Limestone.

Authority; No Violation. (a) Each of FSIC and Merger Sub Boston Private has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubBoston Private. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Boston Private has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsBoston Private and its shareholders, has approved adopted this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger), and has directed that the FSIC Matters this Agreement be submitted to FSICBoston Private’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement by the affirmative vote of a majority sixty-six and two-thirds percent (66 2/3%) of all the votes cast shares of Boston Private Common Stock entitled to vote on the FSIC Matters at a duly held meeting of such stockholders this Agreement (the “FSIC Requisite Boston Private Vote”), the Merger and the approval of the Bank Merger Agreement by the board of directors of Boston Private Bank and Boston Private as Boston Private Bank’s sole shareholder, no other Transactions have been authorized by all corporate proceedings on the part of Boston Private are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Boston Private and (assuming due authorization, execution and delivery by CCTSVB Financial) constitutes the a valid and binding obligation of each of FSIC and Merger SubBoston Private, enforceable against each of FSIC and Merger Sub Boston Private in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, Boston Private nor the consummation by FSIC or Merger Sub Boston Private of the Transactionstransactions contemplated hereby (including the Merger and the Bank Merger), nor performance compliance by Boston Private with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Boston Private Articles of Organization or the Boston Private Bylaws or the bylaws or charter comparable governing documents of Merger Sub any Boston Private Subsidiary, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Boston Private or any of its Consolidated Subsidiaries or any of their respective properties or assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Boston Private or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Boston Private or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations that, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Boston Private.

Authority; No Violation. (a) Each of FSIC and Merger Sub SLIC has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSICSLIC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSIC, and Merger SubSLIC. The Board of Directors of FSICSLIC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICSLIC, has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the related other Transactions are advisable and in the best interests of FSIC, determined that SLIC and (B) the interests of FSICSLIC’s existing stockholders will not be diluted (as provided under Rule 17a-8 promulgated under the Investment Company Act) as a result of the Transactions, has (ii) approved the FSIC Matters and has SLIC Matters, (iii) directed that the FSIC SLIC Matters be submitted to FSICSLIC’s stockholders for adoption and approval by written consent or at a duly held meeting of such stockholders (the “FSIC SLIC Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of SLIC adopt and approve the SLIC Matters (such recommendation, the “SLIC Board Recommendation”). Except for receipt of (i) the affirmative vote of (x) the holders of a majority of all outstanding shares of SLIC Common Stock and (y) the holders of a majority of the votes cast on outstanding shares of SLIC Preferred Stock, voting as a separate class, to approve the FSIC SLIC Matters at a duly held meeting of such SLIC stockholders or (ii) the unanimous written consent of the holders of outstanding shares of SLIC Common Stock and SLIC Preferred Stock (the “FSIC SLIC Requisite Vote”), the Merger Mergers and the other Transactions have been authorized by all necessary corporate actionaction on the part of SLIC. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub SLIC and (assuming due authorization, execution and delivery by CCTPIF, Merger Sub, and Adviser) constitutes the valid and binding obligation of each of FSIC and Merger SubSLIC, enforceable against each of FSIC and Merger Sub SLIC in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubSLIC, nor the consummation by FSIC or Merger Sub SLIC of the Transactions, nor performance of this Agreement by FSIC or Merger SubSLIC, will (i) violate any provision of the FSIC Charter, FSIC Bylaws SLIC Charter or the bylaws or charter of Merger Sub SLIC Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a3.3(a) and Section 4.4 3.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC SLIC or any of its Consolidated Subsidiaries or (B) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC SLIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC SLIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC SLIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b3.3(b) of the FSIC SLIC Disclosure Schedule sets forth, to FSICSLIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMergers.

Authority; No Violation. (a) Each of FSIC and Merger Sub CBC has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubCBC Board. The CBC Board has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Directors CBC and its shareholders, (ii) resolved to recommend that CBC’s shareholders approve the principal terms of FSICthis Agreement, including all of the Independent Directors of FSIC, (iii) has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICCBC’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders, and (the “FSIC Stockholders Meeting”iv) and has adopted a resolution resolutions to the foregoing effect. Except for receipt (x) the CBC Shareholder Approval and (y) the adoption and approval of the affirmative vote of a majority of Bank Merger Agreement by the votes cast CBC Bank Board and CBC as CBC Bank’s sole shareholder, no other corporate proceedings on the FSIC Matters at a duly held meeting part of such stockholders (CBC are necessary to approve this Agreement or to consummate the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub CBC and (assuming due authorization, execution and delivery by CCTSCB) constitutes the a valid and binding obligation of each of FSIC and Merger SubCBC, enforceable against each of FSIC and Merger Sub CBC in accordance with its terms terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or to general equity principles (except as may be limited by the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, CBC nor the consummation by FSIC or Merger Sub CBC of the Transactionstransactions contemplated hereby, including the Bank Merger, nor performance compliance by CBC with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws CBC Articles or the bylaws or charter of Merger Sub CBC Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 5.04 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC CBC or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC CBC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC CBC or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on CBC.

Authority; No Violation. (a) Each of FSIC Comerica and Merger Sub Comerica Holdings has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Mergers) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, Comerica and Merger SubComerica Holdings. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Comerica has unanimously determined that this Agreement and the transactions contemplated hereby (including the Mergers), on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsComerica and its stockholders, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Mergers), and has directed that the FSIC Matters this Agreement be submitted to FSICComerica’s stockholders for approval adoption at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt (i) the adoption of this Agreement by the affirmative vote of a majority of all the votes entitled to be cast on the FSIC Matters at a duly held meeting this Agreement by all shares of such stockholders Comerica Common Stock entitled to vote on this Agreement (the “FSIC Requisite Comerica Vote”), (ii) the approval and adoption of the Bank Merger Agreement by the boards of directors of Comerica Bank and Comerica Bank & Trust and by Comerica as the sole shareholder of Comerica Bank and Comerica Holdings as the sole shareholder of Comerica Bank & Trust (each of which will occur promptly following the date hereof) and (iii) the adoption of this Agreement by Comerica as Comerica Holdings’ sole shareholder (which will occur promptly following the execution of this Agreement), no other Transactions have been authorized by all corporate proceedings on the part of Comerica or Comerica Holdings are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC each of Comerica and Merger Sub Comerica Holdings and (assuming due authorization, execution and delivery by CCTFifth Third and Fifth Third Intermediary) constitutes the a valid and binding obligation of each of FSIC Comerica and Merger SubComerica Holdings, enforceable against each of FSIC Comerica and Merger Sub Comerica Holdings in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, Comerica and Comerica Holdings nor the consummation by FSIC or Merger Sub Comerica and Comerica Holdings of the Transactionstransactions contemplated hereby (including the Mergers and the Bank Merger), nor performance compliance by Comerica with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of (A) the FSIC Charter, FSIC Comerica Charter or the Comerica Bylaws or (B) the bylaws Comerica Holdings Charter or charter of Merger Sub the Comerica Holdings Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Comerica or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Comerica or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Comerica or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations that, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Comerica.

Authority; No Violation. (a) Each of FSIC and Merger Sub South State has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubSouth State. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, South State has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsSouth State and its shareholders, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger), and has directed that the FSIC Matters this Agreement be submitted to FSICSouth State’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt (i) the approval of this Agreement by the affirmative vote of a majority two-thirds of the votes entitled to be cast on this Agreement by the holders of South State Common Stock (the “South State Merger Vote”) and (ii) the approval of the South State Articles Amendment by the affirmative vote of two-thirds of the votes entitled to be cast on the FSIC Matters at a duly held meeting South State Articles Amendment by the holders of such stockholders South State Common Stock (the “FSIC South State Authorized Share Capital Vote” and, together with the South State Merger Vote, the “Requisite South State Vote”), and subject to the approval of the Bank Merger and Agreement by South State as South State Subsidiary Bank’s sole shareholder, no other corporate proceedings on the other Transactions have been authorized by all part of South State are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub South State and (assuming due authorization, execution and delivery by CCTCenterState) constitutes the a valid and binding obligation of each of FSIC and Merger SubSouth State, enforceable against each of FSIC and Merger Sub South State in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of South State Common Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite South State Vote), and Equity Exception)when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of South State will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubSouth State, nor the consummation by FSIC or Merger Sub South State of the Transactionstransactions contemplated hereby (including the Merger and the Bank Merger), nor performance compliance by South State with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC South State Articles or the South State Bylaws or the articles or certificate of incorporation or bylaws (or charter similar organizational documents) of Merger Sub any South State Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC South State or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC South State or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC South State or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval breaches or creation defaults that would not, either individually or in the aggregate, aggregate would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on South State.

Authority; No Violation. (a) Each of FSIC Capital One and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and and, upon receipt of the Requisite Capital One Vote (as defined below), to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Mergers) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, Capital One and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Capital One has unanimously determined that this Agreement and the transactions contemplated hereby (including the Mergers), on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsCapital One and its stockholders, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Mergers), and has directed that the FSIC Matters issuance of shares of Capital One Common Stock in connection with the Merger (the “Capital One Share Issuance”) be submitted to FSICCapital One’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) 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. Capital One, as Merger Sub’s sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby by written consent. Except for receipt (i) the approval of the Capital One Share Issuance by the affirmative vote of a majority of the votes cast on by the FSIC Matters holders of Capital One Common Stock at a duly held meeting of such stockholders the Capital One Meeting (the “FSIC Requisite Capital One Vote”), (ii) the adoption and approval of the Bank Merger Agreement by Capital One as Capital One Bank’s sole stockholder, (iii) the adoption, approval and filing of Certificates of Designation with respect to the New Capital One Preferred Stock with the Delaware Secretary, and (iv) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of Capital One or Merger Sub are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC each of Capital One and Merger Sub and (assuming due authorization, execution and delivery by CCTDiscover) constitutes the a valid and binding obligation of each of FSIC Capital One and Merger Sub, enforceable against each of FSIC Capital One and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of Capital One Common Stock and Equity ExceptionNew Capital One Preferred Stock to be issued in the Mergers have been validly authorized (subject to the receipt of the Requisite Capital One Vote), and when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Capital One will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC Capital One or Merger Sub, nor the consummation by FSIC Capital One or Merger Sub of the Transactionstransactions contemplated hereby (including the Mergers and the Bank Merger), nor performance of this Agreement compliance by FSIC Capital One or Merger SubSub with any of the terms or provisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Capital One Charter or the Capital One Bylaws or the bylaws or charter of Merger Sub Charter or the Merger Sub Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Capital One or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Capital One or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Capital One or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations which, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Capital One.

Authority; No Violation. (a) Each of FSIC and Merger Sub Coursera has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each Coursera and the Board of FSIC, including all of the Independent Directors of FSIC, and Merger Sub, as applicable. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Coursera has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSICof, determined that Coursera, taking into account the pecuniary interests of FSICholders of Coursera Common Stock, the best interests of those materially affected by Coursera’s existing stockholders will not be diluted as a result conduct, including holders of the TransactionsCoursera Common Stock, employees of Coursera, community, educators and learners, and ▇▇▇▇▇▇▇▇’s specific public benefit purpose to provide global access to flexible and affordable high-quality education that supports personal development, career advancement, and economic opportunity, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger), and has directed that the FSIC Matters Share Issuance (as defined below) and the Charter Amendment be submitted to FSICCoursera’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt (i) the approval of the affirmative vote issuance of shares of Coursera Common Stock pursuant to the Merger (the “Share Issuance”) by the holders of a majority of the votes cast on by the FSIC Matters holders of Coursera Common Stock at a duly held meeting of Coursera stockholders duly called and held for such stockholders purpose, (ii) the receipt of the Charter Amendment Vote (such approvals in clauses (i) and (ii) of this Section 3.3(a), the “FSIC Requisite Coursera Vote”), (iii) corporate proceedings required to give effect to the matters and agreements contemplated by Section 6.12 and (iv) the approval of this Agreement by the sole stockholder of Merger and Sub contemplated by Section 6.18, no other corporate proceedings on the other Transactions have been authorized by all part of Coursera or Merger Sub are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC Coursera and Merger Sub and (Sub, and, assuming due authorization, execution and delivery by CCT) Udemy, constitutes the a valid and binding obligation of each of FSIC Coursera and Merger Sub, enforceable against each of FSIC Coursera and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws of general applicability affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). The shares of Coursera Common Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite Coursera Vote), and when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Coursera will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC Coursera or Merger Sub, Sub nor the consummation by FSIC Coursera or Merger Sub of the Transactionstransactions contemplated hereby (including the Merger), nor performance of this Agreement compliance by FSIC Coursera or Merger SubSub with any of the terms or provisions hereof, will will, subject to the receipt of the Requisite Coursera Vote, (i) violate any provision of the FSIC CharterCoursera Certificate of Incorporation, FSIC the Coursera Bylaws or the certificate of incorporation or bylaws (or charter similar organizational documents) of Merger Sub or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate in any Law material respect any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Coursera, Merger Sub or any Coursera Subsidiary or any of its Consolidated Subsidiaries their respective properties or assets or (By) other than with respect to a Two-Step Merger, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, or accelerate the performance required byby Coursera, require the consentMerger Sub or any Coursera Subsidiary under, approval or authorization of, or notice to or filing with any third-party with respect toCoursera Contract, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Coursera or any Coursera Subsidiary, except (in the case of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B)ii)(y) above) for such violations, any such violationconflicts, conflictbreaches or defaults that, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Coursera.

