Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, validly and unanimously approved by the Parent Board. The Parent Board will, following receipt of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No other corporate proceedings on the part of Parent are necessary to approve this Agreement and to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereof. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company and Company Virginia Sub) constitutes the valid and binding obligations of Parent, enforceable against Parent 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 subject to general principles of equity).

Authority; No Violation. (ai) Parent The Company has 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 Transaction and the other transactions contemplated herebyClosing. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the Transaction Closing (including the Company Share Issuance) have been duly and validly approved by the board of directors of the Company (the “Board of Directors”), and the Board of Directors has 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 hereby have been dulythereby, validly on the terms and unanimously approved by subject to the Parent Board. The Parent Board willconditions set forth therein, following receipt and (C) the issuance of the necessary report shares of Voting Common Stock and Non-Voting Common Equivalent Stock and the 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 in the best interests of the expert designated by Company and its stockholders and has directed that such issuances of shares of Voting Common Stock and Non-Voting Common Equivalent Stock pursuant to this Agreement, the Commercial Registry relating Merger Agreement and each Other Investment Agreement be submitted to the fair value holders of Voting Common Stock for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (x) the approval of the assets to be accepted by Parent in Company Share Issuance, the Share Exchange and issuance of the auditor designated by the Commercial Registry relating Voting Common Stock pursuant to the abolishment Merger Agreement and the issuance of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) Voting Common Stock and will propose such Capital Increase at such Extraordinary General MeetingNon-Voting Common Equivalent Stock, including approval in accordance with Section 159.2 shares of Voting Common Stock or Non-Voting Common Equivalent Stock for which the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares Other Warrants may be exercised, pursuant to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require each Other Investment Agreement by the affirmative vote of the holders of a majority of votes cast by holders of shares of Voting Common Stock at the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares the Company’s stockholders at which a vote is taken with respect to such issuances (the “Requisite Stockholder Vote” and such meeting, if on first callthe “Company Stockholders Meeting”) and (y) any other approvals, a quorum of at least one-half adoptions, authorizations and consents of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter Company and its Subsidiaries necessary to consummate the Mergers set forth in Section 4.3(a) of the issued share capital is present or represented by proxy (providedMerger Agreement, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent the Company or any of its Subsidiaries are necessary to approve or adopt this Agreement and or for the Company to perform its obligations hereunder or consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofClosing. This Agreement has been duly and validly executed and delivered by Parent the Company and (assuming due authorization, execution and delivery by the Company and Company Virginia SubPurchaser) constitutes the a valid and binding obligations obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles the availability of equityequitable remedies (the “Enforceability Exceptions”)).

Authority; No Violation. (a) Parent Each of Capital One and Merger Sub has 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 Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby (including the Mergers) have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Capital One and Merger Sub. The Parent Board willof Directors of Capital One has unanimously determined that the transactions contemplated hereby (including the Mergers), following receipt of on the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent terms and conditions set forth in this Agreement, are advisable and in the Share Exchange best interests of Capital One and its stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that the issuance of the auditor designated by the Commercial Registry relating to the abolishment shares of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required One Common Stock in connection with the Share Exchange Merger (the “Capital IncreaseOne Share Issuance”) be submitted to Capital One’s stockholders for approval at a meeting of such stockholders and will propose such 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 Increase at such Extraordinary General MeetingOne, including as Merger Sub’s sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby by written consent. Except for (i) the approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Capital One Share Exchange, which approval shall require Issuance by the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented votes cast by proxy at a duly constituted meeting of the holders of Parent Ordinary Shares Capital One Common Stock at which meetingthe Capital One Meeting (the “Requisite Capital One Vote”), if on first call, a quorum of at least one-half (ii) the adoption and approval of the issued share capital is present or represented Bank Merger Agreement by proxy orCapital One as Capital One Bank’s sole stockholder, if on second call(iii) the adoption, a quorum approval and filing of at least one-quarter Certificates of Designation with respect to the issued share capital is present or represented by proxy New Capital One Preferred Stock with the Delaware Secretary, and (providediv) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent Capital One or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent each of Capital One and Merger Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubDiscover) constitutes the a valid and binding obligations obligation of Parenteach of Capital One and Merger Sub, enforceable against Parent each of Capital One and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Capital One Common Stock and New Capital One Preferred Stock to be issued in the Mergers have been validly authorized (subject to the receipt of the Requisite Capital One Vote), insolvencyand when issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Capital One will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Board of Directors of Parent (the "Parent Board"). The Parent Board will, following receipt of has determined that this Agreement and the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent transactions contemplated hereby are in the Share Exchange best interests of Parent and of the auditor designated by the Commercial Registry relating its stockholders, has resolved to the abolishment of the preemptive rights of recommend that holders of Parent Ordinary SharesCommon Stock vote in favor of the approval of this Agreement, call an Extraordinary General Meeting the Sponsor Stockholders Agreements and the transactions contemplated hereby and thereby and has directed that this Agreement and the Sponsor Stockholders Agreements be submitted to Parent's stockholders for approval at a duly held meeting of Parent to propose the Capital Increase required in connection with the Share Exchange such stockholders (the “Capital Increase”"Parent Stockholders Meeting"), and, except for (i) the approval of this Agreement, the Sponsor Stockholders Agreements and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require transactions contemplated hereby and thereby by the affirmative vote of stockholders of Parent having the holders of a majority of the Parent Ordinary Shares voting power present in person or represented by proxy at the Parent Stockholders Meeting or any adjournment or postponement thereof (assuming that the total vote cast on the proposal represents a duly constituted meeting majority in interest of holders all outstanding shares of Parent Ordinary Shares at which meetingCommon Stock entitled to vote) (the "Parent Stockholder Approval"), if on first call, a quorum and (ii) the adoption of at least one-half this Agreement and the approval of the issued share capital is present or represented Merger by proxy orParent as the sole stockholder of Merger Sub, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent or vote by the holders of any class or series of Parent Capital Stock are necessary to approve or adopt this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company and Company Virginia Subother parties hereto) constitutes the valid and binding obligations obligation of Parent, enforceable against Parent in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and subject to general principles the availability of equityequitable remedies).

