Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, and unanimously adopted and approved by the Board of Directors of Purchaser to the extent required by applicable Law. The Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other corporate proceedings on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by Company) constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The execution and delivery of this Agreement by Purchaser, the consummation by Purchaser of the transactions contemplated hereby, and compliance by Purchaser with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Purchaser The Company 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 3.04 of this Agreement and (ii) the Company’s obtaining the approval of the Company’s shareholders as contemplated herein, to consummate the transactions contemplated hereby, and the Company’s Bank has full corporate power and authority to execute and deliver the Bank Merger Agreement and, subject to the receipt Parties’ , to consummate the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof. On or prior to the date of this Agreement, the Company’s Board of Directors has (1) determined that this Agreement and the Merger are fair to and in the best interests of the Regulatory Approvals Company and its shareholders and declared the Merger and the Purchaser other transactions contemplated hereby to be advisable, (2) approved this Agreement, the Merger and the other transactions contemplated hereby, (3) directed that this Agreement and the Merger and certain related matters (the “Company Shareholder ApprovalsMatters”) be submitted to the Company's shareholders for approval at the Company Shareholders’ Meeting and (4) resolved to recommend that the Company’s shareholders approve the Merger and this Agreement at the Company Shareholders’ Meeting (the “Company Board Recommendation”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required Company. Consummation of the transactions contemplated by applicable Law. The Section 1.12 of this Agreement has been duly and validly approved by the Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effectCompany’s Bank. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment Company Shareholder Matters by the affirmative requisite vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, Company's shareholders and (iii) the approval and adoption execution of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder accordance with Section 1.12 of Purchaser Bankthis Agreement, no other corporate proceedings on the part of Purchaser the Company or the Company’s Bank are necessary to approve this Agreement, or Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ the Company and (assuming due authorization, execution and delivery by CompanyParent) this Agreement constitutes the a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms (subject to the Bankruptcy 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 Equity Exception)by bankruptcy, insolvency and similar Laws affecting creditors' rights and remedies generally. (b) The Neither the execution and delivery of this Agreement by Purchaserthe Company or the execution and delivery of the Bank Merger Agreement by the Company’s Bank, nor the consummation by Purchaser the Company of the transactions contemplated herebyhereby in accordance with the terms hereof or the consummation by the Company’s Bank of the transactions contemplated by Section 1.12 of this Agreement in accordance with the terms thereof, and or compliance by Purchaser the Company with any of the terms or provisions hereof or compliance by the Company’s Bank with any of the terms or provisions of Section 1.12 of this Agreement, will not (i) violate any provision of the articles certificate of incorporation or code of regulations of Purchaser (assuming, with respect to the latter two by-laws of the foregoing representationsCompany or the certificate of incorporation, that this Agreement is properly approved and adopted by the shareholders by-laws or similar governing documents of Purchaser at the Purchaser Shareholders’ Meeting)any of its Subsidiaries, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.04 of this Agreement are duly obtained and/or madeobtained, (Ax) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser the Company or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound or affected, except, with respect to clause (ii)) above, any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to aggregate will not have a Material Adverse Effect on Purchaserthe Company.

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

Authority; No Violation. (a) Purchaser CBC has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawCBC Board. The CBC Board of Directors of Purchaser has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser CBC and its shareholders, (ii) resolved to recommend that CBC’s shareholders and approve the principal terms of this Agreement, (iii) has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers CBC’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders, and (iv) has adopted a resolution resolutions to the foregoing effect. Except for (ix) the approval CBC Shareholder Approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (iiy) the adoption and approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement by the CBC Bank Board and the Bank Merger by Purchaser in its capacity CBC as the CBC Bank’s sole shareholder of Purchaser Bankshareholder, no other corporate proceedings on the part of Purchaser CBC are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ CBC and (assuming due authorization, execution and delivery by CompanySCB) constitutes the a valid and binding obligation of PurchaserCBC, enforceable against Purchaser CBC in accordance with its terms (terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or to general equity principles (the “Bankruptcy and Equity Exception”). (b) The Neither the execution and delivery of this Agreement by Purchaser, CBC nor the consummation by Purchaser CBC of the transactions contemplated hereby, and including the Bank Merger, nor compliance by Purchaser CBC with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation CBC Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)CBC Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 5.04 are duly obtained and/or madeobtained, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, CBC or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser CBC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser CBC or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserCBC.

Authority; No Violation. (a) Purchaser 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 transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawCapital One and Merger Sub. The Board of Directors of Purchaser Capital One has unanimously determined that the transactions contemplated hereby (including the Mergers), on the terms and conditions set forth in this Agreement, are advisable and in the 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 shares of Capital One Common Stock in connection with the Merger (the “Capital One Share Issuance”) be submitted to Capital One’s stockholders for approval at a meeting of such stockholders and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser Merger Sub and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting sole stockholder and has adopted a resolution to the foregoing effect. Except for (i) the approval Capital One, as Merger Sub’s sole stockholder, has adopted and adoption of approved this Agreement and the transactions contemplated hereby by written consent. Except for (i) the approval of the Capital One Share Issuance by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast by the holders of Purchaser Capital One Common Shares Stock at the Purchaser Shareholders’ MeetingCapital One Meeting (the “Requisite Capital One Vote”), (ii) the adoption and approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement by Capital One as Capital One Bank’s sole stockholder, (iii) the adoption, approval and filing of Certificates of Designation with respect to the Bank Merger by Purchaser New Capital One Preferred Stock with the Delaware Secretary, and (iv) the adoption of resolutions to give effect to the provisions of Section 6.12 in its capacity as connection with the sole shareholder of Purchaser BankClosing, no other corporate proceedings on the part of Purchaser Capital One or Merger Sub are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each of Capital One and Merger Sub and (assuming due authorization, execution and delivery by CompanyDiscover) constitutes the a valid and binding obligation of Purchasereach of Capital One and Merger Sub, enforceable against Purchaser each of Capital One and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the 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 Bankruptcy receipt of the Requisite Capital One Vote), and Equity Exception)when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of Capital One will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by PurchaserCapital One or Merger Sub, nor the consummation by Purchaser Capital One or Merger Sub of the transactions contemplated herebyhereby (including the Mergers and the Bank Merger), and nor compliance by Purchaser Capital One or Merger Sub with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Capital One Charter or code of regulations of Purchaser (assuming, with respect to the latter two of Capital One Bylaws or the foregoing representations, that this Agreement is properly approved and adopted by Merger Sub Charter or the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Merger Sub Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Capital One or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Capital One or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Capital One or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations which, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserCapital One.