Authority; No Violation. (a) Each of FSIC Parent and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger and the Bank Merger have been duly and validly approved by the Boards Board of Directors of each Parent and the Board of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Parent has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are advisable and conditions set forth in this Agreement, is in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters Parent and its shareholders and has directed that the FSIC Matters issuance of shares of Parent Common Stock in connection with the Merger as contemplated by this Agreement (the “Parent Stock Issuance”) be submitted to FSICParent’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) 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 receipt the approval of the affirmative Parent Stock Issuance by a vote of a the majority of the votes cast on at the FSIC Matters at a duly held meeting of such stockholders Parent Meeting (the “FSIC Requisite Parent Vote”), the adoption and approval of the Bank Merger Agreement by Parent as Parent 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 Transactions have been authorized by all corporate proceedings on the part of Parent or Merger Sub are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC each of Parent and Merger Sub and (assuming due authorization, execution and delivery by CCTthe Company) constitutes the a valid and binding obligation of each of FSIC Parent and Merger Sub, enforceable against each of FSIC Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued (subject to the approval of the Parent Stock Issuance by the holders of Parent Common Stock), will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC Parent or Merger Sub, nor the consummation by FSIC Parent or Merger Sub of the Transactionstransactions contemplated hereby, including the Merger and the Bank Merger, nor performance of this Agreement compliance by FSIC Parent or Merger SubSub with any of the terms or provisions hereof, will (i) violate any provision of the FSIC CharterParent Articles, FSIC Bylaws the Parent Bylaws, the Merger Sub Certificate or the bylaws or charter of Merger Sub Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Parent, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Parent or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Parent or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)(B)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Parent.

Authority; No Violation. (a) Each of FSIC NYCB and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards Board of Directors of each NYCB and Merger Sub and by NYCB, as the sole shareholder of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, NYCB has unanimously determined that this Agreement and the transactions contemplated hereby, on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable and in the best interests of FSICNYCB and its stockholders, has adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger and the NYCB Share Issuance), has directed that the NYCB Share Issuance be submitted to NYCB’s stockholders for approval and adoption at a meeting of such stockholders, has recommended that its stockholders approve and adopt the NYCB Share Issuance and has adopted resolutions to the foregoing effect. The Board of Directors of Merger Sub has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsMerger Sub and its sole shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Holdco Merger), has directed that this Agreement be submitted to Merger Sub’s sole shareholder for approval, and has adopted resolutions to the foregoing effect. The Board of Directors of NYCB Bank has determined that the Bank Merger, on the terms and conditions set forth in the Bank Merger Agreement, is advisable and in the best interests of NYCB Bank and its sole stockholder, has adopted and approved the FSIC Matters Bank Merger Agreement and the Bank Merger, and has directed that the FSIC Matters Bank Merger Agreement be submitted to FSICNYCB Bank’s stockholders sole stockholder for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) approval, and has adopted a resolution resolutions to the foregoing effect. Except for receipt (i) the approval of the affirmative vote of NYCB Share Issuance by a majority of all the votes cast on by the FSIC Matters holders of outstanding NYCB Common Stock at a duly held meeting of such the stockholders of NYCB at which a quorum exists (the approval in clause (i), the “FSIC Requisite NYCB Vote”), (ii) the adoption and approval of the Bank Merger Agreement by NYCB as NYCB Bank’s sole stockholder, and (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to NYCB’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other Transactions have been authorized by all corporate proceedings on the part of NYCB or Merger Sub are necessary corporate actionto adopt or approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC NYCB and Merger Sub and (assuming due authorization, execution and delivery by CCTFlagstar) constitutes the a valid and binding obligation of each of FSIC NYCB and Merger Sub, enforceable against each of FSIC NYCB and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of NYCB Common Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite NYCB Vote), and, when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past stockholder of NYCB will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC NYCB or Merger Sub, nor the consummation by FSIC NYCB or Merger Sub of the Transactionstransactions contemplated hereby (including the Merger, the Holdco Merger, the Bank Merger and the NYCB Share Issuance), nor performance of this Agreement compliance by FSIC NYCB or Merger SubSub with any of the terms or provisions hereof, will (i) violate any provision of the FSIC NYCB Charter, FSIC NYCB Bylaws, Merger Sub Charter, Merger Sub Bylaws or the bylaws or charter organizational documents of Merger Sub NYCB Bank, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC NYCB, Merger Sub or any of its Consolidated the NYCB Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC NYCB, Merger Sub or any of its Consolidated the NYCB Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC NYCB, Merger Sub or any of its Consolidated the NYCB Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (A) and (B) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, termination, cancellation, acceleration, consent, approval accelerations or creation creations that would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on NYCB.

Authority; No Violation. (a) Each of FSIC BancShares, FCB, and Merger Sub Sub, as applicable, has all requisite full corporate power and authority to execute and deliver this Agreement Agreement, and FCB has full corporate power and authority to execute and deliver the Bank Merger Agreement, and in each case to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each BancShares Party, the performance by each BancShares Party of its obligations hereunder and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubBancShares Party. The Board of Directors of FSIC, including all BancShares has determined that the consummation of the Independent Directors transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of FSICBancShares and its stockholders, and has unanimously determined that adopted and approved this Agreement and the terms of transactions contemplated hereby (including the Mergers Merger and the related Transactions Second Step Merger). The Board of Directors of FCB has determined that the Merger and the Second Step Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsFCB and its shareholder, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that the FSIC Matters this Agreement be submitted to FSICFCB’s stockholders shareholder for approval at and has adopted a duly held meeting resolution to the foregoing effect. The Board of such stockholders Directors of Merger Sub has determined that the Merger and the Second Step Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Merger Sub and its shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the “FSIC Stockholders Meeting”) Merger and the Second Step Merger), and has directed that this Agreement be submitted to Merger Sub’s shareholder for approval and has adopted a resolution to the foregoing effect. Except for receipt the approval of the issuance of the shares of BancShares capital stock pursuant to this Agreement by the affirmative vote of the holders of at least a majority of the votes cast on at the FSIC Matters at a duly held meeting of such stockholders BancShares Meeting (the “FSIC Requisite BancShares Vote”), the Merger and the approval of the Bank Merger Agreement by the Board of Directors of FCB and BancShares as FCB’s sole shareholder, no other Transactions have been authorized by all corporate proceedings on the part of any BancShares Party are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub each BancShares Party and (assuming due authorization, execution and delivery by CCTCIT) constitutes the a valid and binding obligation of each of FSIC and Merger SubBancShares Party, enforceable against each of FSIC and Merger Sub BancShares Party in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The Bank Merger Agreement will be duly and Equity Exceptionvalidly executed and delivered by FCB and (assuming due authorization, execution and delivery by CIT Subsidiary Bank) will constitute a valid and binding obligation of FCB, enforceable against FCB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of BancShares Class A Common Stock and New BancShares Preferred Stock to be issued in the Merger have been validly authorized, and when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of BancShares will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC a BancShares Party, nor the execution, delivery, or performance of the Bank Merger SubAgreement by FCB, nor the consummation by FSIC BancShares, Merger Sub, or Merger Sub FCB of the Transactionstransactions contemplated hereby or thereby (including the Merger, the Second Step Merger, and the Bank Merger), nor performance of this Agreement compliance by FSIC or BancShares, Merger Sub, or FCB with any of the terms or provisions hereof or thereof, will (i) violate any provision of the FSIC CharterBancShares Certificate of Incorporation, FSIC Bylaws the BancShares Bylaws, the Merger Sub Certificate of Incorporation, the Merger Sub Bylaws, the FCB Articles of Incorporation, or the bylaws or charter of Merger Sub FCB Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC any BancShares Party or any of its Consolidated their Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC each BancShares Party or any of its Consolidated their Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC a BancShares Party or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval breaches or creation defaults that would not, either individually or in the aggregate, aggregate would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of Material Adverse Effect on the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerBancShares Parties.

Authority; No Violation. (a) Each of FSIC and Merger Sub The Seller has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, including the Offer and the Merger, and to comply with the provisions of this Agreement, subject, in the case of the Merger, to the Seller Stockholder Approval. The approval, adoption, execution and delivery of this Agreement Agreement, the consummation by the Seller of the transactions contemplated hereby and the consummation compliance by the Seller with the provisions of the Transactions this Agreement have been duly and validly approved authorized by all necessary corporate action on the Boards of Directors of each of FSIC, including all part of the Independent Directors of FSICSeller, and Merger Sub. The Board of Directors of FSIC, including all no other corporate proceedings on the part of the Independent Directors of FSICSeller are necessary to authorize this Agreement, has unanimously determined that this Agreement and to comply with the terms of this Agreement or to consummate the Mergers and the related Transactions are advisable and transactions contemplated hereby, subject, in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result case of the TransactionsMerger, has approved to the FSIC Matters and has directed that Seller Stockholder Approval. The board of directors of the FSIC Matters be submitted to FSIC’s stockholders for approval Seller, at a meeting duly called and held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt at which all directors of the affirmative vote of a majority of Seller were present, duly and unanimously adopted resolutions (i) determining and declaring that this Agreement, the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), Offer and the Merger and the other Transactions transactions contemplated hereby are advisable, and in the best interest of the Seller and its stockholders, (ii) approving the Offer and the Merger in accordance with the DGCL, (iii) approving this Agreement, (iv) recommending that the Seller Stockholders accept the Offer, tender their shares of Seller Common Stock into the Offer, approve the Merger and adopt this Agreement and (v) determining that each member of the Seller Compensation Committee approving any plan, program, agreement, arrangement, payment or benefit as an Employment Compensation Arrangement in order to satisfy the non-exclusive safe harbor under Rule 14d-10(d)(2) is an “independent director” within the meaning of Rule 4200(a)(15) of The NASDAQ Stock Market LLC (an “Independent Director”), which resolutions have not been authorized by all necessary corporate actionrescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub the Seller and (assuming due authorization, execution and delivery by CCTthe Parent and the Purchaser) constitutes the valid and binding obligation obligations of each of FSIC and Merger Subthe Seller, enforceable against each of FSIC and Merger Sub the Seller in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception)terms. (b) Neither Assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Letter have been obtained and all registrations, declarations, filings and notifications described in Section 5.4 of the Seller Letter have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by FSIC or Merger Sub, the Seller nor the consummation by FSIC or Merger Sub the Seller of the Transactionstransactions contemplated hereby, including the Offer and the Merger, nor performance the compliance by the Seller with the provisions of this Agreement by FSIC Agreement, do or Merger Sub, will (i) conflict with or violate any provision of the FSIC Charter, FSIC Bylaws certificate of incorporation or other organizational document of like nature or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC Seller or any of its Consolidated Subsidiaries subsidiaries, (ii) conflict with or violate any statute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Seller or any of its subsidiaries or by which any property or asset of the Seller or any of its subsidiaries is bound or affected or (Biii) violate, conflict with, result in a any violation or breach of or the any loss of any benefit under, or constitute a change of control or default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien a lien, security interest, charge or other Encumbrance upon any of the respective properties or assets of FSIC the Seller or any of its Consolidated Subsidiaries subsidiaries pursuant to, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC the Seller or any of its Consolidated Subsidiaries subsidiaries is a party as issuer, guarantor or obligor, or by which any of them they or any of their respective properties or assets is may be bound or affected, except, with respect to clause (ii)(B)iii) above, for any such violationconflicts, conflictviolations, breachbreaches, lossdefaults, defaultrights, terminationliens, cancellationsecurity interests, accelerationcharges, consent, approval other Encumbrances or creation that entitlements which would not, either individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerSeller Material Adverse Effect.