Authority; No Violation. (a) Parent Xxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby (including the Merger, the Bank Merger and the Xxxxxxx Certificate Amendment) have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Xxxxxxx. The Parent Board willof Directors of Xxxxxxx has determined that the Merger, following receipt on the terms and conditions set forth in this Agreement, is in the best interests of Xxxxxxx and its stockholders and has directed that this Agreement and the necessary report transactions contemplated hereby be submitted to Xxxxxxx’x stockholders for adoption at a meeting of the expert designated by the Commercial Registry relating such stockholders and has adopted a resolution to the fair value foregoing effect. Except for (i) the adoption of the assets to be accepted this Agreement by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented outstanding shares of Xxxxxxx Common Stock entitled to vote on this Agreement, (ii) the adoption and approval of the Xxxxxxx Certificate Amendment by proxy at a duly constituted meeting the affirmative vote of the holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half majority of the issued share capital is present or represented by proxy oroutstanding shares of Xxxxxxx Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, if on second callthe “Requisite Xxxxxxx Vote”), (iii) the adoption, approval and filing of a quorum Certificate of at least one-quarter Designation with respect to the New Xxxxxxx Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the issued share capital is present or represented Bank Merger Agreement by proxy the Board of Directors of Xxxxxxx Bank and Xxxxxxx as Xxxxxxx Bank’s sole stockholder and (providedv) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent Xxxxxxx are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent Xxxxxxx and (assuming due authorization, execution and delivery by the Company and Company Virginia SubSterling) constitutes the a valid and binding obligations obligation of ParentXxxxxxx, enforceable against Parent Xxxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite Xxxxxxx Vote), insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Xxxxxxx will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Each Parent Party has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transaction and the other transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the Transaction Mergers have been duly and validly approved by the Board of Directors of Parent. The Board of Directors of Parent has (i) duly adopted resolutions pursuant to which it has determined that the consummation of the transactions contemplated by this Agreement (including the Mergers, the Bank Merger and the Parent Share Issuance), on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Parent and its stockholders (ii) adopted and approved this Agreement and the transactions contemplated by this Agreement (including the Mergers, the Bank Merger and the Parent Share Issuance), and the Parent Certificate Amendment, (iii) directed that (A) the Parent Certificate Amendment, and (B) the approval of the issuance of the (x) shares of Parent Common Stock constituting the Merger Consideration pursuant to this Agreement and (y) shares of Parent Common Stock in connection with the Equity Financing (such issuances, collectively, “Parent Share Issuance”) be submitted to the holders of Parent Common Stock for approval thereby and (iv) resolved to recommend that the holders of Parent Common Stock adopt the Parent Certificate Amendment and approve the Parent Share Issuance. The Board of Directors of Merger Sub duly adopted resolutions pursuant to which it has (i) determined that this Agreement, the Mergers and the other transactions contemplated hereby have been dulyby this Agreement, validly are advisable and unanimously approved in the best interest of Merger Sub and Parent, as its sole shareholder, (ii) adopted resolutions approving this Agreement and the transactions contemplated by this Agreement (including the Mergers), (iii) directed that this Agreement be submitted to Parent, as Merger Sub’s sole shareholder, for approval and (iv) resolved to recommend that Parent, as Xxxxxx Sub’s sole shareholder, approve this Agreement. Except for (i) the approval of the Parent Board. The Parent Board will, following receipt of the necessary report of the expert designated Share Issuance by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders outstanding shares of Parent Ordinary Shares at which meetingCommon Stock entitled to vote thereon, if on first call, a quorum of at least one-half (ii) the approval and adoption of the issued share capital is present or represented Parent Certificate Amendment by proxy or, if on second call, the affirmative vote of a quorum of at least one-quarter majority of the issued share capital is present or represented outstanding shares of Parent Common Stock entitled to vote thereon (collectively, the “Requisite Parent Vote”) (iii) the approval of this Agreement by proxy Parent as Merger Sub’s sole shareholder, and (provided, however, if, on second call, less than one-half iv) the approval and adoption of the issued share capital is present or represented Bank Merger Agreement by proxyParent as Parent Bank’s sole shareholder, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of any Parent Party are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofby this Agreement. This Agreement has been duly and validly executed and delivered by each Parent Party and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) constitutes the a valid and binding obligations obligation of Parenteach Parent Party, enforceable against each Parent Party in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized, insolvencyand when issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Parent Wxxxxxx has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby (including the Merger, the Bank Merger and the Wxxxxxx Certificate Amendment) have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Wxxxxxx. The Parent Board willof Directors of Wxxxxxx has determined that the Merger, following receipt on the terms and conditions set forth in this Agreement, is in the best interests of Wxxxxxx and its stockholders and has directed that this Agreement and the necessary report transactions contemplated hereby be submitted to Wxxxxxx’x stockholders for adoption at a meeting of the expert designated by the Commercial Registry relating such stockholders and has adopted a resolution to the fair value foregoing effect. Except for (i) the adoption of the assets to be accepted this Agreement by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented outstanding shares of Wxxxxxx Common Stock entitled to vote on this Agreement, (ii) the adoption and approval of the Wxxxxxx Certificate Amendment by proxy at a duly constituted meeting the affirmative vote of the holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half majority of the issued share capital is present or represented by proxy oroutstanding shares of Wxxxxxx Common Stock entitled to vote thereon (the foregoing clauses (i) and (ii) collectively, if on second callthe “Requisite Wxxxxxx Vote”), (iii) the adoption, approval and filing of a quorum Certificate of at least one-quarter Designation with respect to the New Wxxxxxx Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the issued share capital is present or represented Bank Merger Agreement by proxy the Board of Directors of Wxxxxxx Bank and Wxxxxxx as Wxxxxxx Bank’s sole stockholder and (providedv) the adoption of resolutions to give effect to the provisions of Section 6.12 in connection with the Closing, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent Wxxxxxx are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent Wxxxxxx and (assuming due authorization, execution and delivery by the Company and Company Virginia SubSterling) constitutes the a valid and binding obligations obligation of ParentWxxxxxx, enforceable against Parent Wxxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite Wxxxxxx Vote), insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Wxxxxxx will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Parent Each of GBDC and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby Transactions have been duly, duly and validly and unanimously approved by the Parent GBDC Board, including, after separate meetings and discussion, all of the Independent Directors of GBDC, and the board of directors of Merger Sub. The Parent Board willGBDC Board, following receipt including, after separate meetings and discussion, all of the necessary report Independent Directors of GBDC, has unanimously determined that this Agreement and the terms of the expert designated by Mergers and the Commercial Registry relating to related Transactions are advisable and in the fair value best interests of GBDC, determined that the interests of GBDC’s existing stockholders will not be diluted as a result of the assets Transactions, has approved the GBDC Matters and has directed that the GBDC Matters be submitted to be accepted by Parent in the Share Exchange and GBDC’s stockholders for approval at a duly held meeting of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange such stockholders (the “Capital IncreaseGBDC Stockholders Meeting”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 has adopted resolutions to the foregoing effect. Except for receipt of (i) the affirmative vote of a majority of the SCL of a resolution abolishing votes cast by the preemptive rights of holders of Parent Ordinary Shares shares of GBDC Common Stock at a meeting of the GBDC stockholders to subscribe for approve the Parent Ordinary Shares being issued in issuance of the Share Exchange, which approval shall require GBDC Common Stock comprising the Merger Consideration and (ii) the 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 a majority more than 50% of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting outstanding shares of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is GBDC Common Stock are present or represented by proxy or, if on second call, a quorum of at least one-quarter or (B) more than 50% of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half outstanding shares of GBDC Common Stock to approve the issued share capital is present or represented by proxyNew Investment Advisory Agreement, the matters being voted upon must be adopted Merger and the other Transactions have been authorized by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No other all necessary corporate proceedings on the part of Parent are necessary to approve this Agreement and to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofaction. This Agreement has been duly and validly executed and delivered by Parent GBDC and Merger Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubGCIC) constitutes the valid and binding obligations obligation of Parenteach of GBDC and Merger Sub, enforceable against Parent each of GBDC and 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 Bankruptcy and subject to general principles of equityEquity Exception).