Authority; No Violation. (a) Purchaser South State has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawSouth State. The Board of Directors of Purchaser South State has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser South State and its shareholders shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers South State’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast on this Agreement by the holders of Purchaser South State Common Shares at Stock (the Purchaser Shareholders’ Meeting, “South State Merger Vote”) and (ii) the approval of the South State Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the South State Articles Amendment by the holders of Purchaser South State Common Shares at Stock (the Purchaser Shareholders’ Meeting“South State Authorized Share Capital Vote” and, together with the South State Merger Vote, the “Requisite South State Vote”), and (iii) subject to the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity South State as the South State Subsidiary Bank’s sole shareholder of Purchaser Bankshareholder, no other corporate proceedings on the part of Purchaser South State are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ South State and (assuming due authorization, execution and delivery by CompanyCenterState) constitutes the a valid and binding obligation of PurchaserSouth State, enforceable against Purchaser South State in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of South State Common Stock to be issued in the Merger have been validly authorized (subject to the Bankruptcy receipt of the Requisite South State Vote), and Equity Exception)when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of South State will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by PurchaserSouth State, nor the consummation by Purchaser South State of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), and nor compliance by Purchaser South State with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the South State Articles or the South State Bylaws or the articles or certificate of incorporation or code bylaws (or similar organizational documents) of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), any South State Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, South State or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser South State or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser South State or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflict, breach, default, termination, cancellation, acceleration breaches or creation as has not had and defaults that either individually or in the aggregate would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect on PurchaserSouth State.

Authority; No Violation. (a) Purchaser SLIC has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly, duly and unanimously adopted and validly approved by the Board SLIC Board, including, after separate meetings and discussion, all of the Independent Directors of Purchaser to the extent required by applicable LawSLIC. The Board SLIC Board, including, after separate meetings and discussion, all of the Independent Directors of Purchaser SLIC, has unanimously (i) determined that the Merger, on (A) this Agreement and the terms of the Mergers and conditions set forth in this Agreement, is the other Transactions are advisable and in the best interests of Purchaser SLIC and its shareholders and has (B) the interests of SLIC’s existing stockholders will not be diluted (as provided under Rule 17a-8 promulgated under the Investment Company Act) as a result of the Transactions, (ii) approved the SLIC Matters, (iii) directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, SLIC Matters be submitted to Purchasers shareholders SLIC’s stockholders for adoption and approval and adoption by written consent or at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders (the “SLIC Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of SLIC adopt and approve the SLIC Matters (such recommendation, the “SLIC Board Recommendation”). Except for receipt of (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds (x) the holders of a majority of all outstanding shares of SLIC Common Stock and (y) the votes entitled to be cast by holders of Purchaser Common Shares a majority of the outstanding shares of SLIC Preferred Stock, voting as a separate class, to approve the SLIC Matters at the Purchaser Shareholders’ Meeting, a duly held meeting of SLIC stockholders or (ii) the approval unanimous written consent of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser outstanding shares of SLIC Common Shares at Stock and SLIC Preferred Stock (the Purchaser Shareholders’ Meeting“SLIC Requisite Vote”), and (iii) the approval and adoption of the Bank Merger Agreement Mergers and the Bank Merger other Transactions have been authorized by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other all necessary corporate proceedings action on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated herebySLIC. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ SLIC and (assuming due authorization, execution and delivery by CompanyPIF, Merger Sub, and Adviser) constitutes the valid and binding obligation of PurchaserSLIC, enforceable against Purchaser SLIC in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) The Neither the execution and delivery of this Agreement by PurchaserSLIC, nor the consummation by Purchaser SLIC of the transactions contemplated herebyTransactions, and compliance by Purchaser with any of the terms or provisions nor performance of this AgreementAgreement by SLIC, will not (i) violate any provision of the articles of incorporation SLIC Charter or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)SLIC Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 3.3(a) and Section 3.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, SLIC or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser SLIC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Purchaser SLIC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (iiii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration acceleration, consent, approval or creation as has not had and that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have be material to SLIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect on Purchaserwhole. Section 3.3(b) of the SLIC Disclosure Schedule sets forth, to SLIC’s knowledge, any material consent fees payable to a third party in connection with the Mergers.

Authority; No Violation. (a) Purchaser Each of Comerica and Comerica Holdings 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 transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawComerica and Comerica Holdings. The Board of Directors of Purchaser Comerica has determined that the Mergertransactions contemplated hereby (including the Mergers), on the terms and conditions set forth in this Agreement, is are advisable and in the best interests of Purchaser Comerica and its shareholders stockholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Mergers), and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders Comerica’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast on this Agreement by holders all shares of Purchaser Comerica Common Shares at Stock entitled to vote on this Agreement (the Purchaser Shareholders’ Meeting“Requisite Comerica Vote”), (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement by the boards of directors of Comerica Bank and the Comerica Bank Merger & Trust and by Purchaser in its capacity Comerica as the sole shareholder of Purchaser BankComerica Bank and Comerica Holdings as the sole shareholder of Comerica Bank & Trust (each of which will occur promptly following the date hereof) and (iii) the adoption of this Agreement by Comerica as Comerica Holdings’ sole shareholder (which will occur promptly following the execution of this Agreement), no other corporate proceedings on the part of Purchaser Comerica or Comerica Holdings are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each of Comerica and Comerica Holdings and (assuming due authorization, execution and delivery by CompanyFifth Third and Fifth Third Intermediary) constitutes the a valid and binding obligation of PurchaserComerica and Comerica Holdings, enforceable against Purchaser Comerica and Comerica Holdings in accordance with its terms (subject to except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) The Neither the execution and delivery of this Agreement by Purchaser, Comerica and Comerica Holdings nor the consummation by Purchaser Comerica and Comerica Holdings of the transactions contemplated herebyhereby (including the Mergers and the Bank Merger), and nor compliance by Purchaser Comerica with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of (A) the articles of incorporation Comerica Charter or code of regulations of Purchaser the Comerica Bylaws or (assuming, with respect to B) the latter two of Comerica Holdings Charter or the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Comerica Holdings Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Comerica or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Comerica or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Comerica or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations that, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserComerica.