Authority; No Violation. (a) Each of FSIC and Merger Sub AUB has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubAUB. The Board of Directors of FSICAUB, including all acting with the approval of not less than 66 2/3% of the Independent Directors number of FSICmembers of the Board of Directors, has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSICAUB and its shareholders, determined that has adopted and approved this Agreement and the interests of FSIC’s existing stockholders will not be diluted as a result transactions contemplated hereby (including the Merger and the issuance of the Transactionsshares of AUB Common Stock constituting the Merger Consideration pursuant to this Agreement (the “AUB Share Issuance”), has approved the FSIC Matters and has directed that this Agreement and the FSIC Matters AUB Share Issuance) be submitted to FSICAUB’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement (including the AUB Share Issuance) by the affirmative vote of holders of a majority of the all votes entitled to be cast on the FSIC Matters at a duly held meeting of such stockholders called therefor (the “FSIC Requisite AUB Vote”), and subject to the approval of the Bank Merger Agreement by the Board of Directors of AUB Subsidiary Bank and AUB as AUB Subsidiary Bank’s sole shareholder, no other corporate proceedings on the other Transactions have been authorized by all part of AUB are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub AUB and (assuming due authorization, execution and delivery by CCTSASR) constitutes the a valid and binding obligation of each of FSIC and Merger SubAUB, enforceable against each of FSIC and Merger Sub AUB in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of AUB Common Stock to be issued in the Merger will, upon issuance and Equity Exceptiondelivery at the Closing, be validly authorized (subject to the receipt of the Requisite AUB Vote), and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of AUB will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubAUB, nor the consummation by FSIC or Merger Sub AUB of the Transactionstransactions contemplated hereby (including the Merger and the Bank Merger), nor performance compliance by AUB with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC AUB Articles or the AUB Bylaws or the articles or certificate of incorporation or bylaws (or charter similar organizational documents) of Merger Sub any AUB Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 ‎4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC AUB or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC AUB or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC AUB or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, termination, cancellation, acceleration, consent, approval accelerations or creation Lien creations that would not, either individually or in the aggregate, aggregate would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on AUB.

Authority; No Violation. (a) Each of FSIC SIC and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Transactionstransactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the approval and adoption of this Agreement by the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement). The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of each of FSICSIC Board, including all acting upon recommendation of the Independent Directors of FSICSIC Special Committee, and the Merger SubSub Board. The Merger Sub Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously (i) determined that this Agreement and the terms transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the sole stockholder of Merger Sub for its adoption, and (iv) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the Mergers SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the related Transactions other transactions contemplated by this Agreement are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsSIC and its stockholders, has approved the FSIC SIC Matters and has directed that the FSIC SIC Matters be submitted to FSICthe SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “FSIC Stockholders MeetingSIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for receipt the approval and adoption of the SIC Matters by the affirmative vote of the holders of a majority of the votes cast on the FSIC Matters at a duly held meeting outstanding shares of such stockholders SIC Common Stock (the “FSIC Requisite VoteSIC Stockholder Approval”) at the SIC Stockholder Meeting and the approval by SIC, in its capacity as the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of SIC or Merger Sub are necessary to approve the Merger, this Agreement, the issuance of the Merger and Shares or the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC SIC and Merger Sub and (assuming due authorization, execution and delivery by CCTMDLY) constitutes the valid and binding obligation of each of FSIC SIC and Merger Sub, enforceable against each of FSIC SIC and Merger Sub Sub, as the case may be, in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC SIC or Merger Sub, Sub nor the consummation by FSIC SIC or Merger Sub of the Transactionstransactions contemplated hereby, nor performance compliance by SIC or Merger Sub with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) violate any provision of the FSIC SIC Charter, FSIC Bylaws or the bylaws or charter of SIC Bylaws, Merger Sub Certificate or Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 5.4 are duly obtained and/or made, (A) violate any Applicable Law or Order applicable to FSIC Merger Sub, SIC or any of its Consolidated Subsidiaries Subsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Merger Sub, SIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which FSIC Merger Sub, SIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (ii)(Bthe “SIC Contracts”), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Each of FSIC M&T and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly adopted and approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, M&T and Merger Sub. The Board of Directors of FSICM&T has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, M&T and its shareholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICM&T’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) 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. M&T, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for receipt the approval of the issuance of M&T Common Stock pursuant to this Agreement by the affirmative vote of holders of a majority of the votes cast on outstanding M&T Common Stock present in person or represented by proxy at the FSIC Matters at a duly held meeting of such stockholders M&T Shareholders Meeting (the “FSIC Requisite VoteM&T Shareholder Approval”), no other corporate proceedings on the part of M&T or Merger and Sub are necessary to approve this Agreement or to consummate the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC each of M&T and Merger Sub and (assuming due authorization, execution and delivery by CCT▇▇▇▇▇▇) constitutes the valid and binding obligation of each of FSIC M&T and Merger Sub, enforceable against each of FSIC M&T and Merger Sub in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC M&T or Merger Sub, nor the consummation by FSIC M&T or Merger Sub of the Transactionstransactions contemplated hereby, nor performance compliance by M&T or Merger Sub with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) violate any provision of the FSIC Charter, FSIC Bylaws M&T Articles or the bylaws or charter of Merger Sub M&T Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law other law, judgment, order, injunction or Order decree applicable to FSIC M&T, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC M&T or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC M&T or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(Bii), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval acceleration or creation that as would notnot reasonably be likely, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.Material Adverse Effect on M&T.

Authority; No Violation. (a) Each of FSIC and Merger Sub ▇▇▇▇▇▇▇ has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger, the Bank Merger and the ▇▇▇▇▇▇▇ Certificate Amendment) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub▇▇▇▇▇▇▇. The Board of Directors of FSIC▇▇▇▇▇▇▇ has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, ▇▇▇▇▇▇▇ and its stockholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSIC’s ▇▇▇▇▇▇▇’▇ stockholders for approval adoption at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes cast outstanding shares of ▇▇▇▇▇▇▇ Common Stock entitled to vote on this Agreement, (ii) the FSIC Matters at adoption and approval of the ▇▇▇▇▇▇▇ Certificate Amendment by the affirmative vote of the holders of a duly held meeting majority of such stockholders the outstanding shares of ▇▇▇▇▇▇▇ Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, the “FSIC Requisite ▇▇▇▇▇▇▇ Vote”), (iii) the adoption, approval and filing of a Certificate of Designation with respect to the New ▇▇▇▇▇▇▇ Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the Bank Merger Agreement by the Board of Directors of ▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ Bank’s sole stockholder and (v) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of ▇▇▇▇▇▇▇ are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub ▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by CCTSterling) constitutes the a valid and binding obligation of each of FSIC and Merger Sub▇▇▇▇▇▇▇, enforceable against each of FSIC and Merger Sub ▇▇▇▇▇▇▇ in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of ▇▇▇▇▇▇▇ Common Stock and Equity ExceptionNew ▇▇▇▇▇▇▇ Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite ▇▇▇▇▇▇▇ Vote), when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of ▇▇▇▇▇▇▇ will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub▇▇▇▇▇▇▇, nor the consummation by FSIC or Merger Sub ▇▇▇▇▇▇▇ of the Transactionstransactions contemplated hereby, including the Bank Merger, nor performance compliance by ▇▇▇▇▇▇▇ with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws ▇▇▇▇▇▇▇ Certificate or the bylaws or charter of Merger Sub ▇▇▇▇▇▇▇ Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC ▇▇▇▇▇▇▇, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC ▇▇▇▇▇▇▇ or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC ▇▇▇▇▇▇▇ or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on ▇▇▇▇▇▇▇.

Authority; No Violation. (a) Each of FSIC and Merger Sub Pinnacle has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubPinnacle. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Pinnacle has unanimously determined that this Agreement and the transactions contemplated hereby (including the Merger), on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsPinnacle and its shareholders, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger), and has directed that the FSIC Matters this Agreement be submitted to FSICPinnacle’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt (i) the approval of this Agreement by the affirmative vote of a majority of all the votes entitled to be cast on the FSIC Matters at a duly held meeting this Agreement by all shares of such stockholders Pinnacle Common Stock entitled to vote on this Agreement (the “FSIC Requisite Pinnacle Vote”), (ii) the approval of the Bank Merger Agreement by Pinnacle as Pinnacle Bank’s sole shareholder and (iii) the Newco Shareholder Approval, no other Transactions have been authorized by all corporate proceedings on the part of Pinnacle are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub ▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by CCTSynovus) constitutes the a valid and binding obligation of each of FSIC and Merger SubPinnacle, enforceable against each of FSIC and Merger Sub Pinnacle in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions). (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubPinnacle, nor the consummation by FSIC or Merger Sub Pinnacle of the Transactionstransactions contemplated hereby (including the Merger and the Bank Merger), nor performance compliance by Pinnacle with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws Pinnacle Articles or the bylaws or charter of Merger Sub Pinnacle Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 6.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Pinnacle or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Pinnacle or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Pinnacle or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations that, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Synovus.

Authority; No Violation. (a) Each of FSIC and Merger Sub First Horizon has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubFirst Horizon. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, First Horizon has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsFirst Horizon and its shareholders, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger), and has directed that this Agreement and the FSIC Matters amendment of the First Horizon Charter to effect an increase the number of authorized shares of First Horizon Common Stock from 400,000,000 to 700,000,000 (the “First Horizon Charter Amendment”) be submitted to FSICFirst Horizon’s stockholders shareholders, for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement and the approval of the First Horizon Charter Amendment, in each case, by the affirmative vote of a majority of all the votes entitled to be cast on such matter by the FSIC Matters at a duly held meeting holders of such stockholders First Horizon Common Stock (the “FSIC Requisite First Horizon Vote”), and subject to the adoption and approval of the Bank Merger and Agreement by First Horizon as First Horizon Bank’s sole voting shareholder, no other corporate proceedings on the part of First Horizon are necessary to approve this Agreement or to consummate the transactions contemplated hereby (other Transactions have been authorized than the submission to the shareholders of First Horizon of an advisory (non-binding) vote on the compensation that may be paid or become payable to First Horizon’s named executive officers that is based on or otherwise related to the transactions contemplated by all necessary corporate actionthis Agreement). This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub First Horizon and (assuming due authorization, execution and delivery by CCTIBKC) constitutes the a valid and binding obligation of each of FSIC and Merger SubFirst Horizon, enforceable against each of FSIC and Merger Sub First Horizon in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of First Horizon Common Stock and Equity ExceptionNew First Horizon Preferred Stock to be issued in the Merger have been validly authorized (subject to the receipt of the Requisite First Horizon Vote, the filing of the amendment to the First Horizon Charter as contemplated by Section 6.20 and the filing of Articles of Amendment for the New First Horizon Preferred Stock with the Tennessee Secretary), and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of First Horizon will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubFirst Horizon, nor the consummation by FSIC or Merger Sub First Horizon of the Transactionstransactions contemplated hereby (including the Merger and the Bank Merger), nor performance compliance by First Horizon with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws First Horizon Charter or the bylaws or charter of Merger Sub First Horizon Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC First Horizon or any of its Consolidated Subsidiaries or any of their respective properties or assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC First Horizon or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC First Horizon or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations that, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on First Horizon.