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby Mergers have been duly, duly and validly and unanimously approved by the Parent BoardBoard and the board of directors of Merger Sub. The Parent Board willhas determined that the Mergers, following receipt of on the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent terms and conditions set forth in this Agreement, are in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders best interests of Parent Ordinary Sharesand its shareholders, call an Extraordinary General Meeting and has directed that the issuance of Parent to propose the Capital Increase required Common Stock in connection with the Share Exchange Merger be submitted to its shareholders for approval at a duly held meeting of such shareholders and has adopted resolutions to the 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 (i) the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders issuance of Parent Ordinary Shares Common Stock pursuant to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of this Agreement by a majority of the Parent Ordinary Shares present in person or represented votes cast by proxy at a duly constituted meeting of holders of outstanding Parent Ordinary Shares Common Stock at which meetingthe Parent Meeting (the “Requisite Parent Vote”), if on first call, a quorum of at least one-half (ii) the adoption and approval of the issued share capital is present or represented Bank Merger Agreement by proxy orthe board of directors of Parent Bank and Parent, if on second callas 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, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) constitutes the a valid and binding obligations obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). Subject to the receipt of the Requisite Parent Vote, insolvencythe shares of Parent Common Stock to be issued in the Merger have been validly authorized and, moratoriumwhen issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the approval of the Parent Share Issuance, by a majority of the votes cast by holders of outstanding Parent Common Stock at a meeting of the shareholders of Parent at which a quorum exists (the “Requisite Parent Vote”), to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction Merger have been duly and validly approved by each of the Parent Board and the other transactions contemplated hereby have been duly, validly and unanimously approved by the Parent Merger Sub Board. The Parent Board will, following receipt has declared it advisable to enter into this Agreement and determined that it is fair to and in the best interests of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting shareholders of Parent to propose enter into this Agreement and consummate the Capital Increase required Merger, on the terms and conditions set forth in this Agreement, and has directed that the Parent Share Issuance be submitted to its shareholders for approval at a duly held meeting of such shareholders and has adopted resolutions to the foregoing effect. The Merger Sub Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole stockholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole stockholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by written consent of the sole stockholder. Except for (i) the Requisite Parent Vote, (ii) the approval of this Agreement and the transactions contemplated hereby by the sole stockholder of Merger Sub and (iii) the adoption of resolutions by the Parent Board to give effect to the provisions of Section 6.8 in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General MeetingClosing, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of any of Parent or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) constitutes the a valid and binding obligations obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). Subject to the receipt of the Requisite Parent Vote, insolvencythe shares of Parent Common Stock to be issued in the Merger have been validly authorized and, moratoriumwhen issued, reorganization will be validly issued, fully paid and nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Parent United has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated herebyhereby and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Parent Board. The Parent Board will, following receipt of the necessary report Directors of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange United (the “Capital IncreaseUnited Board”). The United Board has determined that this Agreement and the transactions contemplated hereby are in the best interests of United and its stockholders, has approved and declared advisable this Agreement and the 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 will propose has directed that the Restated Charter and the Share Issuance be submitted to United’s stockholders for a vote at a duly held meeting of such Capital Increase at stockholders for such Extraordinary General purposes (the “United Stockholders Meeting, including approval ”). Except (i) solely in accordance with Section 159.2 the case of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe Restated Charter, for the Parent Ordinary Shares being issued in adoption of the Share Exchange, which approval shall require Restated Charter by the affirmative vote of the holders of a majority of the Parent Ordinary Shares present 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 such adoption (the “United 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 represented by proxy at the United Stockholders Meeting, voting together as a duly constituted meeting of holders of Parent Ordinary Shares at which meetingsingle class, if on first call, a quorum of at least one-half as required by Rule 5635(a) of the issued share capital is present or represented by proxy orNASDAQ Manual (the “United Share Issuance Stockholder Approval,” and, if on second calltogether with the United Charter Stockholder Approval, a quorum of at least one-quarter the “United Stockholder Approvals”) and (iii) solely in the case of the issued share capital is present or represented Merger, for the adoption of this Agreement by proxy (providedUnited as the sole stockholder of Merger Sub, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent 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 and or to consummate the transactions contemplated hereby other than (except for the resolution filing of the Parent Board executing appropriate merger documents and the Capital Increase, which resolution shall be adopted following receipt of Restated Charter as required by the Parent Shareholder Approval in accordance with Section 2.3 hereofDelaware Law). This Agreement has been duly and validly executed and delivered by Parent United and (assuming due authorization, execution and delivery by the Company and Company Virginia Subother parties hereto) constitutes the valid and binding obligations obligation of ParentUnited, enforceable against Parent United in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and subject the 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 general principles the United Board at the Effective Time in accordance with Section 6.11(c) will be deemed to be “continuing directors” of equity)United.

Authority; No Violation. (a) Parent The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Class A Common Stock and Company Class B Common Stock, voting together as one class, by written consent of the stockholders of the Company in lieu of a meeting or at a meeting (collectively, the “Requisite Company Vote”), to consummate the Transaction and the other transactions contemplated herebyMerger. The execution and delivery of this Agreement and the consummation of the Transaction Merger have been duly and validly approved by the Company Board. The Company Board has approved and declared advisable this Agreement and the other transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated hereby, including the Merger, on the terms and conditions set forth in this Agreement, are in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby have been duly, validly be submitted to the Company’s stockholders for adoption and unanimously approved has adopted a resolution making a recommendation to the foregoing effect. Except for the adoption of this Agreement by the Parent Board. The Parent Board willRequisite Company Vote, following receipt of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent the Company are necessary to approve this Agreement and or to consummate the Merger. As of the date hereof, the Stockholder holds 364,441,146 shares of the Company Class B Common Stock, which represent a majority of the outstanding shares of Company Class A Common Stock and Company Class B Common Stock, voting together as one class. The Company Board has approved, for purposes of Article X of the Company Charter, Parent becoming an “interested stockholder” within the meaning of such Article X by virtue of the execution, delivery and performance of the Voting and Support Agreement, such that, as of the date of this Agreement and at and as of the Effective Time, Article X of the Company Charter (including any successor thereto) will not be applicable to Parent or any “business combination” within the meaning of Article X of the Company Charter that may take place in connection with the transactions contemplated hereby other than by this Agreement and the resolution of Voting and Support Agreement, including the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofMerger. This Agreement has been duly and validly executed and delivered by Parent the Company and (assuming due authorization, execution and delivery by the Company each of Parent and Company Virginia Merger Sub) constitutes the a valid and binding obligations obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equityequity (the “Enforceability Exceptions”)).

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and and, subject to the Parent Stockholder Approval, to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, validly and unanimously approved by the Boards of Directors of Parent Boardand Merger Sub. The Board of Directors of Parent Board willhas determined unanimously, following receipt at a meeting duly called at which a quorum was present, that the Merger is advisable and in the best interests of Parent and its stockholders; has directed that the proposal to approve the issuance of Parent Common Stock in the Merger be submitted to Parent’s stockholders to obtain the Parent Stockholder Approval; has approved the execution, delivery and performance of this Agreement and recommended to the stockholders of Parent that such stockholders vote in favor of the necessary report approval of the expert designated by issuance of shares of Parent Common Stock comprising the Commercial Registry relating Stock Consideration Amount; and has adopted a resolution to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for foregoing effect. Other than the Parent Ordinary Shares being issued in the Share ExchangeStockholder Approval, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) constitutes the valid and binding obligations obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and 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 Bankruptcy and subject to general principles of equityEquity Exception).

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this Agreement, the Fee Letter, of even date herewith, between Parent and Subject Company (the "Parent Fee Letter," and together with the Subject Company Fee Letter, the "Fee Letters") pursuant to which Parent will in certain circumstances pay certain amounts to Subject Company, the Parent Option Agreement and the other documents contemplated to be executed and delivered by Parent in connection with the transactions contemplated hereby (this Agreement, together with the Parent Fee Letter, the Subject Company Option Agreement and such other documents, collectively, the "Parent Documents") and to consummate the Transaction and the other transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Parent Documents and the consummation of the Transaction and the other transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Parent. The Parent Board will, following receipt of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders Directors of Parent Ordinary Shares, call has directed that the issuance of Parent Common Stock pursuant hereto and an Extraordinary General Meeting amendment (the "Charter Amendment") to Parent's Certificate of Incorporation to (i) increase the number of authorized shares of Parent Common Stock to 500,000,000 and to increase the number of authorized shares of Parent Preferred Stock to 15,000,000 and (ii) to change the name of Parent to propose First Interstate Bancorp (collectively, the Capital Increase required in connection with "Parent Vote Matters") be submitted to Parent's stockholders for approval at a meeting of such stockholders and, except for the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require Charter Amendment by the affirmative vote of the holders of a majority of the outstanding shares of Parent Ordinary Shares present in person or represented Common Stock and the approval of the issuance of shares of Parent Common Stock pursuant hereto by proxy a majority of the shares of Parent Common Stock voting at a duly constituted the meeting of holders of Parent Ordinary Shares shareholders called for such purpose at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy orwas present, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent are necessary to approve this Agreement the Parent Documents and to consummate the transactions contemplated hereby other than the resolution and thereby. Each of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereof. This Agreement Documents has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company and Company Virginia SubSubject Company) this Agreement constitutes the a valid and binding obligations obligation of Parent, enforceable against Parent in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors' rights of creditors generally and subject to general principles of equity)remedies generally.