Authority; No Violation. (a) Purchaser Boston Private has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawBoston Private. The Board of Directors of Purchaser Boston Private has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser Boston Private and its shareholders shareholders, has adopted this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers Boston Private’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of all the votes shares of Boston Private Common Stock entitled to be cast by holders of Purchaser Common Shares at vote on this Agreement (the Purchaser Shareholders’ Meeting“Requisite Boston Private Vote”), (ii) and the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement by the board of directors of Boston Private Bank and the Bank Merger by Purchaser in its capacity Boston Private as the Boston Private Bank’s sole shareholder of Purchaser Bankshareholder, no other corporate proceedings on the part of Purchaser Boston Private are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Boston Private and (assuming due authorization, execution and delivery by CompanySVB Financial) constitutes the a valid and binding obligation of PurchaserBoston Private, enforceable against Purchaser Boston Private in accordance with its terms (subject to except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) The Neither the execution and delivery of this Agreement by Purchaser, Boston Private nor the consummation by Purchaser Boston Private of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), and nor compliance by Purchaser Boston Private with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles Boston Private Articles of incorporation Organization or code the Boston Private Bylaws or comparable governing documents of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)any Boston Private Subsidiary, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Boston Private or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Boston Private or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Boston Private or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations that, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserBoston Private.

Authority; No Violation. (ai) Purchaser Limestone has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Bank Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawLimestone. The Board of Directors of Purchaser Limestone has determined determined, subject to Section 6.06 of this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser Limestone and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers Limestone’s shareholders for approval and adoption (with the Limestone Board of Directors’ recommendation in favor of approval) at a duly held Purchaser Shareholders’ Meeting meeting of the shareholders, and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser a majority of the outstanding shares of each class of Limestone Common Shares at Stock (the Purchaser Shareholders’ Meeting“Requisite Limestone Vote”), (ii) and the adoption and approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Subsidiary Bank Merger Agreement and the Bank Merger Agreements by Purchaser in its capacity Limestone as the sole shareholder of Purchaser Limestone Bank, no other corporate proceedings on the part of Purchaser Limestone are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Limestone and (assuming due authorization, execution and delivery by CompanyPeoples) constitutes the a valid and binding obligation of PurchaserLimestone, enforceable against Purchaser Limestone in accordance with its terms (subject to except in all cases as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (bii) The Neither the execution and delivery of this Agreement by Purchaser, Limestone nor the consummation by Purchaser Limestone of the transactions contemplated hereby, including the Parent Merger and the Subsidiary Bank Merger, nor compliance by Purchaser Limestone with any of the terms or provisions of this Agreementhereof, will not (iA) violate any provision of the articles of incorporation Limestone Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Limestone Bylaws or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.4 5.01(d) are duly obtained and/or madeobtained, (A1) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Limestone or any of its Limestone Subsidiaries or any of their respective properties or assets or (B2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or payments, rebates, or reimbursements required under, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Limestone or any of its Limestone Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Limestone or any of its Subsidiaries Limestone Subsidiary is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)2) above) for such violations, any such violationconflicts, conflictbreaches or defaults which would not, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PurchaserLimestone.

Authority; No Violation. (a) Purchaser Each of NYCB and Merger 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 transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to NYCB and Merger Sub and by NYCB, as the extent required by applicable Lawsole shareholder of Merger Sub. The Board of Directors of Purchaser NYCB has determined that the Mergertransactions contemplated hereby, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of NYCB and its stockholders, has adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger and the NYCB Share Issuance), has directed that the NYCB Share Issuance be submitted to NYCB’s stockholders for approval and adoption at a meeting of such stockholders, has recommended that its stockholders approve and adopt the NYCB Share Issuance and has adopted resolutions to the foregoing effect. The Board of Directors of Merger Sub has determined that the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser Merger Sub and its shareholders sole shareholder, has adopted and has directed that approved this Agreement and the transactions contemplated hereby, hereby (including the issuance of shares of Purchaser Common Shares as merger considerationMerger and the Holdco Merger), has directed that this Agreement be submitted to Purchasers shareholders Merger Sub’s sole shareholder for approval and adoption at a duly held Purchaser Shareholders’ Meeting approval, and has adopted a resolution resolutions to the foregoing effect. The Board of Directors of NYCB Bank has determined that the Bank Merger, on the terms and conditions set forth in the Bank Merger Agreement, is advisable and in the best interests of NYCB Bank and its sole stockholder, has adopted and approved the Bank Merger Agreement and the Bank Merger, and has directed that the Bank Merger Agreement be submitted to NYCB Bank’s sole stockholder for approval, and has adopted resolutions to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby NYCB Share Issuance by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast by the holders of Purchaser outstanding NYCB Common Shares Stock at a meeting of the Purchaser Shareholders’ Meetingstockholders of NYCB at which a quorum exists (the approval in clause (i), the “Requisite NYCB Vote”), (ii) the adoption and approval of the Articles Amendment Bank Merger Agreement by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ MeetingNYCB as NYCB Bank’s sole stockholder, and (iii) if applicable, an advisory (non-binding) vote on the approval and adoption of compensation that may be paid or become payable to NYCB’s named executive officers that is based on or otherwise related to the Bank Merger Agreement and the Bank Merger transactions contemplated by Purchaser in its capacity as the sole shareholder of Purchaser Bankthis Agreement, no other corporate proceedings on the part of Purchaser NYCB or Merger Sub are necessary to adopt or approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ NYCB and Merger Sub and (assuming due authorization, execution and delivery by CompanyFlagstar) constitutes the a valid and binding obligation of PurchaserNYCB and Merger Sub, enforceable against Purchaser NYCB and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of NYCB Common Stock to be issued in the Merger have been validly authorized (subject to the Bankruptcy receipt of the Requisite NYCB Vote), and, when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past stockholder of NYCB will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by PurchaserNYCB or Merger Sub, nor the consummation by Purchaser NYCB or Merger Sub of the transactions contemplated herebyhereby (including the Merger, the Holdco Merger, the Bank Merger and the NYCB Share Issuance), nor compliance by Purchaser NYCB or Merger Sub with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles NYCB Charter, NYCB Bylaws, Merger Sub Charter, Merger Sub Bylaws or the organizational documents of incorporation or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)NYCB Bank, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to PurchaserNYCB, Merger Sub or any of its the NYCB Subsidiaries or any of their respective properties or assets assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser NYCB, Merger Sub or any of its the NYCB Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser NYCB, Merger Sub or any of its the NYCB Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (A) and (B) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellation, acceleration accelerations or creation as has not had and creations that would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on PurchaserNYCB.