Authority; No Violation. (a) Each The Acquiror has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Acquiror Requisite Vote, consummate the Transactions. The execution and delivery of FSIC this Agreement and Merger the consummation of the Transactions have been duly and validly approved by the Acquiror Board. ▇▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards board of Directors directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Acquiror Board of Directors of FSIC, including all (on the recommendation of the Independent Directors Acquiror Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of FSICthe Mergers and the related Transactions are advisable, fair to and in the best interests of the Acquiror and its stockholders and (B) the interests of the Acquiror’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and the Acquiror Matters), (iii) directed that the approval of the Acquiror Matters be submitted to the Acquiror’s stockholders at a duly held meeting of such stockholders (the “Acquiror Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Acquiror approve the Acquiror Matters. The board of directors of Merger Sub has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable advisable, fair to and in the best interests of FSICMerger Sub and its sole stockholder; approved, determined that adopted and declared advisable this Agreement and the interests of FSIC’s existing stockholders will not be diluted as a result Transactions (including the Merger); and resolved to recommend the approval of the TransactionsTransactions (including the Merger) by the Acquiror, has approved in the FSIC Matters and has directed that Acquiror’s capacity as the FSIC Matters be submitted to FSIC’s stockholders for approval at a duly held meeting sole stockholder of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effectMerger Sub. Except for receipt of the affirmative vote approval of the Acquiror Matters by at least a majority of the total votes cast on by the FSIC Matters holders of Acquiror Common Stock at a duly held meeting of such stockholders the Acquiror Stockholders Meeting (the “FSIC Acquiror Requisite Vote”), and the approval of the Transactions by the Acquiror, as the sole stockholder of Merger Sub (which approval shall occur promptly following the execution of this Agreement), the Mergers and the other Transactions have been authorized by all necessary corporate actionaction on the part of the Acquiror and Merger Sub. This Agreement has been duly and validly executed and delivered by FSIC the Acquiror and Merger ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by CCTthe Company and the Acquiror Adviser) this Agreement constitutes the valid and binding obligation of each of FSIC the Acquiror and Merger Sub, enforceable against each of FSIC the Acquiror and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Enforceability Exception). (b) Neither the execution and delivery of this Agreement by FSIC or the Acquiror and Merger Sub, nor the consummation by FSIC the Acquiror or Merger Sub of the Transactions, nor the performance of this Agreement by FSIC or the Acquiror and Merger Sub, will (i) violate any provision of the FSIC Acquiror Charter, FSIC the Acquiror Bylaws or the articles of incorporation or bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC the Acquiror or any of its Consolidated Subsidiaries or (B) except as Previously Disclosed, violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC the Acquiror or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC the Acquiror or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC the Acquiror and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (ai) Each of FSIC and Merger Sub The Company has all requisite full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the TransactionsClosing. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the Transactions Closing (including the Investment) have been declared advisable and duly and validly approved by the Boards Board of Directors Directors. As of each of FSICor prior to the entry into this Agreement, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that this Agreement (A) the Company Share Issuance and the Conversions (collectively, the “Investment”), on the terms of and subject to the Mergers and the related Transactions are advisable and conditions set forth herein, is in the best interests of FSICthe Company and its stockholders and (B) the issuance of the shares of Common Stock, determined that Preferred Stock and/or Series A Preferred Stock, in each case, pursuant to the Other Investment Agreements and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, in each case, are in the best interests of FSIC’s existing the Company and its stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt approval by the Company’s stockholders to (x) adopt an amendment to the Company Certificate of Incorporation to increase the number of authorized shares of Common Stock therein to at least 200,000,000 by the affirmative vote of a majority of the votes cast on by holders of shares of Common Stock at the FSIC Matters at a duly held meeting of the Company’s stockholders at which a vote is taken with respect to such stockholders matters (the “FSIC Charter Amendment”), and (y) if required under the applicable rules of the NYSE (the “Exchange Approval”) for issuance of shares of Common Stock in excess of 19.9% of the total voting power of the Company’s securities immediately preceding the entry into this Agreement by the affirmative vote of the holders of a majority of the shares of Common Stock at the meeting of the Company’s stockholders at which a vote is taken with respect to such matters ((x) and (y), collectively, the “Requisite Stockholder Vote”), no corporate proceedings on the Merger and part of the other Transactions have been authorized by all Company or any of its Subsidiaries are necessary corporate actionto approve this Agreement or for the Company to perform its obligations hereunder or consummate the transactions contemplated in this Agreement at Closing. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub the Company and (assuming due authorization, execution and delivery by CCTPurchaser) constitutes the a valid and binding obligation of each of FSIC and Merger Subthe Company, enforceable against each of FSIC and Merger Sub the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (bii) Neither None of the execution and delivery of this Agreement by FSIC or Merger Subthe Company, nor the performance by the Company of its obligations hereunder, the consummation by FSIC or Merger Sub the Company of the TransactionsInvestment, nor performance or compliance by the Company with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (iA) violate any provision of the FSIC Charter, FSIC Bylaws Company Certificate of Incorporation or the bylaws Bylaws of the Company (as amended, restated, supplemented or charter of Merger Sub otherwise modified from time to time, the “Company Bylaws”) or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a2.2(d) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law or Order applicable to FSIC the Company, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC the Company or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound. (iii) The shares of Common Stock to be issued (x) hereunder have been and (y) subject to the Requisite Stockholder Vote and the filing of the Charter Amendment with the Delaware Secretary of State, with upon the conversion of Preferred Stock pursuant to the applicable Certificate of Designations will be, in each case, validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Preferred Stock to clause (ii)(B)be issued hereunder have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect of any such violationissuance or exercise. Subject to the accuracy of Purchaser’s representations and warranties set forth in Section 2.3, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or neither the Common Stock nor the Preferred Stock will be issued in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) violation of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Mergerapplicable Law.

Authority; No Violation. (ai) Each of FSIC and Merger Sub The Company has all requisite full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and, subject to receiving the Requisite Stockholder Vote and other actions described in this Section 2.2(c) and Section 2.2(d), to consummate the TransactionsClosing. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the Transactions Closing (including the Company Share Issuance) have been duly and validly approved by the Boards board of Directors of each of FSIC, including all directors of the Independent Directors Company (the “Board of FSICDirectors”), and Merger Sub. The the Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that adopted this Agreement and declared its advisability. As of or prior to the date hereof, the Board of Directors has determined that (A) the Company Share Issuance, on the terms and subject to the conditions set forth herein, (B) the issuance of shares of Voting Common Stock pursuant to the Merger Agreement and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, and (C) the issuance of the Mergers shares of Voting Common Stock and Non-Voting Common Equivalent Stock and the related Transactions Warrant(s) (as defined in each Other Investment Agreement, the “Other Warrants”), in each case, pursuant to the Other Investment Agreements and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, in each case, are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing Company and its stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that such issuances of shares of Voting Common Stock and Non-Voting Common Equivalent Stock pursuant to this Agreement, the FSIC Matters Merger Agreement and each Other Investment Agreement be submitted to FSIC’s stockholders the holders of Voting Common Stock for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt (x) the approval of the Company Share Issuance, the issuance of Voting Common Stock pursuant to the Merger Agreement and the issuance of Voting Common Stock and Non-Voting Common Equivalent Stock, including shares of Voting Common Stock or Non-Voting Common Equivalent Stock for which the Other Warrants may be exercised, pursuant to each Other Investment Agreement by the affirmative vote of a majority of the votes cast on by holders of shares of Voting Common Stock at the FSIC Matters at a duly held meeting of the Company’s stockholders at which a vote is taken with respect to such stockholders issuances (the “FSIC Requisite Stockholder Vote”)” and such meeting, the “Company Stockholders Meeting”) and (y) any other approvals, adoptions, authorizations and consents of the Company and its Subsidiaries necessary to consummate the Mergers set forth in Section 4.3(a) of the Merger and Agreement, no other corporate proceedings on the other Transactions have been authorized by all part of the Company or any of its Subsidiaries are necessary corporate actionto approve or adopt this Agreement or for the Company to perform its obligations hereunder or consummate the Closing. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub the Company and (assuming due authorization, execution and delivery by CCTPurchaser) constitutes the a valid and binding obligation of each of FSIC and Merger Subthe Company, enforceable against each of FSIC and Merger Sub the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (bii) Neither None of the execution and delivery of this Agreement by FSIC or Merger Subthe Company, nor the performance by the Company of its obligations hereunder, the consummation by FSIC or Merger Sub the Company of the TransactionsCompany Share Issuance, nor performance or compliance by the Company with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (iA) violate any provision of the FSIC Charter, FSIC Bylaws Company Articles or the bylaws or charter Sixth Amended and Restated Bylaws of Merger Sub the Company (the “Company Bylaws”) or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a2.2(d) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law or Order applicable to FSIC the Company, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC the Company or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC the Company or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (B)(x) and (B)(y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, termination, cancellation, acceleration, consent, approval accelerations or creation that creations which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (iii) The shares of Voting Common Stock to be material issued hereunder have been validly authorized (subject to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) receipt of the FSIC Disclosure Schedule sets forthRequisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Non-Voting Common Equivalent Stock (A) to FSIC’s knowledgebe issued hereunder and (B) for which the Warrant may be exercised, in each case, have been validly authorized (subject to receipt of the Requisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any material consent fees payable to a third party preemptive right or similar rights in connection with respect of any such issuance or exercise. Neither the MergerVoting Common Stock nor the Non-Voting Common Equivalent Stock will be issued in violation of any applicable Law.

Authority; No Violation. (a) Each of FSIC and Merger Sub BHRB has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Requisite BHRB Vote, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubBHRB. The Board of Directors of FSICBHRB, including all acting with the approval of not less than one hundred percent (100%) of the Independent number of members of the Board of Directors of FSICBHRB, has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSICBHRB and its shareholders, determined that and has adopted and approved this Agreement and the interests of FSIC’s existing stockholders will not be diluted as a result of transactions contemplated hereby (including the TransactionsMerger), has approved the FSIC Matters and has directed that this Agreement (including the FSIC Matters Plan of Merger) be submitted to FSICBHRB’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement by the affirmative vote of a majority of the votes entitled to be cast on by the FSIC Matters holders of outstanding shares of BHRB Common Stock at a duly held meeting of such stockholders called therefor (the “FSIC Requisite BHRB Vote”), and subject to the adoption and approval of the Subsidiary Bank Agreement and Plan of Merger by the Board of Directors of B&H Bank and BHRB as B&H Bank’s sole shareholder, and the adoption of resolutions to give effect to the provisions of Section 1.11 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of BHRB are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby (including the Merger). This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub BHRB and (assuming due authorization, execution and delivery by CCTLNKB) constitutes the a valid and binding obligation of each of FSIC and Merger SubBHRB, enforceable against each of FSIC and Merger Sub BHRB in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of BHRB Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite BHRB Vote), and Equity Exception)when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of BHRB will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubBHRB, nor the consummation by FSIC or Merger Sub BHRB of the Transactionstransactions contemplated hereby (including the Merger and the Subsidiary Merger), nor performance compliance by BHRB with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC BHRB Articles or the BHRB Bylaws or the articles or certificate of incorporation or bylaws (or charter similar organizational documents) of Merger Sub any BHRB Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 4.04 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC BHRB or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC BHRB or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC BHRB or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval breaches or creation defaults that would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on BHRB.

Authority; No Violation. (a) Each of FSIC and Merger Sub Flagstar has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubFlagstar. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Flagstar has unanimously determined that this Agreement and the transactions contemplated hereby, on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable and in the best interests of FSICFlagstar and its shareholders, has approved, adopted and declared advisable this Agreement and the transactions contemplated hereby (including the Merger, the Holdco Merger and the Bank Merger), has directed that this Agreement and the transactions contemplated hereby be submitted to Flagstar’s shareholders for approval and adoption at a meeting of such shareholders, has recommend that its shareholders approve and adopt this Agreement and the transactions contemplated hereby and has adopted resolutions to the foregoing effect. The Board of Directors of Flagstar Bank has determined that the Bank Merger, on the terms and conditions set forth in the Bank Merger Agreement, is advisable and in the best interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsFlagstar Bank and its sole shareholder, has adopted and approved the FSIC Matters Bank Merger Agreement and the Bank Merger, has directed that the FSIC Matters Bank Merger Agreement be submitted to FSICFlagstar Bank’s stockholders sole shareholder for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) approval, and has adopted a resolution resolutions to the foregoing effect. Except for receipt (i) the adoption and approval of this Agreement by the affirmative vote of a majority of the votes cast outstanding shares of Flagstar Common Stock entitled to vote on the FSIC Matters at a duly held meeting of such stockholders this Agreement (the “FSIC Requisite Flagstar Vote”), (ii) the adoption and approval of the Bank Merger Agreement by Flagstar as Flagstar Bank’s sole shareholder, and (iii) if applicable, the submission to the shareholders of Flagstar of an advisory (non-binding) vote on the compensation that may be paid or become payable to Flagstar’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other Transactions have been authorized by all corporate proceedings on the part of Flagstar are necessary corporate actionto approve and adopt this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Flagstar and (assuming due authorization, execution and delivery by CCTNYCB and Merger Sub) constitutes the a valid and binding obligation of each of FSIC and Merger SubFlagstar, enforceable against each of FSIC and Merger Sub Flagstar in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, forbearance, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depositary institutions or their parent companies or the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, Flagstar nor the consummation by FSIC or Merger Sub Flagstar of the Transactionstransactions contemplated hereby (including the Merger and the Bank Merger), nor performance compliance by Flagstar with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Flagstar Charter, FSIC the Flagstar Bylaws or the amended and restated organizational certificate (as amended) or bylaws or charter of Merger Sub Flagstar Bank, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or made, (A) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Flagstar or any of its Consolidated the Flagstar Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Flagstar or any of its Consolidated the Flagstar Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Flagstar or any of its Consolidated the Flagstar Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (A) and (B) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, termination, cancellation, acceleration, consent, approval accelerations or creation creations that would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Flagstar.