Authority; No Violation. (a) Parent Terra has full corporate power and authority to execute and deliver this Agreement and upon receipt of the Terra Shareholder Approval (as defined below) will have full corporate power and authority to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by unanimous vote of each of the Parent BoardBoard of Directors of Terra. The Parent Board will, following receipt of Directors of Terra has proposed to call the Terra Shareholder Meeting to seek the approval of the necessary report shareholders of Terra for the delegation in favor of the expert designated by Terra Board to approve the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase capital increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General MeetingExchange, including approval in accordance with Section 159.2 159 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares Terra shareholders to subscribe for the Parent Ordinary Shares shares of Terra Common Stock being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares outstanding shares of Terra Common Stock present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares Terra shareholders at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent "Terra Shareholder Approval”"). No , no other corporate proceedings on the part of Parent are Terra is necessary to approve this Agreement and to consummate the transactions contemplated hereby other than the resolution of the Parent Terra Board executing approving the Capital Increase, which resolution shall be adopted following receipt Increase against contribution in kind of the Parent shares of Lycos Virginia Common Stock. The affirmative vote of the shares of Terra Capital Stock held by Telefonica, S.A. ("Telefonica") are sufficient to obtain the Terra Shareholder Approval in accordance with Section 2.3 hereofApproval. This Neither a withdrawal or a modification of the Terra Board's recommendation relating to this Agreement has been duly and validly executed and delivered by Parent and or any of the transactions contemplated hereby will affect (assuming due authorization, execution and delivery by i) Terra's obligation or ability to call or convene the Company and Company Virginia Sub) constitutes the valid and binding obligations meeting of Parent, enforceable against Parent 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 subject to general principles of equity).its

Authority; No Violation. (a) Parent PRISA has full corporate power and authority to execute execute, deliver and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of perform its rights under this Agreement and the consummation Ancillary Agreements to which it is a party and, subject only to the receipt of the Transaction PRISA Shareholder Approval and the other PRISA Rights Offer Approvals, will have full corporate power and authority to consummate the transactions contemplated hereby have been duly, validly and unanimously approved by thereby. Subject to the Parent Board. The Parent PRISA Board will, following receipt approving the calling of the necessary report of PRISA Shareholder Meeting and setting the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxyagenda therefor, the matters being voted upon must be adopted by at least two-thirds of PRISA Shareholder Approval and the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No PRISA Rights Offer Approvals, no other corporate proceedings on the part of Parent PRISA are necessary to approve this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby other than the resolution resolutions of the Parent PRISA Board executing approving the Capital Increase, which resolution shall be adopted following receipt increase of the Parent Shareholder Approval capital of PRISA against contribution in accordance with Section 2.3 hereofkind of the shares of Liberty Virginia Common Stock and the increase of the capital of PRISA against a contribution in cash in respect of the PRISA Rights Offer. Neither a withdrawal or a modification of the PRISA Board’s recommendation relating to this Agreement and the Ancillary Agreements or any of the transactions contemplated hereby or thereby will affect PRISA’s obligation or ability to call or convene the meeting of its shareholders referred to above. This Agreement has and the Ancillary Agreements to which PRISA is a party have been duly and validly executed and delivered by Parent PRISA and (assuming due authorization, execution and delivery by the Company Liberty and Company Virginia Subany other party thereto) constitutes the constitute valid and binding obligations of ParentPRISA, enforceable against Parent PRISA in accordance with its terms (their terms, except as enforceability may be limited by bankruptcybankruptcy Laws, insolvency, moratorium, reorganization or other similar laws Laws affecting the creditors’ rights of creditors generally and subject to general principles of equity)equity affecting the availability of specific performance and other equitable remedies.

Authority; No Violation. (a) Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Parent Required Vote and the accuracy of the representations and warranties of the Company set forth in this Agreement, to consummate the Transaction and the other transactions contemplated hereby, including the New Parent Incentive Plan. The execution Board of Directors of Parent (the “Parent Board”) at a duly held meeting has (i) determined that this Agreement and delivery the transactions contemplated by this Agreement, including the Merger, the New Parent Incentive Plan, the Parent Stock Issuance and the Parent Stock Issuance Conversion, are advisable for and in the best interests of Parent and its stockholders, (ii) approved, subject to the terms of this Agreement, the execution, delivery, and performance of this Agreement and the consummation transactions contemplated hereby, including the Merger, the New Parent Incentive Plan, the Parent Stock Issuance and the Parent Stock Issuance Conversion, and (iii) resolved to recommend that the stockholders of the Transaction Parent approve the New Parent Incentive Plan and the other transactions contemplated hereby have been duly, validly and unanimously approved by the Parent Board. The Parent Board will, following receipt of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required Stock Issuance Conversion in connection with the Share Exchange Merger (the recommendation contemplated by this clause (iii) being referred to as the “Parent Recommendation”), and directed that the New Parent Incentive Plan and the Parent Stock Issuance Conversion matters be submitted for consideration by Parent’s stockholders at an annual or special meeting of Parent’s stockholders (the “Capital IncreaseParent Stockholder Meeting”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 ). None of the SCL aforesaid actions by the Parent Board has been amended, rescinded or modified as of a resolution abolishing the preemptive rights date of holders of Parent Ordinary Shares to subscribe this Agreement. Except for the approval of (i) the New Parent Ordinary Shares being issued in the Share Exchange, which approval shall require Incentive Plan and Parent Stock Issuance Conversion by the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or total number of votes represented by proxy at the Parent’s outstanding shares of (a) Parent Common Stock and (b) Parent Series A-2 Preferred Stock and Parent’s 0% Series C Convertible Preferred Stock, par value $0.0001 per share (the “Parent Series C Preferred Stock”), each voting on an as converted basis in accordance with its terms, and, in the case of the foregoing clauses (a) and (b), which are entitled to vote thereon; and (ii) this Agreement by the affirmative vote of a duly constituted meeting majority of holders the outstanding shares of the Parent Series C Preferred Stock, including the Lead Investor thereof (as defined in the applicable Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions for such series of Parent Ordinary Shares at which meetingPreferred Stock) (collectively, if on first call, a quorum of at least one-half the “Parent Required Vote”) and Parent’s voting of the issued share outstanding capital is present or represented stock of Merger Sub as required by proxy orSection 7.9, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) constitutes the a valid and binding obligations obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and subject to general principles of equity)Equity Exceptions.