Authority; No Violation. (a) Purchaser AUB has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawAUB. The Board of Directors of Purchaser AUB, acting with the approval of not less than 66 2/3% of the number of members of the Board of Directors, has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser AUB and its shareholders shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the issuance of the shares of AUB Common Stock constituting the Merger Consideration pursuant to this Agreement (the “AUB Share Issuance”), and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, AUB Share Issuance) be submitted to Purchasers AUB’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and (including the transactions contemplated hereby AUB Share Issuance) by the affirmative vote of at least two-thirds holders of a majority of all the votes entitled to be cast by holders of Purchaser Common Shares at a meeting called therefor (the Purchaser Shareholders’ Meeting“Requisite AUB Vote”), (ii) and subject to the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement by the Board of Directors of AUB Subsidiary Bank and the Bank Merger by Purchaser in its capacity AUB as the AUB Subsidiary Bank’s sole shareholder of Purchaser Bankshareholder, no other corporate proceedings on the part of Purchaser AUB are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ AUB and (assuming due authorization, execution and delivery by CompanySASR) constitutes the a valid and binding obligation of PurchaserAUB, enforceable against Purchaser AUB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of AUB Common Stock to be issued in the Merger will, upon issuance and delivery at the Closing, be validly authorized (subject to the Bankruptcy receipt of the Requisite AUB Vote), and Equity Exception)when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of AUB will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by PurchaserAUB, nor the consummation by Purchaser AUB of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), and nor compliance by Purchaser AUB with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the AUB Articles or the AUB Bylaws or the articles or certificate of incorporation or code bylaws (or similar organizational documents) of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), any AUB Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 ‎4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, AUB or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser AUB or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser AUB or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellation, acceleration accelerations or creation as has not had and Lien creations that either individually or in the aggregate would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect on PurchaserAUB.

Authority; No Violation. (a) Purchaser First Foundation 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 transactions contemplated hereby. This Agreement, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly, validly, duly and unanimously adopted validly approved and approved declared advisable by the Board of Directors of Purchaser to the extent required by applicable LawFirst Foundation. The Board of Directors of Purchaser First Foundation has determined determined, by the unanimous vote of directors present at the applicable meeting, that the transactions contemplated hereby (including the Merger and the Bank Merger), on the terms and conditions set forth in this Agreement, is are advisable and in the best interests of Purchaser First Foundation and its shareholders stockholders, has adopted and has directed that approved this Agreement and the transactions contemplated hereby, hereby (including the issuance of shares of Purchaser Common Shares as merger considerationMerger and the Bank Merger), has directed that this Agreement be submitted to Purchasers shareholders First Foundation’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders, has recommended that the First Foundation stockholders adopt this Agreement, and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds the holders of all a majority of the votes shares of outstanding First Foundation Common Stock entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meetingvote thereon, and (ii) the approval of the FirstSun Articles Amendment Amendment, by the affirmative vote of at least two-thirds the holders of all a majority of the votes outstanding shares of First Foundation Common Stock entitled to be cast by holders of Purchaser Common Shares at vote thereon ((i) and (ii) collectively, the Purchaser Shareholders’ Meeting“Requisite First Foundation Vote”), and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity First Foundation as the First Foundation Bank’s sole shareholder of Purchaser Bankstockholder, no other corporate proceedings on the part of Purchaser First Foundation are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated herebyhereby (other than the submission to the stockholders of First Foundation of an advisory (non-binding) vote on the compensation that may be paid or become payable to First Foundation’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ First Foundation and (assuming due authorization, execution and delivery by CompanyFirstSun) constitutes the a valid and binding obligation of PurchaserFirst Foundation, enforceable against Purchaser First Foundation in accordance with its terms (subject to except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) The Neither the execution and delivery of this Agreement by Purchaser, First Foundation nor the consummation by Purchaser First Foundation of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), and nor compliance by Purchaser First Foundation with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles First Foundation Articles, the First Foundation Bylaws or the organizational documents of incorporation or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), any First Foundation Subsidiary or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, First Foundation or any of its Subsidiaries or any of their respective properties or assets or (By) except as disclosed on Section 3.3(b) of the First Foundation Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser First Foundation or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser First Foundation or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations that, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserFirst Foundation.

Authority; No Violation. (a) Purchaser Flagstar has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawFlagstar. The Board of Directors of Purchaser Flagstar has determined that the Mergertransactions contemplated hereby, on the terms and conditions set forth in this Agreement, is are advisable and in the best interests of Purchaser Flagstar and its shareholders shareholders, has approved, adopted and declared advisable this Agreement and the transactions contemplated hereby (including the Merger, the Holdco Merger and the Bank Merger), has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers Flagstar’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders, has recommend that its shareholders approve and adopt this Agreement and the transactions contemplated hereby and has adopted a resolution resolutions to the foregoing effect. The Board of Directors of Flagstar Bank has determined that the Bank Merger, on the terms and conditions set forth in the Bank Merger Agreement, is advisable and in the best interests of Flagstar Bank and its sole shareholder, has adopted and approved the Bank Merger Agreement and the Bank Merger, has directed that the Bank Merger Agreement be submitted to Flagstar Bank’s sole shareholder for approval, and has adopted resolutions to the foregoing effect. Except for (i) the adoption and approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds a majority of all the votes outstanding shares of Flagstar Common Stock entitled to be cast by holders of Purchaser Common Shares at vote on this Agreement (the Purchaser Shareholders’ Meeting“Requisite Flagstar Vote”), (ii) the adoption and approval of the Articles Amendment Bank Merger Agreement by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ MeetingFlagstar as Flagstar Bank’s sole shareholder, and (iii) if applicable, the approval and adoption submission to the shareholders of Flagstar of an advisory (non-binding) vote on the Bank Merger Agreement and compensation that may be paid or become payable to Flagstar’s named executive officers that is based on or otherwise related to the Bank Merger transactions contemplated by Purchaser in its capacity as the sole shareholder of Purchaser Bankthis Agreement, no other corporate proceedings on the part of Purchaser Flagstar are necessary to approve and adopt this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Flagstar and (assuming due authorization, execution and delivery by CompanyNYCB and Merger Sub) constitutes the a valid and binding obligation of PurchaserFlagstar, enforceable against Purchaser Flagstar in accordance with its terms (subject except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, forbearance, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depositary institutions or their parent companies or the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) The Neither the execution and delivery of this Agreement by Purchaser, Flagstar nor the consummation by Purchaser Flagstar of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), and nor compliance by Purchaser Flagstar with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles Flagstar Charter, the Flagstar Bylaws or the amended and restated organizational certificate (as amended) or bylaws of incorporation or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Flagstar Bank, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (A) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Flagstar or any of its the Flagstar Subsidiaries or any of their respective properties or assets assets, or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Flagstar or any of its the Flagstar Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Flagstar or any of its the Flagstar Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (A) and (B) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellation, acceleration accelerations or creation as has not had and creations that would not reasonably be expectedexpected to have, either individually or in the aggregate, to have a Material Adverse Effect on PurchaserFlagstar.