Authority; No Violation. (a) Each of FSIC Parent and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Mergers have been duly and validly approved by the Boards Parent Board and the board of Directors directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Parent Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that this Agreement and the Mergers, on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable and in the best interests of FSICParent and its shareholders, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters issuance of Parent Common Stock in connection with the Merger be submitted to FSIC’s stockholders its shareholders for approval at a duly held meeting of such stockholders (shareholders and has adopted resolutions to the “FSIC Stockholders Meeting”) foregoing effect. The board of directors of Merger Sub has determined that the Mergers, on the terms and conditions set forth in this Agreement, are 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 approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for receipt (i) the approval of the affirmative vote issuance of Parent Common Stock pursuant to this Agreement by a majority of the votes cast on by holders of outstanding Parent Common Stock at the FSIC Matters at a duly held meeting of such stockholders Parent Meeting (the “FSIC Requisite Parent Vote”), (ii) the adoption and approval of the Bank Merger Agreement by the board of directors of Parent Bank and Parent, as Parent Bank’s sole shareholder and (iii) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of Parent or Merger Sub are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC each of Parent and Merger Sub and (assuming due authorization, execution and delivery by CCTCompany) constitutes the a valid and binding obligation of each of FSIC Parent and Merger Sub, enforceable against each of FSIC Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). Subject to the receipt of the Requisite Parent Vote, the shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar rights in respect thereof. (b) Neither Subject to the receipt of the Requisite Parent Vote, neither the execution and delivery of this Agreement by FSIC Parent or Merger Sub, nor the consummation by FSIC Parent or Merger Sub of the Transactionstransactions contemplated hereby, nor performance of this Agreement compliance by FSIC Parent or Merger SubSub with any of the terms or provisions hereof, will (i) violate any provision of the FSIC Parent Charter, FSIC Bylaws the Parent Bylaws, the Merger Sub Articles, or the bylaws or charter of Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Parent, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Parent or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Parent or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)(B)ii) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations which would not reasonably be likely to have, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, reasonably be expected a Material Adverse Effect with respect to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerParent.

Authority; No Violation. (a) Each of FSIC and Merger Sub SIC has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of each of FSICSIC Board. The SIC Board has determined that the Merger, including all this Agreement, the issuance of the Independent Directors of FSIC, Merger Shares and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that other transactions contemplated by this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsSIC and its stockholders, has approved the FSIC SIC Matters and has directed that the FSIC SIC Matters be submitted to FSICthe SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “FSIC Stockholders MeetingSIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for receipt the approval and adoption of the SIC Matters (i) with respect to the Merger and the Amended and Restated Charter, by the affirmative vote of the holders of a majority of the votes cast on outstanding shares of SIC Common Stock, (ii) with respect to the FSIC Matters Charter Amendment by the affirmative vote of the holders of at least two-thirds (2/3s) of the outstanding shares of SIC Common Stock, and (iii) with respect to the approval of the New Investment Advisory Agreement, the affirmative vote of the holders of the lesser of (A) 67% or more of the shares present (either in person or by proxy) at the SIC Stockholder Meeting and entitled to vote thereat and (B) a duly held meeting majority of such stockholders the outstanding shares of SIC Common Stock at the SIC Stockholder Meeting (collectively, the foregoing (i), (ii) and (iii), the “FSIC Requisite VoteSIC Stockholder Approval”), no other corporate proceedings on the part of SIC are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares and the Settlement Shares or the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub SIC and (assuming due authorization, execution and delivery by CCTMCC) constitutes the valid and binding obligation of each of FSIC and Merger SubSIC, enforceable against each of FSIC and Merger Sub SIC in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, SIC nor the consummation by FSIC or Merger Sub SIC of the Transactionstransactions contemplated hereby, nor performance compliance by SIC with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) violate any provision of the FSIC CharterSIC Charter or SIC Bylaws, FSIC Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 5.4 are duly obtained and/or made, (A) violate any Applicable Law or Order applicable to FSIC SIC or any of its Consolidated Subsidiaries Subsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC SIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which FSIC SIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (ii)(Bthe “SIC Contracts”), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Each The Acquiror has all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Acquiror Requisite Vote, consummate the Transactions. The execution and delivery of FSIC this Agreement and the consummation of the Transactions have been duly and validly approved by the Acquiror Board. Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the adoption and approval of the Transactions by the Acquiror as the sole stockholder of Merger Sub, to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards board of Directors directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Acquiror Board of Directors of FSIC, including all (on the recommendation of the Independent Directors of FSIC, Acquiror Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the Acquiror and its stockholders and (B) the interests of FSICthe Acquiror’s existing stockholders will not be diluted as a result of the Transactions, has approved (ii) approved, adopted and declared advisable this Agreement and the FSIC Matters Transactions (including the Merger and has the Acquiror Matters), (iii) directed that the FSIC approval of the Acquiror Matters be submitted to FSICthe Acquiror’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Acquiror Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Acquiror approve the Acquiror Matters. The board of directors of Merger Sub has unanimously determined that this Agreement and the Mergers and the related Transactions are advisable and in the best interests of Merger Sub; approved, adopted a resolution and declared advisable this Agreement and the Transactions (including the Merger); and resolved to recommend the foregoing effectapproval of the Transactions (including the Merger) by the Acquiror, in the Acquiror’s capacity as the sole stockholder of Merger Sub. Except for receipt of the affirmative vote approval of the Acquiror Matters by at least a majority of the total votes cast on by the FSIC Matters holders of Acquiror Common Stock at a duly held meeting the Acquiror Stockholders Meeting, as determined in accordance with applicable Law and the rules and guidance of such stockholders NASDAQ (the “FSIC Acquiror Requisite Vote”), and the approval of the Transactions by the Acquiror, as the sole stockholder of Merger Sub (which approval shall occur promptly following the execution of this Agreement), the Mergers and the other Transactions have been authorized by all necessary corporate actionaction on the part of the Acquiror and Merger Sub. This Agreement has been duly and validly executed and delivered by FSIC the Acquiror and Merger Sub and, except for receipt of the Acquiror Requisite Vote and the approval of the Transactions by the Acquiror, as the sole stockholder of Merger Sub (and assuming due authorization, execution and delivery by CCT) the Company and the Acquiror Adviser), this Agreement constitutes the valid and binding obligation of each of FSIC the Acquiror and Merger Sub, enforceable against each of FSIC the Acquiror and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Enforceability Exception). (b) Neither the execution and delivery of this Agreement by FSIC or the Acquiror and Merger Sub, nor the consummation by FSIC the Acquiror or Merger Sub of the Transactions, nor the performance of this Agreement by FSIC or the Acquiror and Merger Sub, will (i) violate any provision of the FSIC Acquiror Charter, FSIC the Acquiror Bylaws or the articles of incorporation or bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC the Acquiror or any of its Consolidated Subsidiaries or (B) except as Previously Disclosed, violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC the Acquiror or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC the Acquiror or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC the Acquiror and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Each of FSIC and Merger Sub Target has all requisite full corporate power and authority to execute and deliver this Agreement and, subject in the case of (i) the consummation of the Merger to the receipt of the Requisite Target Vote and (ii) the adoption and approval of the Bank Merger Agreement by Target as the sole shareholder of Target Bank (which Target shall effect promptly after the date hereof), to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards board of Directors directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubTarget. The Board board of Directors directors of FSIC, including all of the Independent Directors of FSIC, has unanimously Target determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters Target and its shareholders and has directed that this Agreement and the FSIC Matters transactions contemplated hereby be submitted to FSICTarget’s stockholders shareholders for approval at a duly held meeting of such stockholders (shareholders and, except for the “FSIC Stockholders Meeting”) approval of this Agreement and has adopted a resolution to the foregoing effect. Except for receipt of transactions contemplated hereby by the affirmative vote of the holders of a majority of the votes cast on outstanding shares of Target Common Stock entitled to vote at the FSIC Matters at a duly held meeting of such stockholders Target Shareholders’ Meeting (the “FSIC Requisite Target Vote”), the Merger ) and the adoption and approval of the Bank Merger Agreement by Target as the sole shareholder of Target Bank, no other Transactions have been authorized by all corporate proceedings on the part of Target or Target Bank are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Target and (assuming due authorization, execution and delivery by CCTParent and Merger Sub) constitutes the a valid and binding obligation of each of FSIC and Merger SubTarget, enforceable against each of FSIC and Merger Sub Target in accordance with its terms (except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (b) Neither Subject to the receipt of the Requisite Target Vote, neither the execution and delivery of this Agreement by FSIC or Merger SubTarget, nor the consummation by FSIC Target or Merger Sub any of its Subsidiaries, as applicable, of the Transactionstransactions contemplated hereby (including the Mergers and the Bank Merger), nor performance compliance by Target or any of this Agreement by FSIC its Subsidiaries with any of the terms or Merger Subprovisions hereof or any of the terms and provisions of any agreement contemplated hereby, will (i) violate any provision of the FSIC Charter, FSIC Bylaws Target Articles or the bylaws of Target or charter the organizational documents of Merger Sub any of its Subsidiaries, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or or made, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Target or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Target or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Target or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound exceptor affected, with respect to except in the case of clause (ii)(B)ii) above for such violations, any such violationconflicts, conflictbreaches, breachlosses, lossdefaults, defaultterminations, terminationcancellations, cancellationaccelerations, acceleration, consent, approval or creation that Liens which would not, either individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Target.

Authority; No Violation. (a) Each of FSIC and Merger Sub First Foundation has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The This Agreement, and the execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved and declared advisable by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubFirst Foundation. The Board of Directors of FSICFirst Foundation has determined, by the unanimous vote of directors present at the applicable meeting, that the transactions contemplated hereby (including all of the Independent Directors of FSIC, has unanimously determined that this Agreement Merger and the Bank Merger), on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsFirst Foundation and its stockholders, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger and the Bank Merger), has directed that the FSIC Matters this Agreement be submitted to FSICFirst Foundation’s stockholders for approval adoption at a duly held meeting of such stockholders, has recommended that the First Foundation stockholders (the “FSIC Stockholders Meeting”) adopt this Agreement, and has adopted a resolution to the foregoing effect. Except for receipt (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes cast on shares of outstanding First Foundation Common Stock entitled to vote thereon, and (ii) the FSIC Matters at approval of the FirstSun Articles Amendment, by the affirmative vote of the holders of a duly held meeting majority of such stockholders the outstanding shares of First Foundation Common Stock entitled to vote thereon ((i) and (ii) collectively, the “FSIC Requisite First Foundation Vote”), the Merger and the approval of the Bank Merger Agreement by First Foundation as First Foundation Bank’s sole stockholder, no other Transactions have been authorized corporate proceedings on the part of First Foundation are necessary to approve this Agreement or to consummate the transactions contemplated hereby (other than the submission to the stockholders of First Foundation of an advisory (non-binding) vote on the compensation that may be paid or become payable to First Foundation’s named executive officers that is based on or otherwise related to the transactions contemplated by all necessary corporate actionthis Agreement). This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub First Foundation and (assuming due authorization, execution and delivery by CCTFirstSun) constitutes the a valid and binding obligation of each of FSIC and Merger SubFirst Foundation, enforceable against each of FSIC and Merger Sub First Foundation in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, First Foundation nor the consummation by FSIC or Merger Sub First Foundation of the Transactionstransactions contemplated hereby (including the Merger and the Bank Merger), nor performance compliance by First Foundation with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC CharterFirst Foundation Articles, FSIC the First Foundation Bylaws or the bylaws or charter organizational documents of Merger Sub any First Foundation Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC First Foundation or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) except as disclosed on Section 3.3(b) of the First Foundation Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC First Foundation or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC First Foundation or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations that, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on First Foundation.