Authority; No Violation. (a) Parent has 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 4.4 of this Agreement, (ii) Parent’s obtaining the approval of Parent’s shareholders as contemplated herein and (iii) Parent’s submitting to its shareholders, for an advisory vote, to the extent required by applicable securities laws, agreements concerning compensation that are based on or otherwise related to the proposed Merger (the “Parent Advisory Vote Matters”), to consummate the Transaction transactions contemplated hereby, and Parent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ (iii) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (iv) obtaining the other approvals listed in Section 4.4 of this Agreement, to consummate the transactions contemplated by Section 1.14 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, Parent’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement, the Merger, the Amended and Restated Certificate of Incorporation and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger (including the shares of Common Stock subject to the New Stock Options) (the “Parent Shareholder Matters”) be submitted to Parent's shareholders for approval at the Parent Shareholders Meeting and (4) resolved to recommend that Parent’s shareholders approve, at the Parent Shareholders Meeting, this Agreement, the Merger, the Amended and Restated Certificate of Incorporation and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger (including the shares of Common Stock subject to the New Stock Options) (the “Parent Board Recommendation”). The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Parent. The Parent Board will, following receipt consummation of the necessary report transactions contemplated by Section 1.14 of this Agreement has been duly and validly approved by the Board of Directors of Parent’s Bank. Except for the approval of the expert designated Parent Shareholder Matters by the Commercial Registry relating requisite vote of Parent’s shareholders, the submission to the fair value Parent’s shareholders of the assets to be accepted by Parent in the Share Exchange Advisory Vote Matters and execution of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval Bank Merger Agreement in accordance with Section 159.2 1.14 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchangethis Agreement, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent or Parent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) this Agreement constitutes the a valid and binding obligations obligation of Parent, enforceable against Parent in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity), whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally.

Authority; No Violation. (a) Parent has 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 4.4 of this Agreement, (ii) Parent’s obtaining the approval of Parent’s shareholders as contemplated herein and (iii) Parent’s submitting to its shareholders, for an advisory vote, to the extent required by applicable securities laws, agreements concerning compensation that are based on or otherwise related to the proposed Merger (the “Parent Advisory Vote Matters”), to consummate the Transaction transactions contemplated hereby, and Parent’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the Parties’ (iii) obtaining all bank regulatory approvals and making all bank regulatory notifications required to effectuate the Merger and the Bank Merger and (iv) obtaining the other approvals listed in Section 4.4 of this Agreement, to consummate the transactions contemplated by Section 1.14 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, Parent’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of Parent and its shareholders and declared the Merger and the other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement, the Merger, the Amended and Restated Certificate of Incorporation and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger (including the shares of Common Stock subject to the New Stock Options) (the “Parent Shareholder Matters”) be submitted to Parent’s shareholders for approval at the Parent Shareholders Meeting and (4) resolved to recommend that Parent’s shareholders approve, at the Parent Shareholders Meeting, this Agreement, the Merger, the Amended and Restated Certificate of Incorporation and the authorization to issue the shares of Parent Common Stock issuable pursuant to the Merger (including the shares of Common Stock subject to the New Stock Options) (the “Parent Board Recommendation”). The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Parent. The Parent Board will, following receipt consummation of the necessary report transactions contemplated by Section 1.14 of this Agreement has been duly and validly approved by the Board of Directors of Parent’s Bank. Except for the approval of the expert designated Parent Shareholder Matters by the Commercial Registry relating requisite vote of Parent’s shareholders, the submission to the fair value Parent’s shareholders of the assets to be accepted by Parent in the Share Exchange Advisory Vote Matters and execution of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval Bank Merger Agreement in accordance with Section 159.2 1.14 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchangethis Agreement, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent or Parent’s Bank are necessary to approve this Agreement and to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) this Agreement constitutes the a valid and binding obligations obligation of Parent, enforceable against Parent in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity), whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally.

Authority; No Violation. (a) Parent Each of Provident and Xxxxxx Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the stockholder and other actions described below, to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Provident and Merger Sub and by Provident, as the sole stockholder of Merger Sub. The Parent Board willof Directors of Provident has determined that the transactions contemplated hereby, following receipt on the terms and conditions set forth in this Agreement, are advisable to and in the best interests of Provident and its stockholders, adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger and the Provident Share Issuance), has directed that the Provident Share Issuance be submitted to Provident’s stockholders for approval at a meeting of such stockholders, has recommended that its stockholders approve the Provident 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, are advisable to and in the best interests of Merger Sub and its sole stockholder, 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 stockholder for approval, and has adopted resolutions to the foregoing effect. Except for (i) the approval of the necessary report Provident Share Issuance by a majority of all the votes cast by the holders of outstanding Provident Common Stock at a meeting of the expert designated stockholders of Provident at which a quorum exists (the approval in clause (i), the “Requisite Provident Vote”), (ii) the authorization of the execution of the Bank Merger Agreement by the Commercial Registry relating Board of Directors of Provident Bank and the approval of the Bank Merger Agreement by Provident as Provident Bank’s sole stockholder, (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to Provident’s named executive officers that is based on or otherwise related to the fair value transactions contemplated by this Agreement and (iv) the adoption of the assets resolutions to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating give effect to the abolishment provisions of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required Section 6.13 in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General MeetingClosing, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent Provident or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent Provident and Xxxxxx Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubLakeland) constitutes the a valid and binding obligations obligation of ParentProvident and Merger Sub, enforceable against Parent Provident and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Provident Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite Provident Vote), insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past stockholder of Provident will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Parent Terra has full corporate power and authority to execute and deliver this Agreement and upon receipt of the Terra Shareholder Approval (as defined below) will have full corporate power and authority to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by unanimous vote of each of the Parent BoardBoard of Directors of Terra. The Parent Board will, following receipt of Directors of Terra has proposed to call the Terra Shareholder Meeting to seek the approval of the necessary report shareholders of Terra for the delegation in favor of the expert designated by Terra Board to approve the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase capital increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General MeetingExchange, including approval in accordance with Section 159.2 159 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares Terra shareholders to subscribe for the Parent Ordinary Shares shares of Terra Common Stock being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares outstanding shares of Terra Common Stock present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares Terra shareholders at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”"TERRA SHAREHOLDER APPROVAL"). No , no other corporate proceedings on the part of Parent are Terra is necessary to approve this Agreement and to consummate the transactions contemplated hereby other than the resolution of the Parent Terra Board executing approving the Capital Increase, which resolution shall be adopted following receipt Increase against contribution in kind of the Parent shares of Lycos Virginia Common Stock. The affirmative vote of the shares of Terra Capital Stock held by Telefonica, S.A. ("TELEFONICA") are sufficient to obtain the Terra Shareholder Approval Approval. Neither a withdrawal or a modification of the Terra Board's recommendation relating to this Agreement or any of the transactions contemplated hereby will affect (i) Terra's obligation or ability to call or convene the meeting of its shareholders referred to above or (ii) Telefonica's obligation to vote its shares of Terra Capital Stock in accordance with favor of the approval of the matters set forth in the second sentence of this Section 2.3 hereof5.3. This Agreement has been duly and validly executed and delivered by Parent Terra and (assuming due authorization, execution and delivery by the Company and Company Virginia SubLycos) constitutes the a valid and binding obligations obligation of ParentTerra, enforceable against Parent Terra 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 subject to general principles of equity)terms.