Authority; No Violation. (a) Purchaser Seller 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 transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Merger) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawSeller. The Board of Directors of Purchaser Seller has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser Seller and its shareholders stockholders and has directed that the Merger and the other transactions contemplated by this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders Seller’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of Merger and adoption of the other transactions contemplated by this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds the holders of all a majority of the votes outstanding shares of Seller Common Stock entitled to be cast vote on the Merger and the other transactions contemplated by holders of Purchaser Common Shares at this Agreement (the Purchaser Shareholders’ Meeting, “Requisite Seller Vote”) and (ii) the adoption and approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement by the Board of Directors of Seller Bank and the Bank Merger by Purchaser in its capacity Seller as the Seller Bank’s sole shareholder of Purchaser Bankstockholder, no other corporate proceedings on the part of Purchaser Seller are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Seller and (assuming due authorization, execution and delivery by CompanyBuyer) constitutes the a valid and binding obligation of PurchaserSeller, enforceable against Purchaser Seller in accordance with its terms (subject to except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) The Neither the execution and delivery of this Agreement by Purchaser, Seller nor the consummation by Purchaser Seller of the transactions contemplated hereby, and including the Bank Merger, nor compliance by Purchaser Seller with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Seller Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Seller Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (A) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Seller or any of its Seller Significant Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Seller or any of its Seller Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Seller or any of its Seller Significant Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (A) and (B) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserSeller.

Authority; No Violation. (a) Purchaser AirTran has full corporate power and authority to execute and deliver this Agreement and and, subject to the AirTran Stockholder Approval, to consummate the transactions contemplated hereby, subject hereby and to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvalsperform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of the obligations hereunder by AirTran have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to AirTran (the extent required by applicable Law“AirTran Board”). The AirTran Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated herebyhereby are in the best interests of AirTran and its stockholders, including has approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger (the “Recommendation”), and has directed that this Agreement be submitted to its stockholders for adoption at a duly held meeting of such stockholders for such purpose (the “AirTran Stockholders Meeting”). Except for the adoption of this Agreement by the affirmative vote of at least two-thirds the holders of all a majority of the votes voting power of AirTran, which will be obtained if this Agreement is adopted by a majority of the outstanding shares of AirTran Common Stock entitled to be cast by holders of Purchaser Common Shares vote at the Purchaser Shareholders’ Meeting, AirTran Stockholders Meeting (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Bank“AirTran Stockholder Approval”), no other corporate proceedings on the part of Purchaser are AirTran or any other vote by the holders of any class or series of AirTran Capital Stock is necessary to approve or adopt this Agreement, Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the Articles of Merger with the Nevada Secretary of State). This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ AirTran and (assuming due authorization, execution execution, and delivery by Companythe other parties hereto) constitutes the valid and binding obligation of PurchaserAirTran, enforceable against Purchaser AirTran in accordance with its terms (subject to except as may be limited by bankruptcy, insolvency, moratorium, reorganization, or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (b) The execution execution, delivery, and delivery performance by AirTran of this Agreement by Purchaser, and the consummation by Purchaser AirTran of the transactions contemplated herebyhereby do not and will not violate or conflict with, and compliance by Purchaser with result in the breach of any of the terms terms, conditions, or provisions of this Agreementof, will not constitute a default under, create in any party the right to terminate, enforce, or modify, accelerate payment, or create or impose an Encumbrance pursuant to, or require a filing, consent, or waiver under, (i) violate any provision assuming (solely in the case of the articles Merger) that the AirTran Stockholder Approval is obtained, the AirTran Charter or AirTran Bylaws or any organizational documents of incorporation or code of regulations of Purchaser any AirTran Subsidiary (assuming, with respect each as amended to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), date) or (ii) assuming that the consents, approvals approvals, and filings referred to in clauses (a) through (i) of Section 4.4 3.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.and/or

Authority; No Violation. (a) Purchaser SIC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted validly authorized and approved by the Board of Directors of Purchaser to the extent required by applicable LawSIC Board. The SIC Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of Purchaser SIC and its shareholders stockholders, has approved the SIC Matters and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, SIC Matters be submitted to Purchasers shareholders the SIC’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and SIC Matters by the Bank Merger by Purchaser in its capacity as affirmative vote of the sole shareholder holders of Purchaser Banka majority of the outstanding shares of SIC Common Stock (the “SIC Stockholder Approval”) at the SIC Stockholder Meeting, no other corporate proceedings on the part of Purchaser SIC are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ SIC and (assuming due authorization, execution and delivery by CompanyMCC) constitutes the valid and binding obligation of PurchaserSIC, enforceable against Purchaser SIC in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by Purchaser, SIC nor the consummation by Purchaser SIC of the transactions contemplated hereby, and nor compliance by Purchaser SIC with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation SIC Charter or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)SIC Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 5.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree Applicable Law applicable to Purchaser, SIC or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Purchaser SIC or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (iithe “SIC Contracts”), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Purchaser Each of Columbia and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Mergers, the Bank Merger and the Columbia Articles Amendment) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawColumbia and Merger Sub. The Board of Directors of Purchaser Columbia has determined that the MergerMergers and the other transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is are in the best interests of Purchaser Columbia and its shareholders and has directed that this Agreement the Columbia Articles Amendment and the transactions contemplated hereby, including the issuance of the shares of Purchaser Columbia Common Shares as merger consideration, Stock constituting the Merger Consideration pursuant to this Agreement (the “Columbia Share Issuance”) be submitted to Purchasers Columbia’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) The Board of Directors of Merger Sub has determined that the approval Mergers and adoption the other transactions contemplated hereby, on the terms and conditions set forth in this Agreement, are in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. Columbia, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby by written consent. Except for (i) the approval of the Columbia Share Issuance by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast by holders of Purchaser shares of Columbia Common Shares Stock at the Purchaser Shareholders’ Columbia Meeting, (ii) the approval of the Columbia Articles Amendment by the affirmative vote holders of at least two-thirds a majority of all the votes outstanding shares of Columbia Common Stock entitled to be cast by holders of Purchaser Common Shares at vote thereon (the Purchaser Shareholders’ Meetingforegoing clauses (i) and (ii) collectively, and the “Requisite Columbia Vote”), (iii) the adoption and approval and adoption of the Bank Merger Agreement by the Board of Directors of Columbia Bank and the approval of the Bank Merger Agreement by Purchaser in its capacity Columbia as the Columbia Bank’s sole shareholder and (iv) the adoption of Purchaser Bankresolutions to give effect to the provisions of Section 6.12 in connection with the Closing, no other corporate proceedings on the part of Purchaser Columbia or Merger Sub are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each of Columbia and Merger Sub and (assuming due authorization, execution and delivery by CompanyUmpqua) constitutes the a valid and binding obligation of Purchasereach of Columbia and Merger Sub, enforceable against Purchaser each of Columbia and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Columbia Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Bankruptcy Requisite Columbia Vote), when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of Columbia will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by PurchaserColumbia or Merger Sub, nor the consummation by Purchaser Columbia or Merger Sub of the transactions contemplated hereby, including the Mergers and the Bank Merger, nor compliance by Purchaser Columbia or Merger Sub with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Columbia Articles, Columbia Bylaws or code of regulations of Purchaser (assuming, with respect to the latter two of Merger Sub Articles or the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Merger Sub Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to PurchaserColumbia, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Columbia or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Columbia or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations which, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserColumbia.