Authority; No Violation. (a) Each of FSIC Purchaser and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly duly, validly and validly unanimously adopted and approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSICPurchaser, including all and the Board of the Independent Directors of FSIC, Purchaser has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSICPurchaser and its shareholders, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that this Agreement and the FSIC Matters transactions contemplated hereby be submitted to FSICPurchaser’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement and the transactions contemplated hereby with respect to the issuance of Purchaser Common Stock in connection with the Merger pursuant to NASDAQ Listing Rule 5635 by the affirmative vote of a majority of the total votes cast on the FSIC Matters at a duly held meeting of such stockholders in favor thereof (the “FSIC Requisite VotePurchaser Shareholder Approval”), no other corporate proceedings on the Merger and part of Purchaser are necessary to approve this Agreement or to consummate the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Purchaser and (assuming due authorization, execution and delivery by CCTCompany) constitutes the valid and binding obligation of each of FSIC and Merger SubPurchaser, enforceable against each of FSIC and Merger Sub Purchaser in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubAgreement, nor the consummation by FSIC or Merger Sub Purchaser and Sub, as applicable, of the Transactionstransactions contemplated hereby, nor performance compliance with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) violate any provision of the FSIC Charterarticles of incorporation or bylaws of Purchaser, FSIC Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC Purchaser, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Purchaser or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement, by-law or other instrument or obligation to which FSIC Purchaser or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(Bii), for any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval acceleration or creation that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Purchaser.

Authority; No Violation. (a) Each of FSIC and Merger Sub Partners has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger and the Bank Mergers) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubPartners. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Partners has unanimously (i) determined that this Agreement and the transactions contemplated hereby, on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable advisable, fair to and in the best interests of FSICPartners and its shareholders, determined that (ii) adopted, approved and declared advisable this Agreement and the interests of FSIC’s existing stockholders will not be diluted as a result of transactions contemplated hereby (including the TransactionsMerger), has approved the FSIC Matters and (iii) has directed that this Agreement and the FSIC Matters transactions contemplated hereby be submitted to FSIC’s stockholders Partners’ shareholders for approval at a duly held called and convened meeting of such stockholders shareholders, (iv) has recommended that the “FSIC Stockholders Meeting”shareholders of Partners approve this Agreement and the transactions contemplated hereby and (v) and has adopted a resolution approved resolutions to the foregoing effect. Except for receipt (i) the approval of this Agreement by the affirmative vote of a majority the holders of at least two-thirds of all of the votes entitled to be cast on at the FSIC Matters at a duly held meeting Partners Meeting by the holders of such stockholders shares entitled to vote thereon (the “FSIC Requisite Partners Vote”), (ii) the authorization of the execution of the Bank Merger Agreements by the Boards of Directors of TBOD and VPB, as applicable, and the approval of the Bank Merger Agreements by Partners as the sole shareholder of TBOD and VPB and (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to Partners’ named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other Transactions have been authorized by all corporate proceedings on the part of Partners are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Partners and (assuming due authorization, execution and delivery by CCTLINK) constitutes the a valid and binding obligation of each of FSIC and Merger SubPartners, enforceable against each of FSIC and Merger Sub Partners in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, Partners nor the consummation by FSIC or Merger Sub Partners of the Transactionstransactions contemplated hereby (including the Merger and the Bank Mergers), nor performance compliance by Partners with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws Partners Certificate or the bylaws or charter of Merger Sub Partners Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Partners or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) except as set forth in Section 3.3(b)(ii)(y) of the Partners Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Partners or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Partners or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Partners. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. Partners, as the sole shareholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be material to FSIC limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. Partners, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its Consolidated Subsidiaries, taken terms (except in all cases as a whole. Section 4.3(b) of may be limited by the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerEnforceability Exceptions).

Authority; No Violation. (a) Each of FSIC and Merger Sub AirTran has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to the AirTran Stockholder Approval, to consummate the Transactionstransactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby and the performance of the obligations hereunder by AirTran have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of AirTran (the Independent Directors of FSIC, “AirTran Board”). The AirTran Board has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions transactions contemplated hereby are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsAirTran and its stockholders, has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the FSIC Matters adoption of this Agreement and the consummation of the transactions contemplated hereby, including the Merger (the “Recommendation”), and has directed that the FSIC Matters this Agreement be submitted to FSIC’s its stockholders for approval adoption at a duly held meeting of such stockholders for such purpose (the “FSIC AirTran Stockholders Meeting”) and has adopted a resolution to the foregoing effect). Except for receipt the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes cast on voting power of AirTran, which will be obtained if this Agreement is adopted by a majority of the FSIC Matters outstanding shares of AirTran Common Stock entitled to vote at a duly held meeting of such stockholders the AirTran Stockholders Meeting (the “FSIC Requisite VoteAirTran Stockholder Approval”), no other corporate proceedings on the part of AirTran or any other vote by the holders of any class or series of AirTran Capital Stock is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the Articles of Merger and with the other Transactions have been authorized by all necessary corporate actionNevada Secretary of State). This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub AirTran and (assuming due authorization, execution execution, and delivery by CCTthe other parties hereto) constitutes the valid and binding obligation of each of FSIC and Merger SubAirTran, enforceable against each of FSIC and Merger Sub AirTran in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization, or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (b) Neither the execution The execution, delivery, and delivery performance by AirTran of this Agreement by FSIC or Merger Sub, nor and the consummation by FSIC or Merger Sub AirTran of the Transactionstransactions contemplated hereby do not and will not violate or conflict with, nor performance result in the breach of this Agreement by FSIC any of the terms, conditions, or Merger Subprovisions of, will constitute a default under, create in any party the right to terminate, enforce, or modify, accelerate payment, or create or impose an Encumbrance pursuant to, or require a filing, consent, or waiver under, (i) violate any provision assuming (solely in the case of the FSIC CharterMerger) that the AirTran Stockholder Approval is obtained, FSIC the AirTran Charter or AirTran Bylaws or the bylaws or charter any organizational documents of Merger Sub any AirTran Subsidiary (each as amended to date) or (ii) assuming that the consents, approvals approvals, and filings referred to in clauses (a) through (i) of Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC or any of its Consolidated Subsidiaries or (B) violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.and/or

Authority; No Violation. (a) Each of FSIC and Merger Sub TCG has all the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubTCG. The Board of Directors of FSICTCG has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, TCG and its stockholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSIC’s TCG's stockholders for approval adoption at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes cast outstanding shares of TCG Common Stock (the "Requisite TCG Vote") and the adoption and approval of the Bank Merger Agreement by TCG as the sole stockholder of ▇▇▇▇ ▇▇▇▇▇▇ Bank, no other corporate proceedings on the FSIC Matters at a duly held meeting part of such stockholders (TCG or any TCG Subsidiary are necessary to approve this Agreement or to consummate the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub TCG and (assuming due authorization, execution and delivery by CCTMB) constitutes the a valid and binding obligation of each of FSIC and Merger SubTCG, enforceable against each of FSIC and Merger Sub TCG in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, TCG nor the consummation by FSIC TCG or Merger Sub any TCG Subsidiary of the Transactionstransactions contemplated hereby, nor performance compliance by TCG or any TCG Subsidiary with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC CharterTCG Certificate, FSIC Bylaws the TCG Bylaws, or the bylaws organization or charter governing documents of Merger Sub any TCG Subsidiary (assuming the execution and delivery by MB and TCG of any supplemental indentures or other documents required pursuant to Section 6.15), or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC TCG, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC TCG or any of its Consolidated Subsidiaries (each a "TCG Default") under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC TCG or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)(B)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC have a Material Adverse Effect on TCG. (c) The Board of Directors of ▇▇▇▇ ▇▇▇▇▇▇ Bank has adopted the Bank Merger Agreement, TCG, as the sole stockholder of ▇▇▇▇ ▇▇▇▇▇▇ Bank, shall promptly hereafter approve the Bank Merger Agreement, and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerBank Merger Agreement has been duly executed by ▇▇▇▇ ▇▇▇▇▇▇ Bank.

Authority; No Violation. (a) Each of FSIC and Merger Sub HopFed has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubHopFed. The Board of Directors of FSICHopFed has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, HopFed and its shareholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICHopFed’s stockholders shareholders for approval adoption at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes cast on the FSIC Matters at a duly held meeting outstanding shares of such stockholders HopFed Common Stock (the “FSIC Requisite HopFed Vote”), the Merger and the adoption and approval of the Bank Merger Agreement by Heritage Bank and HopFed as its sole shareholder, no other Transactions have been authorized by all corporate proceedings on the part of HopFed are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub HopFed and (assuming due authorization, execution and delivery by CCTFirst Financial) constitutes the a valid and binding obligation of each of FSIC and Merger SubHopFed, enforceable against each of FSIC and Merger Sub HopFed in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither Except as set forth on Section 3.3(b) of the HopFed Disclosure Schedule, neither the execution and delivery of this Agreement by FSIC or Merger Sub, HopFed nor the consummation by FSIC or Merger Sub HopFed of the Transactionstransactions contemplated hereby, including the Bank Merger, nor performance compliance by HopFed with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws HopFed Articles or the bylaws or charter of Merger Sub HopFed Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC HopFed or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, require any notice or consent under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC HopFed or any of its Consolidated Subsidiaries underSubsidiaries, under any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC HopFed or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)(B)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiarieshave a Material Adverse Effect on HopFed. (c) Heritage Bank will have, taken as a whole. Section 4.3(b) within five days of the FSIC Disclosure Schedule sets forthdate of this Agreement, to FSIC’s knowledgeadopt the Bank Merger Agreement, any material consent fees payable to a third party in connection with HopFed, as the Mergersole shareholder of Heritage Bank, shall, promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Heritage Bank.