Authority; No Violation. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction Merger have been duly and validly approved by the Board of Directors of each of Parent and Merger Sub. The Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders, and has directed that this Agreement and the other transactions contemplated hereby have been duly, validly be submitted to its shareholders for approval at a duly held meeting of such shareholders and unanimously approved by has adopted resolutions to the Parent Boardforegoing 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 shareholder, and has adopted a resolution to the foregoing effect. The sole shareholder of Merger Sub has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by written consent. Except for the approval of (i) (x) (1) the issuance of Parent Board willCommon Shares pursuant to this Agreement, following receipt (2) the election of 4 current directors of the necessary report Company to the Board of Directors of Parent, in each case, effective as of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent Effective Time and (3) an increase in the Share Exchange and maximum aggregate compensation for the Board of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting Directors of Parent to propose provide for compensation for the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval directors elected in accordance with Section 159.2 of clause (2) for the SCL of a resolution abolishing period from the preemptive rights of holders Effective Time until the first annual general meeting of Parent Ordinary Shares following the Effective Time and (y) the amendment of Parent’s Articles of Association to subscribe for increase the share capital of Parent Ordinary Shares being issued by, in the Share Exchangecase of (x), which approval shall require the affirmative vote of the holders of a majority of votes cast and, in the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting case of holders of Parent Ordinary Shares at which meeting(y), if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the represented share capital present or votes and the absolute majority of the represented shares par value at such meeting) the Parent Meeting (the “Requisite Parent Shareholder ApprovalVote”). No , and (ii) the amendment of Parent’s Articles of Association to change Parent’s name in accordance with Section 6.22 by a majority of votes cast with respect to such amendment, no other corporate proceedings on the part of either Parent or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) constitutes the a valid and binding obligations obligation of Parenteach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The Parent Common Shares to be issued in the Merger will have been validly authorized immediately prior to the Effective Time and, insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby Merger have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Parent. The Board of Directors of Parent Board willhas determined that the Merger, following receipt on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders and has directed that this Agreement be submitted to the shareholders of Parent for approval at a meeting of such shareholders and has adopted resolutions to the foregoing effect and recommending that the shareholders of Parent approve this Agreement and the transactions contemplated hereby. Except for: (i) the approval of this Agreement and the transactions contemplated hereby, including the issuance of the necessary report of the expert designated Stock Consideration, by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of two-thirds of the outstanding shares of the capital stock of Parent (the “Requisite Parent Vote”); (ii) the approval of the Articles Amendment by the affirmative vote of (A) the greater of a majority of the voting power of the issued and outstanding shares of the capital stock of Parent Ordinary Shares then entitled to vote thereon, or sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares of the capital stock of Parent present in person or represented by proxy at a duly constituted the stockholder meeting and entitled to vote thereon and (B) the majority vote of the holders of Parent Ordinary Shares at which meetingthe Class A Common Stock and Class B Common Stock, if on first call, each voting separately as a quorum of at least one-half class (the “Requisite Amendment Vote”); (iii) the adoption and approval of the issued share capital is present or represented Bank Merger Agreement by proxy orthe Board of Directors of Parent Bank and Parent as its sole shareholder; and (iv) the adoption of resolutions to give effect to the provisions of Section 6.11 in connection with the Closing, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company and Company Virginia SubCompany) constitutes the a valid and binding obligations obligation of Parent, enforceable against Parent in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of the capital stock of Parent to be issued in connection with the Merger have been validly authorized (subject to the approval of this Agreement and the transactions contemplated hereby by the holders of Parent Common Stock), insolvencywhen issued, moratoriumwill be validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar laws affecting the rights of creditors generally and subject to general principles of equity)in respect thereof.

Authority; No Violation. (a) Parent Umpqua has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement Agreement, the Investor Letter Agreements, and the consummation of the Transaction Merger and the other transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Umpqua. The Parent Subject to Section 6.3, the Board willof Directors of Umpqua has determined that the Merger, following receipt on the terms and conditions set forth in this Agreement, is in the best interests of Umpqua and its shareholders and has directed that this Agreement and the necessary report transactions contemplated hereby be submitted to Umpqua's shareholders for adoption and approval at a meeting of the expert designated by the Commercial Registry relating such shareholders and has adopted a resolution to the fair value foregoing effect. Except for (i) the adoption and approval of this Agreement and the assets to be accepted transactions contemplated hereby by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented votes entitled to be cast by proxy at a duly constituted meeting the shares of holders of Parent Ordinary Shares at which meetingUmpqua Common Stock, if on first call, a quorum of at least one-half (ii) the approval of the issued share capital is present or represented Articles Amendment by proxy ora number of votes cast by the shares of Umpqua Common Stock favoring the Articles Amendment that exceeds the number of votes cast by the shares of Umpqua Common Stock that oppose the Articles Amendment ((i) and (ii), if on second call, a quorum of at least one-quarter the "Requisite Umpqua Vote") and (iii) the adoption and approval of the issued share capital is present or represented Bank Merger Agreement by proxy (providedUmpqua Bank and Umpqua as its sole shareholder, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent Umpqua are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent Umpqua and (assuming due authorization, execution and delivery by the Company and Company Virginia SubSterling) constitutes the a valid and binding obligations obligation of ParentUmpqua, enforceable against Parent Umpqua in accordance with its terms (terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity)Enforceability Exceptions.

Authority; No Violation. (a) Parent Peoples has full corporate power and authority to execute and deliver this Agreement and subject to the receipt of the Regulatory Approvals and the approval and adoption of this Agreement and the Merger and the affirmative vote required of Peoples’ Shareholders pursuant to the BCL and Peoples’ articles of incorporation (the “Peoples Shareholder Approval”) to consummate the Transaction and the other transactions contemplated hereby. Peoples Bank has full corporate power and authority to execute and deliver the Bank Plan of Merger and to consummate the Bank Merger. The execution and delivery of this Agreement by Peoples and the consummation completion by Peoples of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Parent Board. The Parent Board willboard of directors of Peoples and, following receipt except for approval and adoption of the necessary report shareholders of Peoples as required by the BCL, Peoples’ articles of incorporation and bylaws, and the approval, adoption, and amendment of the expert designated by articles of incorporation of Peoples to increase the Commercial Registry relating number of authorized shares of Peoples Common Stock in an amount sufficient to the fair value issue shares of the assets Peoples Common Stock pursuant to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”Section 1.02(c) and will propose such Capital Increase at such Extraordinary General Meeting(d) hereof, including approval except as otherwise provided in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchangethis Agreement, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent Peoples are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent Peoples and, subject to approval and (assuming adoption by the shareholders of Peoples, the receipt of the required approvals of Bank Regulators described in Section 3.04 hereof, and the requisite actions of the shareholders of Peoples in furtherance of this Agreement, and the due authorization, and valid execution and delivery of this Agreement by the Company and Company Virginia Sub) Penseco, constitutes the valid and binding obligations obligation of ParentPeoples, enforceable against Parent Peoples in accordance with its terms (except as may be limited by terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally and subject subject, as to enforceability, to general principles of equity). The Bank Plan of Merger, upon its execution and delivery by Peoples Bank subject to the execution and delivery of the Bank Plan of Merger by Penn Security, will constitute the valid and binding obligation of Peoples Bank, enforceable against Peoples Bank in accordance with its terms, subject to the required approvals of Bank Regulators and subject to applicable conservatorship and receivership provisions of the FDIA, bankruptcy or insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction Merger have been duly and validly approved by the Board of Directors of Parent. The Board of Directors of Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Parent and its shareholders and has directed that this Agreement and the other transactions contemplated hereby have been duly, validly be submitted to Parent’s shareholders for adoption at a meeting of such shareholders and unanimously approved has adopted a resolution to the foregoing effect. Except for (i) the adoption of this Agreement by the Parent Board. The Parent Board will, following receipt of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights affirmative vote of holders of Parent Ordinary Shares, call an Extraordinary General Meeting Common Stock who are entitled to cast at least a majority of the total votes that all holders of Parent Common Stock are entitled to propose cast on the Capital Increase required matter (the “Requisite Parent Vote”), (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Parent Bank and Parent as its sole shareholder, and (iii) the adoption of resolutions to give effect to the provisions of Sections 6.10 and 6.14 in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General MeetingClosing, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Company and Company Virginia SubSeller) constitutes the a valid and binding obligations obligation of Parent, enforceable against Parent in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcythe Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, insolvencywhen issued, moratoriumwill be (i) validly issued, reorganization fully paid and nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar laws affecting rights in respect thereof and (ii) will be issued in compliance with all applicable state and federal securities laws. No vote or approval of the rights holders of creditors generally and subject to general principles the Series B Stock is required in connection with the adoption of equity)this Agreement or the consummation of the Merger or the other transactions contemplated hereby.