Authority; No Violation. (a) Purchaser ▇▇▇ ▇▇ has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly, duly and unanimously adopted and validly approved by the Board OTF II Board, including, after separate meetings and discussion, all of the Independent Directors of Purchaser to the extent required by applicable LawOTF II. The OTF II Board (on the recommendation of Directors of Purchaser the OTF II Special Committee) has unanimously (i) determined that the Merger, on the terms and conditions set forth in (A) this Agreement, is the Merger and the other Transactions are advisable and in the best interests of Purchaser OTF II and its shareholders (B) the interests of OTF II’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved and has declared advisable the OTF II Matters, (iii) directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, OTF II Matters be submitted to Purchasers shareholders OTF II’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders (the “OTF II Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of OTF II adopt and approve the OTF II Matters (such recommendation, the “OTF II Board Recommendation”). Except for (i) the approval and adoption receipt of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast on the OTF II Matters by the holders of Purchaser outstanding shares of OTF II Common Shares Stock at a duly held meeting of OTF II stockholders (the Purchaser Shareholders’ Meeting“OTF II Requisite Vote”), (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger other Transactions have been authorized by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other all necessary corporate proceedings action on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated herebyOTF II. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ OTF II and (assuming due authorization, execution and delivery by CompanyOTF, Merger Sub and the Advisers) constitutes the valid and binding obligation of PurchaserOTF II, enforceable against Purchaser OTF II in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) The Neither the execution and delivery of this Agreement by PurchaserOTF II, nor the consummation by Purchaser OTF II of the transactions contemplated herebyTransactions, and compliance by Purchaser with any of the terms or provisions nor performance of this AgreementAgreement by OTF II, will not (i) violate any provision of the articles of incorporation OTF II Charter or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)OTF II Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 3.03(a) and Section 3.04 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, OTF II or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) except as set forth on Section 3.03(b) of the OTF II Disclosure Schedule, or in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser OTF II or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Purchaser OTF II or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (iiii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration acceleration, consent, approval or creation as has not had and that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Purchaserwith respect to OTF II. Section 3.03(b) of the OTF II Disclosure Schedule sets forth, to OTF II’s Knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Purchaser Each of SIC and Merger Sub has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the transactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the receipt approval and adoption of this Agreement by the Regulatory Approvals sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and the Purchaser Shareholder Approvalsdelivery of this Agreement). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted validly authorized and approved by the Board SIC Board, acting upon recommendation of Directors of Purchaser to the extent required by applicable LawSIC Special Committee, and the Merger Sub Board. The Merger Sub Board of Directors of Purchaser has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and SIC, as the sole stockholder of Merger Sub, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to SIC, as the sole stockholder of Merger Sub, for its adoption, and (iv) recommended that SIC, as the sole stockholder of Merger Sub, approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of shares the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of Purchaser Common Shares as merger considerationSIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to Purchasers shareholders the SIC’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of the SIC Matters at the SIC Stockholder Meeting (i) with respect to the Merger, the Amended and Restated Charter, and any other matters required to be approved or adopted by the stockholders of SIC in order to effect the Merger, the related issuance of the Merger Shares, and the other transactions contemplated by this Agreement and (other than the transactions contemplated hereby Charter Amendment), by the affirmative vote of the holders of a majority of the outstanding shares of SIC Common Stock and (ii) with respect to the Charter Amendment by the affirmative vote of the holders of at least two-thirds (⅔) of all the votes entitled to be cast by holders outstanding shares of Purchaser SIC Common Shares at Stock (collectively, the Purchaser Shareholders’ Meeting, foregoing (i) and (ii) ), the “SIC Stockholder Approval”), and the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ MeetingSIC, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder stockholder of Purchaser BankMerger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of Purchaser SIC or Merger Sub are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ SIC and Merger Sub (assuming due authorization, execution and delivery by CompanyMDLY) constitutes the valid and binding obligation of Purchasereach of SIC and Merger Sub, enforceable against Purchaser SIC and Merger Sub, as the case may be, in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by Purchaser, SIC or Merger Sub nor the consummation by Purchaser SIC or Merger Sub of the transactions contemplated hereby, and nor compliance by Purchaser SIC or Merger Sub with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation SIC Charter, SIC Bylaws, Merger Sub Certificate or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 5.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree Applicable Law applicable to PurchaserMerger Sub, SIC or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Merger Sub, SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Purchaser Merger Sub, SIC or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (iithe “SIC Contracts”), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Purchaser Susquehanna has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawSusquehanna. The Board of Directors of Purchaser Susquehanna has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders Susquehanna and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers Susquehanna’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least the holders of sixty-six and two-thirds percent (66 2/3%) of all the votes which all Susquehanna shareholders are entitled to be cast by holders of Purchaser Common Shares at on the Purchaser Shareholders’ Meeting, matter (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting“Requisite Susquehanna Vote”), and (iii) the adoption and approval and adoption of the Bank Merger Agreement by the board of directors of Susquehanna Bank and the Bank Merger by Purchaser in Susquehanna as its capacity as the sole shareholder of Purchaser Bankshareholder, no other corporate proceedings on the part of Purchaser Susquehanna are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Susquehanna and (assuming due authorization, execution and delivery by CompanyParent) constitutes the a valid and binding obligation of PurchaserSusquehanna, enforceable against Purchaser Susquehanna in accordance with its terms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting insured depository institutions or the rights of creditors generally and subject to general principles of equity (the Bankruptcy and Equity Exception“Enforceability Exceptions”)). (b) The Neither the execution and delivery of this Agreement by Purchaser, Susquehanna nor the consummation by Purchaser Susquehanna of the transactions contemplated hereby, and nor compliance by Purchaser Susquehanna with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Susquehanna Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Susquehanna Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Susquehanna or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Susquehanna or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Susquehanna or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations which, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on PurchaserSusquehanna.