Authority; No Violation. (a) Each of FSIC and Merger Sub United has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of United (the Independent Directors of FSIC, “United Board”). The United Board has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions transactions contemplated hereby are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsUnited and its stockholders, has approved and declared advisable this Agreement and the FSIC Matters Restated Charter, recommended that its stockholders vote in favor of the adoption of the Restated Charter and approval of the issuance by United of United Common Stock as Merger Consideration (the “Share Issuance”) and has directed that the FSIC Matters Restated Charter and the Share Issuance be submitted to FSICUnited’s stockholders for approval a vote at a duly held meeting of such stockholders for such purposes (the “FSIC United Stockholders Meeting”) and has adopted a resolution to the foregoing effect). Except (i) solely in the case of the Restated Charter, for receipt the adoption of the Restated Charter by the affirmative vote of the holders of a majority of the votes cast outstanding shares of United Common Stock, Class Pilot MEC Preferred Stock and Class IAM Preferred Stock, voting together as a single class, entitled to vote on the FSIC Matters at a duly held meeting of such stockholders adoption (the “FSIC Requisite VoteUnited Charter Stockholder Approval”), (ii) solely in the case of the Share Issuance, for approval of the Share Issuance by the affirmative vote of the holders of a majority of the shares of United Common Stock, Class Pilot MEC Preferred Stock and Class IAM Preferred Stock, represented in person or by proxy at the United Stockholders Meeting, voting together as a single class, as required by Rule 5635(a) of the NASDAQ Manual (the “United Share Issuance Stockholder Approval,” and, together with the United Charter Stockholder Approval, the “United Stockholder Approvals”) and (iii) solely in the case of the Merger, for the adoption of this Agreement by United as the sole stockholder of Merger Sub, no other corporate proceedings on the part of United or any other vote by the holders of any class or series of United Capital Stock are necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents and the other Transactions have been authorized Restated Charter as required by all necessary corporate actionthe Delaware Law). This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub United and (assuming due authorization, execution and delivery by CCTthe other parties hereto) constitutes the valid and binding obligation of each of FSIC and Merger SubUnited, enforceable against each of FSIC and Merger Sub United in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). Without limiting the generality of the foregoing, at the Effective Time, the United Board shall have adopted a resolution that the Continental Directors who are elected to the United Board at the Effective Time in accordance with Section 6.11(c) will be deemed to be “continuing directors” of United. (b) Neither the execution and delivery of this Agreement by FSIC or United and Merger Sub, Sub nor the consummation by FSIC or United and Merger Sub of the Transactionstransactions contemplated hereby, nor performance compliance by United and Merger Sub with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) assuming (solely in the case of the Restated Charter and the Share Issuance) that the United Stockholder Approvals are obtained, violate any provision of the FSIC Charter, FSIC United Charter or the United Bylaws or result in a Prohibited Transfer (as defined in the bylaws or charter Restated Certificate of Merger Sub Incorporation of United, as in effect immediately prior to the Effective Time) or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or made, (A) violate any Law order, injunction or Order decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or, assuming (solely in the case of the Restated Charter and Share Issuance) that the United Stockholder Approvals are obtained, any statute, code, ordinance, rule, regulation, judgment, order, writ or decree applicable to FSIC United, any of the United Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC United or any of its Consolidated the United Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, United License, license, lease, agreement or other instrument or obligation to which FSIC United or any of its Consolidated the United Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound or affected, except, with respect to in the case of clause (ii)(Bii), any for such violationviolations, conflictconflicts, breachbreaches, lossdefaults, defaultterminations, terminationrights of termination or cancelation, cancellation, acceleration, consent, approval accelerations or creation Liens that would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect on United. Without limiting the generality of the foregoing, as of the date of this Agreement, United is not a party to, or subject to, any standstill agreement or similar agreement that restricts any Person from engaging in negotiations or discussions with United or from acquiring, or making any tender offer or exchange offer for, any equity securities issued by United or any United Voting Debt. (c) Merger Sub has full corporate or other requisite power and authority to FSIC 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 Merger Sub. The Board of Directors of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub and its Consolidated Subsidiariessole stockholder, taken as a whole. Section 4.3(b) has approved this Agreement, recommended that its sole stockholder vote in favor of the FSIC Disclosure Schedule sets forthadoption of this Agreement and directed that this Agreement be submitted to its sole stockholder for adoption. Except, to FSIC’s knowledge, any material consent fees payable to a third party solely in connection with the case of the Merger, for the adoption of this Agreement by United as the sole stockholder of Merger Sub, no other corporate proceeding on the part of Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by the other parties hereto) constitutes the valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies).

Authority; No Violation. (a) Each of FSIC and Merger Sub MMLC II has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSIC, including all MMLC II Board (acting upon the recommendation of the Independent Directors of FSIC, and Merger SubMMLC II Special Committee). The MMLC II Board of Directors of FSIC, including all (acting upon the recommendation of the Independent Directors of FSIC, MMLC II Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the Mergers Merger and the related Transactions are advisable and in the best interests of FSICMMLC II and its existing stockholders and (B) as of the Determination Date, determined that the interests of FSICMMLC II’s existing stockholders will not be diluted (as provided under Rule 17a-8 promulgated under the Investment Company Act) as a result of the Transactions, has (ii) approved this Agreement and the FSIC Matters and has Transactions, (iii) directed that the FSIC Matters this Agreement be submitted to FSICMMLC II’s stockholders for approval adoption at a duly held meeting of such stockholders (the “FSIC MMLC II Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of MMLC II adopt this Agreement (such recommendation, the “MMLC II Board Recommendation”). Except for receipt of the affirmative vote of the holders of a majority of the votes cast on the FSIC Matters all outstanding shares of MMLC II Common Stock entitled to vote to adopt this Agreement at a duly held meeting of such MMLC II stockholders (the “FSIC MMLC II Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actionaction on the part of MMLC II. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub MMLC II and (assuming due authorization, execution and delivery by CCTGSCR, and Adviser) constitutes the valid and binding obligation of each of FSIC and Merger SubMMLC II, enforceable against each of FSIC and Merger Sub MMLC II in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubMMLC II, nor the consummation by FSIC or Merger Sub MMLC II of the Transactions, nor performance of this Agreement by FSIC or Merger SubMMLC II, will (i) violate any provision of the FSIC Charter, FSIC Bylaws MMLC II Charter or the bylaws or charter of Merger Sub MMLC II Bylaws, or (ii) assuming that the consents, approvals approvals, filings and filings registrations referred to in Section 4.3(a3.3(a) and Section 4.4 3.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC MMLC II or any of its Consolidated Subsidiaries Subsidiary or (B) except as set forth on Section 3.3(b) of the MMLC II Disclosure Schedule, violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC MMLC II or any of its Consolidated Subsidiaries Subsidiary under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC MMLC II or any of its Consolidated Subsidiaries Subsidiary is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC MMLC II and its Consolidated SubsidiariesSubsidiary, taken as a whole. Section 4.3(b3.3(b) of the FSIC MMLC II Disclosure Schedule sets forth, to FSICMMLC II’s knowledge, any material consent fees payable by MMLC II or its Consolidated Subsidiary to a third party in connection with the Merger.

Authority; No Violation. (a) Each of FSIC and Merger Sub Susquehanna has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubSusquehanna. The Board of Directors of FSICSusquehanna has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, Susquehanna and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICSusquehanna’s stockholders shareholders for approval adoption at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the adoption of this Agreement by the affirmative vote of a majority the holders of sixty-six and two-thirds percent (66 2/3%) of the votes which all Susquehanna shareholders are entitled to cast on the FSIC Matters at a duly held meeting of such stockholders matter (the “FSIC Requisite Susquehanna Vote”), the Merger and the adoption and approval of the Bank Merger Agreement by the board of directors of Susquehanna Bank and Susquehanna as its sole shareholder, no other Transactions have been authorized by all corporate proceedings on the part of Susquehanna are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Susquehanna and (assuming due authorization, execution and delivery by CCTParent) constitutes the a valid and binding obligation of each of FSIC and Merger SubSusquehanna, enforceable against each of FSIC and Merger Sub Susquehanna in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the Bankruptcy rights of creditors generally and Equity Exceptionsubject to general principles of equity (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, Susquehanna nor the consummation by FSIC or Merger Sub Susquehanna of the Transactionstransactions contemplated hereby, nor performance compliance by Susquehanna with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws Susquehanna Articles or the bylaws or charter of Merger Sub Susquehanna Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or made, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Susquehanna or any of its Consolidated Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Susquehanna or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Susquehanna or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)(B)ii) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations which, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected likely to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Susquehanna.

Authority; No Violation. (a) Each of FSIC and Merger Sub SIC has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of each of FSICSIC Board. The SIC Board has determined that the Merger, including all this Agreement, the issuance of the Independent Directors of FSIC, Merger Shares and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that other transactions contemplated by this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsSIC and its stockholders, has approved the FSIC SIC Matters and has directed that the FSIC SIC Matters be submitted to FSICthe SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “FSIC Stockholders MeetingSIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for receipt the approval and adoption of the SIC Matters by the affirmative vote of the holders of a majority of the votes cast on the FSIC Matters at a duly held meeting outstanding shares of such stockholders SIC Common Stock (the “FSIC Requisite VoteSIC Stockholder Approval”)) at the SIC Stockholder Meeting, no other corporate proceedings on the part of SIC are necessary to approve the Merger, this Agreement, the issuance of the Merger and Shares or the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub SIC and (assuming due authorization, execution and delivery by CCTMCC) constitutes the valid and binding obligation of each of FSIC and Merger SubSIC, enforceable against each of FSIC and Merger Sub SIC in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, SIC nor the consummation by FSIC or Merger Sub SIC of the Transactionstransactions contemplated hereby, nor performance compliance by SIC with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) violate any provision of the FSIC CharterSIC Charter or SIC Bylaws, FSIC Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 5.4 are duly obtained and/or made, (A) violate any Applicable Law or Order applicable to FSIC SIC or any of its Consolidated Subsidiaries Subsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC SIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which FSIC SIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (ii)(Bthe “SIC Contracts”), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Each of FSIC Columbia and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Mergers, the Bank Merger and the Columbia Articles Amendment) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, Columbia and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Columbia has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions other transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters Columbia and its shareholders and has directed that the FSIC Matters Columbia Articles Amendment and the issuance of the shares of Columbia Common Stock constituting the Merger Consideration pursuant to this Agreement (the “Columbia Share Issuance”) be submitted to FSICColumbia’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Mergers and the other transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. Columbia, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby by written consent. Except for receipt (i) the approval of the Columbia Share Issuance by the affirmative vote of a majority of the votes cast on by holders of shares of Columbia Common Stock at the FSIC Matters at Columbia Meeting, (ii) the approval of the Columbia Articles Amendment by the holders of a duly held meeting majority of such stockholders the outstanding shares of Columbia Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, the “FSIC Requisite Columbia Vote”), (iii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Columbia Bank and the approval of the Bank Merger Agreement by Columbia as Columbia Bank’s sole shareholder and (iv) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of Columbia or Merger Sub are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC each of Columbia and Merger Sub and (assuming due authorization, execution and delivery by CCTUmpqua) constitutes the a valid and binding obligation of each of FSIC Columbia and Merger Sub, enforceable against each of FSIC Columbia and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of Columbia Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite Columbia Vote), when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of Columbia will have any preemptive right or similar rights in respect thereof. (b) Neither the execution and delivery of this Agreement by FSIC Columbia or Merger Sub, nor the consummation by FSIC Columbia or Merger Sub of the Transactionstransactions contemplated hereby, including the Mergers and the Bank Merger, nor performance of this Agreement compliance by FSIC Columbia or Merger SubSub with any of the terms or provisions hereof, will (i) violate any provision of the FSIC CharterColumbia Articles, FSIC Columbia Bylaws or the bylaws or charter of Merger Sub Articles or the Merger Sub Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any Law law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Columbia, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Columbia or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Columbia or any of its Consolidated Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, lossterminations, defaultcancellations, terminationaccelerations or creations which, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Columbia.