Authority; No Violation. (a) Parent The Company has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions 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 Company Shareholder Approval. The approval, adoption, execution and delivery of this Agreement and Agreement, the consummation by the Company of the Transaction and the other transactions contemplated hereby and the compliance by the Company with the provisions of this Agreement have been duly, validly and unanimously approved duly authorized by all necessary corporate action on the Parent Board. The Parent Board will, following receipt part of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange Company, and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent the Company are necessary to approve authorize this Agreement, to comply with the terms of this Agreement and or to consummate the transactions contemplated hereby other than hereby, subject, in the resolution case of the Parent Board executing Merger and the Capital IncreasePlan of Merger, which resolution shall be adopted following receipt to the Company Shareholder Approval. The board of directors of the Parent Shareholder Approval Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (i) determining and declaring that this Agreement, the Offer and the Merger and the other transactions contemplated hereby are advisable, fair and in the best interest of the Company and its shareholders, (ii) approving the Offer, the Merger and the Plan of Merger in accordance with the MBCA and approving the Offer as a “Permitted Offer” within the meaning of the Rights Plan, (iii) approving this Agreement, (iv) recommending that the Company Shareholders accept the Offer, tender their Shares into the Offer, approve the Merger and adopt this Agreement and the Plan of Merger (subject to its right to withdraw, modify or amend its recommendation solely as set forth in, and in accordance with the terms of, Section 2.3 hereof6.02 of this Agreement) and (v) determining that each member of the Company 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 Rule14d-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 rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by Parent the Company and (assuming due authorization, execution and delivery by the Company Parent and Company Virginia SubPurchaser) constitutes the valid and binding obligations obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms (terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws now or hereafter in effect relating to or affecting the creditors’ rights of creditors generally and subject to or by general principles of equity (regardless of whether considered at law or in equity).

Authority; No Violation. (a) Parent The Company has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Company Required Vote and the accuracy of the representations and warranties of Parent and Merger Sub set forth in this Agreement, to consummate the Transaction transactions contemplated by this Agreement. The Board of Directors of the Company (the “Company Board”) at a duly held meeting has (i) determined that this Agreement and the other transactions contemplated hereby. The execution , including the Merger, are in the best interests of the Company and its stockholders, (ii) approved, subject to the terms of this Agreement, the execution, delivery and performance of this Agreement and the consummation transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the stockholders of the Transaction Company approve this Agreement and the other transactions contemplated hereby have been dulyhereby, validly including the Merger (the recommendation contemplated by this clause (iii) being referred to as the “Company Recommendation”), and unanimously approved directed that such matter be submitted for consideration by the Parent BoardCompany Stockholders. The Parent Board will, following receipt None of the necessary report aforesaid actions by the Company Board has been amended, rescinded or modified as of the expert designated by the Commercial Registry relating to the fair value date of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe this Agreement. Except for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require of this Agreement by the affirmative vote of the holders of (i) a majority of the Parent Ordinary Shares present in person or represented by proxy at outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a duly constituted meeting of holders of Parent Ordinary Shares at which meetingsingle class on an as-converted basis, if on first call, (ii) a quorum of at least one-half majority of the issued share capital is present or represented by proxy oroutstanding shares of Company Preferred Stock, if voting together as a single class on second callan as-converted basis, and (iii) a quorum of at least one-quarter majority of the issued share capital is present or represented by proxy outstanding shares of Company Common Stock, voting together as a single class (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder ApprovalCompany Required Vote”). No , no other corporate proceedings on the part of Parent the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent the Company and (assuming due authorization, execution and delivery by the Company Parent and Company Virginia Merger Sub) constitutes the a valid and binding obligations obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms (terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium, reorganization or insolvency and similar laws affecting creditors’ rights and remedies generally (the rights of creditors generally “Bankruptcy and subject to general principles of equityEquity Exceptions”).

Authority; No Violation. (a) Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Parent Required Vote and the accuracy of the representations and warranties of the Company set forth in this Agreement, to consummate the Transaction and the other transactions contemplated hereby. The execution Board of Directors of Parent (the “Parent Board”) has unanimously duly adopted resolutions (at a duly called, noticed and delivery held meeting or by unanimous consent in lieu of a meeting) (i) determining that this Agreement and the consummation transactions contemplated by this Agreement, including the Merger and the Parent Stock Issuance, are advisable for and in the best interests of Parent and its stockholders, (ii) recommending that the stockholders of Parent approve the Parent Stock Issuance (the recommendation contemplated by this clause (ii) being referred to as the “Parent Recommendation”), and (iii) submitting the Parent Stock Issuance to Parent’s stockholders for approval. None of the Transaction and the other transactions contemplated hereby have been duly, validly and unanimously approved aforesaid actions by the Parent Board. The Parent Board willhas been amended, following receipt rescinded or modified as of the necessary report date of this Agreement. Except for the approval of the expert designated Parent Stock Issuance, the Parent Reverse Split (as defined below) and the Parent Authorized Shares Increase (as defined below) by the Commercial Registry relating to the fair value of the assets to be accepted by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights requisite affirmative vote of holders of shares of the Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange Common Stock (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder ApprovalRequired Vote”). No , no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been been, and on or prior to the Closing, the other documents to which each of Parent and Merger Sub is a party contemplated hereby will be, duly and validly executed and delivered by Parent Xxxxxx and Merger Sub, and this Agreement (assuming due authorization, execution and delivery by the Company Company) constitutes, and Company Virginia Sub) constitutes on or prior to the Closing, the other documents to which each of Parent and Merger Sub is a party contemplated hereby will constitute, a legal, valid and binding obligations obligation of ParentParent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally Bankruptcy and subject to general principles of equity)Equity Exceptions.