Authority; No Violation. (a) Purchaser Each of GBDC and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly, duly and unanimously adopted and validly approved by the Board GBDC Board, including, after separate meetings and discussion, all of the Independent Directors of Purchaser to GBDC, and the extent required by applicable Lawboard of directors of Merger Sub. The Board GBDC Board, including, after separate meetings and discussion, all of the Independent Directors of Purchaser GBDC, has unanimously determined that the Merger, on this Agreement and the terms of the Mergers and conditions set forth in this Agreement, is the related Transactions are advisable and in the best interests of Purchaser and its shareholders GBDC, determined that the interests of GBDC’s existing stockholders will not be diluted as a result of the Transactions, has approved the GBDC Matters and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, GBDC Matters be submitted to Purchasers shareholders GBDC’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders (the “GBDC Stockholders Meeting”) and has adopted a resolution resolutions to the foregoing effect. Except for receipt of (i) the approval affirmative vote of a majority of the votes cast by the holders of shares of GBDC Common Stock at a meeting of the GBDC stockholders to approve the issuance of the GBDC Common Stock comprising the Merger Consideration and adoption of this Agreement and the transactions contemplated hereby by (ii) the affirmative vote of the lesser of (A) 67% of the GBDC Common Stock present at least two-thirds a meeting of all the votes entitled to be cast by stockholders of GBDC if the holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval more than 50% of the Articles Amendment outstanding shares of GBDC Common Stock are present or represented by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and proxy or (iiiB) the approval and adoption more than 50% of the Bank outstanding shares of GBDC Common Stock to approve the New Investment Advisory Agreement, the Merger Agreement and the Bank Merger other Transactions have been authorized by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other all necessary corporate proceedings on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated herebyaction. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ GBDC and Merger Sub and (assuming due authorization, execution and delivery by CompanyGCIC) constitutes the valid and binding obligation of Purchasereach of GBDC and Merger Sub, enforceable against Purchaser each of GBDC and Merger Sub in accordance with its terms (subject to except as may be limited by the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by PurchaserGBDC or Merger Sub, nor the consummation by Purchaser GBDC or Merger Sub of the transactions contemplated herebyTransactions, and compliance by Purchaser with any of the terms or provisions nor performance of this AgreementAgreement by GBDC or Merger Sub, will not (i) violate any provision of the articles GBDC Charter, GBDC Bylaws or the bylaws or charter of incorporation or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, GBDC or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser GBDC or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Purchaser GBDC or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (iiii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration acceleration, consent, approval or creation as has not had and that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect on Purchaserwhole. Section 4.3(b) of the GBDC Disclosure Schedule sets forth, to GBDC’s knowledge, any material consent fees payable to a third party in connection with the Merger.

Authority; No Violation. (a) Purchaser Pinnacle has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawPinnacle. The Board of Directors of Purchaser Pinnacle has determined that the transactions contemplated hereby (including the Merger), on the terms and conditions set forth in this Agreement, is are advisable and in the best interests of Purchaser Pinnacle and its shareholders shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers Pinnacle’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast on this Agreement by holders all shares of Purchaser Pinnacle Common Shares at Stock entitled to vote on this Agreement (the Purchaser Shareholders’ Meeting“Requisite Pinnacle Vote”), (ii) the approval of the Articles Amendment Bank Merger Agreement by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, Pinnacle as Pinnacle Bank’s sole shareholder and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser BankNewco Shareholder Approval, no other corporate proceedings on the part of Purchaser Pinnacle are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by CompanySynovus) constitutes the a valid and binding obligation of PurchaserPinnacle, enforceable against Purchaser Pinnacle in accordance with its terms (subject to except in all cases as such enforceability may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions). (b) The Neither the execution and delivery of this Agreement by PurchaserPinnacle, nor the consummation by Purchaser Pinnacle of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), and nor compliance by Purchaser Pinnacle with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Pinnacle Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Pinnacle Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 6.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Pinnacle or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Pinnacle or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Pinnacle or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations that, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserSynovus.

Authority; No Violation. (a) Purchaser First Horizon has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawFirst Horizon. The Board of Directors of Purchaser First Horizon has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser First Horizon and its shareholders shareholders, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger), and has directed that this Agreement and the transactions contemplated hereby, including amendment of the issuance First Horizon Charter to effect an increase the number of authorized shares of Purchaser First Horizon Common Shares as merger consideration, Stock from 400,000,000 to 700,000,000 (the “First Horizon Charter Amendment”) be submitted to Purchasers shareholders First Horizon’s shareholders, for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby approval of the First Horizon Charter Amendment, in each case, by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast on such matter by the holders of Purchaser First Horizon Common Shares at Stock (the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting“Requisite First Horizon Vote”), and (iii) subject to the adoption and approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity First Horizon as the First Horizon Bank’s sole shareholder of Purchaser Bankvoting shareholder, no other corporate proceedings on the part of Purchaser First Horizon are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated herebyhereby (other than the submission to the shareholders of First Horizon of an advisory (non-binding) vote on the compensation that may be paid or become payable to First Horizon’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement). This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ First Horizon and (assuming due authorization, execution and delivery by CompanyIBKC) constitutes the a valid and binding obligation of PurchaserFirst Horizon, enforceable against Purchaser First Horizon in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of First Horizon Common Stock and New First Horizon Preferred Stock to be issued in the Merger have been validly authorized (subject to the Bankruptcy receipt of the Requisite First Horizon Vote, the filing of the amendment to the First Horizon Charter as contemplated by Section 6.20 and Equity Exceptionthe filing of Articles of Amendment for the New First Horizon Preferred Stock with the Tennessee Secretary), and when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of First Horizon will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by PurchaserFirst Horizon, nor the consummation by Purchaser First Horizon of the transactions contemplated herebyhereby (including the Merger and the Bank Merger), and nor compliance by Purchaser First Horizon with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation First Horizon Charter or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)First Horizon Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, First Horizon or any of its Subsidiaries or any of their respective properties or assets assets, or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser First Horizon or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser First Horizon or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations that, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserFirst Horizon.