Authority; No Violation. (a) Each of FSIC and Merger Sub ▇▇▇ ▇▇ has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSICOTF II Board, including including, after separate meetings and discussion, all of the Independent Directors of FSIC, and Merger SubOTF II. The OTF II Board of Directors of FSIC, including all (on the recommendation of the Independent Directors of FSIC, OTF II Special Committee) has unanimously (i) determined that (A) this Agreement Agreement, the Merger and the terms of the Mergers and the related other Transactions are advisable and in the best interests of FSIC, determined that OTF II and (B) the interests of FSICOTF II’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, has (ii) approved and declared advisable the FSIC Matters and has OTF II Matters, (iii) directed that the FSIC OTF II Matters be submitted to FSICOTF II’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC OTF II Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of OTF II adopt and approve the OTF II Matters (such recommendation, the “OTF II Board Recommendation”). Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the FSIC OTF II Matters by the holders of outstanding shares of OTF II Common Stock at a duly held meeting of such OTF II stockholders (the “FSIC OTF II Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actionaction on the part of OTF II. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub OTF II and (assuming due authorization, execution and delivery by CCTOTF, Merger Sub and the Advisers) constitutes the valid and binding obligation of each of FSIC and Merger SubOTF II, enforceable against each of FSIC and Merger Sub OTF II in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubOTF II, nor the consummation by FSIC or Merger Sub OTF II of the Transactions, nor performance of this Agreement by FSIC or Merger SubOTF II, will (i) violate any provision of the FSIC Charter, FSIC Bylaws OTF II Charter or the bylaws or charter of Merger Sub OTF II Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a3.03(a) and Section 4.4 3.04 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC OTF II or any of its Consolidated Subsidiaries or (B) except as set forth on Section 3.03(b) of the OTF II Disclosure Schedule, or in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC OTF II or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC OTF II or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect with respect to FSIC and its Consolidated Subsidiaries, taken as a wholeOTF II. Section 4.3(b3.03(b) of the FSIC OTF II Disclosure Schedule sets forth, to FSICOTF II’s knowledgeKnowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Each of FSIC SIC and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Transactionstransactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the approval and adoption of this Agreement by the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement). The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of each of FSICSIC Board, including all acting upon recommendation of the Independent Directors of FSICSIC Special Committee, and the Merger SubSub Board. The Merger Sub Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously (i) determined that this Agreement and the terms transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and SIC, as the sole stockholder of Merger Sub, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to SIC, as the sole stockholder of Merger Sub, for its adoption, and (iv) recommended that SIC, as the sole stockholder of Merger Sub, approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the Mergers SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of the Merger Shares and the related Transactions other transactions contemplated by this Agreement are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsSIC and its stockholders, has approved the FSIC SIC Matters and has directed that the FSIC SIC Matters be submitted to FSICthe SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “FSIC Stockholders MeetingSIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for receipt the approval and adoption of the SIC Matters at the SIC Stockholder Meeting (i) with respect to the Merger, the Amended and Restated Charter, and any other matters required to be approved or adopted by the stockholders of SIC in order to effect the Merger, the related issuance of the Merger Shares, and the other transactions contemplated by this Agreement (other than the Charter Amendment), by the affirmative vote of the holders of a majority of the votes cast on outstanding shares of SIC Common Stock and (ii) with respect to the FSIC Matters Charter Amendment by the affirmative vote of the holders of at a duly held meeting least two-thirds (⅔) of such stockholders the outstanding shares of SIC Common Stock (collectively, the foregoing (i) and (ii), the “FSIC Requisite VoteSIC Stockholder Approval”), and the approval by SIC, in its capacity as the sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of SIC or Merger Sub are necessary to approve the Merger, this Agreement, the issuance of the Merger and Shares or the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC SIC and Merger Sub and (assuming due authorization, execution and delivery by CCTMDLY) constitutes the valid and binding obligation of each of FSIC SIC and Merger Sub, enforceable against each of FSIC SIC and Merger Sub Sub, as the case may be, in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC SIC or Merger Sub, Sub nor the consummation by FSIC SIC or Merger Sub of the Transactionstransactions contemplated hereby, nor performance compliance by SIC or Merger Sub with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) violate any provision of the FSIC SIC Charter, FSIC Bylaws or the bylaws or charter of SIC Bylaws, Merger Sub Certificate or Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 5.4 are duly obtained and/or made, (A) violate any Applicable Law or Order applicable to FSIC Merger Sub, SIC or any of its Consolidated Subsidiaries Subsidiaries, or any of their respective properties or assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Merger Sub, SIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which FSIC Merger Sub, SIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (ii)(Bthe “SIC Contracts”), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (ai) Each of FSIC and Merger Sub PWOD has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to shareholder approval and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Parent Merger and the Subsidiary Bank Mergers have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubPWOD Board. The PWOD Board has determined, subject to Section 6.06 of Directors this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of FSIC, including all of the Independent Directors of FSIC, PWOD and its shareholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICPWOD’s stockholders shareholders for approval (with the PWOD Board’s recommendation in favor of approval) at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders, and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement by the affirmative vote of holders of a majority of the all votes cast on the FSIC Matters at a duly held meeting of such stockholders shareholders called therefor (the “FSIC Requisite PWOD Vote”), the Merger and the adoption and approval of the Subsidiary Bank Merger Agreements by PWOD as sole shareholder of Luzerne Bank and Jersey Shore State Bank, respectively, no other Transactions have been authorized by all corporate proceedings on the part of PWOD are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub PWOD and (assuming due authorization, execution and delivery by CCTNWBI) constitutes the a valid and binding obligation of each of FSIC and Merger SubPWOD, enforceable against each of FSIC and Merger Sub PWOD in accordance with its terms (except in all cases as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (bii) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, PWOD nor the consummation by FSIC or Merger Sub PWOD of the Transactionstransactions contemplated hereby, including the Parent Merger and the Subsidiary Bank Merger, nor performance compliance by PWOD with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (iA) violate any provision of the FSIC Charter, FSIC PWOD Articles or PWOD Bylaws or the bylaws or charter of Merger Sub or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a5.01(d) and Section 4.4 are duly obtained and/or madeobtained, (A1) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC PWOD, or any PWOD Subsidiaries, or any of its Consolidated Subsidiaries their respective properties or assets, or (B2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consentor payments, approval or authorization ofrebates, or notice to or filing with any third-party with respect toreimbursements required under, or result in the creation of any Lien upon any of the respective properties or assets of FSIC PWOD or any of its Consolidated PWOD Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC PWOD or any of its Consolidated Subsidiaries PWOD Subsidiary is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)(B)2) above) for such violations, any such violationconflicts, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval breaches or creation that defaults which would not, either individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on PWOD.

Authority; No Violation. (a) Each of FSIC Purchaser and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly duly, validly and validly unanimously adopted and approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSICPurchaser and Merger Sub, including all and the Board of the Independent Directors of FSIC, Purchaser has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSICPurchaser and its shareholders, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that this Agreement and the FSIC Matters transactions contemplated hereby be submitted to FSICPurchaser’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement and the transactions contemplated hereby (including the issuance of Purchaser Common Stock in connection with the Merger) by the affirmative vote of a majority of all the votes cast on the FSIC Matters at issuance proposal, provided that a duly held meeting majority of such stockholders the outstanding shares of Purchaser Common Stock on the record date are cast on the issuance proposal (the “FSIC Requisite VotePurchaser Shareholder Approval”), no other corporate proceedings on the Merger and part of Purchaser are necessary to approve this Agreement or to consummate the other Transactions have transactions contemplated hereby. Neither Purchaser nor any of its Significant Subsidiaries has been authorized charged as an entity with a federal crime relating to financial services by all necessary corporate actionway of an indictment, filing of an information or a criminal complaint. This Agreement has been duly and validly executed and delivered by FSIC each of Purchaser and Merger Sub and (assuming due authorization, execution and delivery by CCTCompany) constitutes the valid and binding obligation of each of FSIC Purchaser and Merger Sub, enforceable against each of FSIC Purchaser and Merger Sub in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC or Merger SubAgreement, nor the consummation by FSIC or Purchaser and Merger Sub Sub, as applicable, of the Transactionstransactions contemplated hereby, nor performance compliance with any of the terms or provisions of this Agreement by FSIC or Merger SubAgreement, will (i) violate any provision of the FSIC Chartercertificate of incorporation or bylaws of Purchaser or Merger Sub, FSIC Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC Purchaser, any of its Subsidiaries or any of its Consolidated Subsidiaries their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Purchaser or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement, by-law or other instrument or obligation to which FSIC Purchaser or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(Bii), for any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval acceleration or creation that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Purchaser.

Authority; No Violation. (a) Each of FSIC HRZN and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and and, subject to any HRZN Requisite Vote, to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSICHRZN Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICHRZN, and the board of directors of Merger Sub. The Board of Directors of FSICHRZN Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICHRZN, has unanimously (i) determined that (A) this Agreement and the terms of the Mergers Merger and the related Transactions are advisable and in the best interests of FSIC, determined that HRZN and (B) the interests of FSICHRZN’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, has (ii) approved the FSIC Matters and has HRZN Matters, (iii) directed that the FSIC HRZN Matters be submitted to FSICHRZN’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC HRZN Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of HRZN adopt and approve the HRZN Matters (such recommendation, the “HRZN Board Recommendation”). Except for receipt of obtaining from HRZN’s stockholders the affirmative vote of a majority of HRZN Requisite Vote to approve the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”)HRZN Matters, the Merger and the other Transactions have been authorized by all necessary corporate actionaction on the part of HRZN. This Agreement has been duly and validly executed and delivered by FSIC HRZN and Merger ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by CCTMRCC, MRCC Advisor and HRZN Advisor) constitutes the valid and binding obligation of each of FSIC HRZN and Merger Sub, enforceable against each of FSIC HRZN and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC HRZN or Merger Sub, nor the consummation by FSIC HRZN or Merger Sub of the Transactions, nor performance of this Agreement by FSIC HRZN or Merger Sub, will (i) violate any provision of the FSIC HRZN Charter, FSIC HRZN Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC HRZN or any of its Consolidated Subsidiaries or (B) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC HRZN or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC HRZN or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC HRZN and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC HRZN Disclosure Schedule sets forth, to FSICHRZN’s knowledge, any material consent fees payable to a third party in connection with the MergerMergers.

Authority; No Violation. (a) Each of FSIC GBDC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSICGBDC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICGBDC, and the board of directors of Merger Sub. The Board of Directors of FSICGBDC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICGBDC, has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSICGBDC, determined that the interests of FSICGBDC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC GBDC Matters and has directed that the FSIC GBDC Matters be submitted to FSICGBDC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC GBDC Stockholders Meeting”) and has adopted a resolution resolutions to the foregoing effect. Except for receipt of (i) the affirmative vote of a majority of the votes cast on by the FSIC Matters holders of shares of GBDC Common Stock at a duly held meeting of such the GBDC stockholders to approve the issuance of the GBDC Common Stock comprising the Merger Consideration and (ii) the “FSIC Requisite Vote”)affirmative vote of the lesser of (A) 67% of the GBDC Common Stock present at a meeting of the stockholders of GBDC if the holders of more than 50% of the outstanding shares of GBDC Common Stock are present or represented by proxy or (B) more than 50% of the outstanding shares of GBDC Common Stock to approve the New Investment Advisory Agreement, the Merger and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC GBDC and Merger Sub and (assuming due authorization, execution and delivery by CCTGCIC) constitutes the valid and binding obligation of each of FSIC GBDC and Merger Sub, enforceable against each of FSIC GBDC and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception). (b) Neither the execution and delivery of this Agreement by FSIC GBDC or Merger Sub, nor the consummation by FSIC GBDC or Merger Sub of the Transactions, nor performance of this Agreement by FSIC GBDC or Merger Sub, will (i) violate any provision of the FSIC GBDC Charter, FSIC GBDC Bylaws or the bylaws or charter of Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any Law or Order applicable to FSIC GBDC or any of its Consolidated Subsidiaries or (B) violate, conflict with, result in a breach of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC GBDC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which FSIC GBDC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, individually or in the aggregate, reasonably be expected to be material to FSIC GBDC and its Consolidated Subsidiaries, taken as a whole. Section 4.3(b) of the FSIC GBDC Disclosure Schedule sets forth, to FSICGBDC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Each of FSIC and Merger Sub Seller has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubSeller. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Seller has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are advisable and conditions set forth in this Agreement, is in the best interests of FSIC, determined that the interests of FSIC’s existing Seller and its stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters Merger and the other transactions contemplated by this Agreement be submitted to FSICSeller’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt (i) the approval of Merger and the other transactions contemplated by this Agreement by the affirmative vote of the holders of a majority of the votes cast outstanding shares of Seller Common Stock entitled to vote on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized transactions contemplated by all this Agreement (the “Requisite Seller Vote”) and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Seller Bank and Seller as Seller Bank’s sole stockholder, no other corporate proceedings on the part of Seller are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Seller and (assuming due authorization, execution and delivery by CCTBuyer) constitutes the a valid and binding obligation of each of FSIC and Merger SubSeller, enforceable against each of FSIC and Merger Sub Seller in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) Neither the execution and delivery of this Agreement by FSIC or Merger Sub, Seller nor the consummation by FSIC or Merger Sub Seller of the Transactionstransactions contemplated hereby, including the Bank Merger, nor performance compliance by Seller with any of this Agreement by FSIC the terms or Merger Subprovisions hereof, will (i) violate any provision of the FSIC Charter, FSIC Bylaws Seller Articles or the bylaws or charter of Merger Sub Seller Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.3(a) and Section 4.4 3.4 are duly obtained and/or madeobtained, (A) violate any Law statute, code, ordinance, rule, regulation, judgment, order, writ, decree or Order injunction applicable to FSIC Seller or any of its Consolidated Seller Significant Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of FSIC Seller or any of its Consolidated Seller Significant Subsidiaries under, any of the terms, conditions or provisions of any Permitnote, Contract bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which FSIC Seller or any of its Consolidated Seller Significant Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)(B)in the case of clauses (A) and (B) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, loss, default, termination, cancellation, acceleration, consent, approval or creation that would not, either individually or in the aggregate, would not reasonably be expected to be material to FSIC and its Consolidated Subsidiaries, taken as have a whole. Section 4.3(b) of the FSIC Disclosure Schedule sets forth, to FSIC’s knowledge, any material consent fees payable to a third party in connection with the MergerMaterial Adverse Effect on Seller.