Authority; No Violation. (a) Parent Sprint has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transaction and the other transactions contemplated hereby have been duly, duly and validly and unanimously approved by the Parent Board of Directors of Sprint (the "Sprint Board"). The Parent Sprint Board willhas determined that this Agreement and the transactions contemplated hereby are in the best interests of Sprint and its stockholders, following receipt has resolved to recommend that holders of Sprint Common Stock and Sprint Preferred Stock vote in favor of (i) the amendment of the necessary report Sprint Charter to increase the number of authorized shares of Sprint Series 1 Common Stock and to decrease the expert designated by the Commercial Registry relating to the fair par value of the assets Sprint Common Stock to be accepted by Parent in $0.01 per share (the Share Exchange and "Sprint Common Stock Amendment"), (ii) the amendment of the auditor designated by Sprint Charter to create a class of Sprint Non-Voting Common Stock and designate a series of Sprint Mirror Preferred Stock (such amendments, together with the Commercial Registry relating Sprint Common Stock Amendment and such other amendments, including to change Sprint's name, as are necessary to amend and restate the abolishment Sprint Charter as reflected in Exhibit B hereto, the "Charter Amendment"), and (iii) the authorization of the preemptive rights issuance of holders Sprint Series 1 Common Stock, Sprint Non-Voting Common Stock and Sprint Mirror Preferred Stock pursuant to this Agreement under Rule 312.03 of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange NYSE (the “Capital Increase”"NYSE Stock Issuance"), and has directed that the Charter Amendment and the NYSE Stock Issuance be submitted to Sprint's stockholders for adoption and approval at a duly held meeting of such stockholders (the "Sprint Stockholders Meeting"), and, except for (1) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 the adoption of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require Sprint Common Stock Amendment by the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person total voting power of the outstanding shares of Sprint Common Stock entitled to vote at the Sprint Stockholders Meeting or represented any adjournment or postponement thereof (for purposes of the vote contemplated by proxy at a duly constituted meeting of this clause (1), holders of Parent Ordinary Shares at which meetingshares of Sprint Series 2 Common Stock having one full vote for each share thereof), if on first call, a quorum of at least one-half (2) the adoption of the issued share capital is present or represented Charter Amendment by proxy or, if on second call, the affirmative vote of a quorum of at least one-quarter majority of the issued share capital is present or represented by proxy (provided, however, if, on second call, less than one-half total voting power of the issued share capital is present outstanding shares of Sprint Common Stock and Sprint Preferred Stock entitled to vote at the Sprint Stockholders Meeting or represented any adjournment or postponement thereof, voting together as a single class, and (3) the approval of the NYSE Stock Issuance by proxythe affirmative vote of a majority of the total votes cast by the holders of Sprint Common Stock and Sprint Preferred Stock at the Sprint Stockholders Meeting or any adjournment or postponement thereof, voting together as a single class (together, the matters being voted upon must be adopted "Sprint Stockholder Approval"), and except for the adoption of this Agreement by at least two-thirds Sprint as the sole stockholder of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No Merger Sub, no other corporate proceedings on the part of Parent Sprint or vote by the holders of any class or series of Sprint Capital Stock are necessary to approve this Agreement and to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent Sprint and (assuming due authorization, execution and delivery by the Company and Company Virginia Subother parties hereto) constitutes the valid and binding obligations obligation of ParentSprint, enforceable against Parent Sprint in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws Laws affecting the rights of creditors generally and subject to general principles the availability of equityequitable remedies).

Authority; No Violation. (a) Parent NDX has full corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the Transaction Merger and the other transactions contemplated herebyTransactions and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transaction Merger and the other transactions contemplated hereby Transactions have been duly, duly and validly approved and unanimously approved adopted by the Parent NDX Board. The Parent NDX Board will(at meetings duly called and held) has determined that this Agreement and the Merger and the other Transactions are in the best interests of NDX and its shareholders and that considering the financial position of NDX and Merger Sub and subject to the consummation of this Agreement and the other Transactions, following receipt no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of NDX to its creditors, has adopted this Agreement and recommended that its shareholders vote in favor of the necessary report approval of this Agreement, the Merger and the other Transactions (including, for the avoidance of doubt, the adoption of the expert designated by Amended AOA as the Commercial Registry relating to amended and restated Articles of Association of NDX and the fair value conversion of the assets to be accepted by Parent in the Share Exchange NDX Shares (other than NDX Ordinary Shares issued upon exercise of NDX Options and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent certain other NDX Ordinary Shares, call an Extraordinary General Meeting which will remain NDX Ordinary Shares) into NDX Ordinary A Shares and NDX Ordinary Shares, in each case as contemplated by Section 6.04(b)) and has directed that a meeting of Parent to propose the Capital Increase required in connection with the Share Exchange NDX’s shareholders be duly convened for such purpose (the “Capital IncreaseNDX Shareholders Meeting”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe ). Except for the Parent Ordinary Shares being issued in approval of this Agreement, the Share ExchangeMerger and the other Transactions by the NDX Board, which approval shall require the affirmative vote of has been obtained, the holders of a majority of the Parent Ordinary outstanding shares of each class of shares of NDX Share Capital and the Preferred B Shares present Majority (as defined in person or represented by proxy at a duly constituted meeting of holders of Parent Ordinary Shares at which meeting, if on first call, a quorum of at least one-half of the issued share capital is present or represented by proxy or, if on second call, a quorum of at least one-quarter of the issued share capital is present or represented by proxy NDX Charter) (provided, however, if, on second call, less than one-half of the issued share capital is present or represented by proxytogether, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent NDX Shareholder Approval”). No , no other corporate proceedings on the part of Parent NDX or any other vote by the holders of any class or series of NDX Share Capital are necessary to approve or adopt this Agreement and or to consummate the transactions contemplated hereby Merger and the other than Transactions (except for the resolution filing of the Parent Board executing appropriate merger documents and obtaining a Merger Certificate as required by the Capital IncreaseCompanies Law, which resolution shall be adopted following receipt of the Parent Shareholder Approval including as set forth in accordance with Section 2.3 hereof6.05). This Agreement has been duly and validly executed and delivered by Parent NDX and (assuming due authorization, execution and delivery by the Company and Company Virginia Subother parties hereto) constitutes the valid and binding obligations obligation of ParentNDX, enforceable against Parent NDX in accordance with its terms (except as may be limited by bankruptcyterms, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity)the Bankruptcy Exceptions.

Authority; No Violation. (a) Parent Umpqua has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement Agreement, the Investor Letter Agreements, and the consummation of the Transaction Merger and the other transactions contemplated hereby and thereby have been duly, duly and validly and unanimously approved by the Parent BoardBoard of Directors of Umpqua. The Parent Subject to Section 6.3, the Board willof Directors of Umpqua has determined that the Merger, following receipt on the terms and conditions set forth in this Agreement, is in the best interests of Umpqua and its shareholders and has directed that this Agreement and the necessary report transactions contemplated hereby be submitted to Umpqua’s shareholders for adoption and approval at a meeting of the expert designated by the Commercial Registry relating such shareholders and has adopted a resolution to the fair value foregoing effect. Except for (i) the adoption and approval of this Agreement and the assets to be accepted transactions contemplated hereby by Parent in the Share Exchange and of the auditor designated by the Commercial Registry relating to the abolishment of the preemptive rights of holders of Parent Ordinary Shares, call an Extraordinary General Meeting of Parent to propose the Capital Increase required in connection with the Share Exchange (the “Capital Increase”) and will propose such Capital Increase at such Extraordinary General Meeting, including approval in accordance with Section 159.2 of the SCL of a resolution abolishing the preemptive rights of holders of Parent Ordinary Shares to subscribe for the Parent Ordinary Shares being issued in the Share Exchange, which approval shall require the affirmative vote of the holders of a majority of the Parent Ordinary Shares present in person or represented votes entitled to be cast by proxy at a duly constituted meeting the shares of holders of Parent Ordinary Shares at which meetingUmpqua Common Stock, if on first call, a quorum of at least one-half (ii) the approval of the issued share capital is present or represented Articles Amendment by proxy ora number of votes cast by the shares of Umpqua Common Stock favoring the Articles Amendment that exceeds the number of votes cast by the shares of Umpqua Common Stock that oppose the Articles Amendment ((i) and (ii), if on second call, a quorum of at least one-quarter the “Requisite Umpqua Vote”) and (iii) the adoption and approval of the issued share capital is present or represented Bank Merger Agreement by proxy (providedUmpqua Bank and Umpqua as its sole shareholder, however, if, on second call, less than one-half of the issued share capital is present or represented by proxy, the matters being voted upon must be adopted by at least two-thirds of the share capital present or represented at such meeting) (“Parent Shareholder Approval”). No no other corporate proceedings on the part of Parent Umpqua are necessary to approve this Agreement and or to consummate the transactions contemplated hereby other than the resolution of the Parent Board executing the Capital Increase, which resolution shall be adopted following receipt of the Parent Shareholder Approval in accordance with Section 2.3 hereofhereby. This Agreement has been duly and validly executed and delivered by Parent Umpqua and (assuming due authorization, execution and delivery by the Company and Company Virginia SubSterling) constitutes the a valid and binding obligations obligation of ParentUmpqua, enforceable against Parent Umpqua in accordance with its terms (terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity)Enforceability Exceptions.