Authority; No Violation. (ai) Purchaser PWOD has full corporate power and authority to execute and deliver this Agreement and, subject to shareholder approval and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Parent Merger and the Subsidiary Bank Mergers have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawPWOD Board. The PWOD Board has determined, subject to Section 6.06 of Directors of Purchaser has determined this Agreement, that the Parent Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser PWOD and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers PWOD’s shareholders for approval and adoption (with the PWOD Board’s recommendation in favor of approval) at a duly held Purchaser Shareholders’ Meeting meeting of the shareholders, and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds holders of a majority of all votes cast at a meeting of shareholders called therefor (the votes entitled to be cast by holders of Purchaser Common Shares at “Requisite PWOD Vote”), and the Purchaser Shareholders’ Meeting, (ii) the adoption and approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Subsidiary Bank Merger Agreement and the Bank Merger Agreements by Purchaser in its capacity PWOD as the sole shareholder of Purchaser Luzerne Bank and Jersey Shore State Bank, respectively, no other corporate proceedings on the part of Purchaser PWOD are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ PWOD and (assuming due authorization, execution and delivery by CompanyNWBI) constitutes the a valid and binding obligation of PurchaserPWOD, enforceable against Purchaser PWOD in accordance with its terms (subject to except in all cases as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (bii) The Neither the execution and delivery of this Agreement by Purchaser, PWOD nor the consummation by Purchaser PWOD of the transactions contemplated hereby, including the Parent Merger and the Subsidiary Bank Merger, nor compliance by Purchaser PWOD with any of the terms or provisions of this Agreementhereof, will not (iA) violate any provision of the articles of incorporation PWOD Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), PWOD Bylaws or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.4 5.01(d) are duly obtained and/or madeobtained, (A1) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to PurchaserPWOD, or any of its Subsidiaries PWOD Subsidiaries, or any of their respective properties or assets assets, or (B2) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or payments, rebates, or reimbursements required under, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser PWOD or any of its PWOD Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser PWOD or any of its Subsidiaries PWOD Subsidiary is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)2) above) for such violations, any such violationconflicts, conflictbreaches or defaults which would not, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PurchaserPWOD.

Authority; No Violation. (a) Purchaser The Acquiror has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Acquiror Requisite Vote, consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Acquiror Board. ▇▇▇▇▇▇ Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly, duly and unanimously adopted and validly approved by the Board board of Directors directors of Purchaser to the extent required by applicable LawMerger Sub. The Acquiror Board (on the recommendation of Directors of Purchaser the Acquiror Special Committee) has unanimously (i) determined that the Merger, on (A) this Agreement and the terms of the Mergers and conditions set forth in this Agreementthe related Transactions are advisable, is fair to and in the best interests of Purchaser the Acquiror and its shareholders stockholders and (B) the interests of the Acquiror’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and the Acquiror Matters), (iii) directed that the approval of the Acquiror Matters be submitted to the Acquiror’s stockholders at a duly held meeting of such stockholders (the “Acquiror Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Acquiror approve the Acquiror Matters. The board of directors of Merger Sub has directed unanimously determined that this Agreement and the transactions contemplated herebyterms of the Mergers and the related Transactions are advisable, including fair to and in the issuance best interests of shares of Purchaser Common Shares as merger considerationMerger Sub and its sole stockholder; approved, be submitted to Purchasers shareholders for approval adopted and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of declared advisable this Agreement and the transactions contemplated hereby by Transactions (including the affirmative vote of at least two-thirds of all the votes entitled Merger); and resolved to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) recommend the approval of the Articles Amendment Transactions (including the Merger) by the affirmative vote of at least two-thirds of all Acquiror, in the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its Acquiror’s capacity as the sole shareholder stockholder of Purchaser BankMerger Sub. Except for receipt of the approval of the Acquiror Matters by at least a majority of the total votes cast by the holders of Acquiror Common Stock at the Acquiror Stockholders Meeting (the “Acquiror Requisite Vote”), no and the approval of the Transactions by the Acquiror, as the sole stockholder of Merger Sub (which approval shall occur promptly following the execution of this Agreement), the Mergers and the other Transactions have been authorized by all necessary corporate proceedings action on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated herebyAcquiror and Merger Sub. This Agreement has been duly and validly executed and delivered by ▇▇▇the Acquiror and ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by Companythe Company and the Acquiror Adviser) this Agreement constitutes the valid and binding obligation of Purchasereach of the Acquiror and Merger Sub, enforceable against Purchaser each of the Acquiror and Merger Sub in accordance with its terms (subject to except as may be limited by the Bankruptcy and Equity Enforceability Exception). (b) The Neither the execution and delivery of this Agreement by Purchaserthe Acquiror and Merger Sub, nor the consummation by Purchaser the Acquiror or Merger Sub of the transactions contemplated herebyTransactions, and compliance by Purchaser with any of nor the terms or provisions performance of this AgreementAgreement by the Acquiror and Merger Sub, will not (i) violate any provision of the Acquiror Charter, the Acquiror Bylaws or the articles of incorporation or code bylaws of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, the Acquiror or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser the Acquiror or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Purchaser the Acquiror or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (iiii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration acceleration, consent, approval or creation as has not had and that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect on Purchaserwhole.

Authority; No Violation. (ai) Purchaser The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsClosing. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby Closing (including the Investment) have been duly, validly, declared advisable and unanimously adopted duly and validly approved by the Board of Directors Directors. As of Purchaser or prior to the extent required by applicable Law. The entry into this Agreement, the Board of Directors of Purchaser has determined that (A) the MergerCompany Share Issuance and the Conversions (collectively, the “Investment”), on the terms and subject to the conditions set forth in this Agreementherein, is in the best interests of Purchaser the Company and its shareholders stockholders and has directed that this Agreement and the transactions contemplated hereby, including (B) the issuance of the shares of Purchaser Common Shares as merger considerationStock, be submitted Preferred Stock and/or Series A Preferred Stock, in each case, pursuant to Purchasers shareholders for approval the Other Investment Agreements and adoption at a duly held Purchaser Shareholders’ Meeting 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 Company and its stockholders and has adopted a resolution to the foregoing effect. Except for approval by the Company’s stockholders to (ix) adopt an amendment to the approval and adoption Company Certificate of this Agreement and Incorporation to increase the transactions contemplated hereby number of authorized shares of Common Stock therein to at least 200,000,000 by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast by holders of Purchaser shares of Common Shares Stock at the Purchaser Shareholders’ Meeting, (ii) the approval meeting of the Articles Amendment Company’s stockholders at which a vote is taken with respect to such matters (the “Charter Amendment”), and (y) if required under the applicable rules of the NYSE (the “Exchange Approval”) for issuance of shares of Common Stock in excess of 19.9% of the total voting power of the Company’s securities immediately preceding the entry into this Agreement by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser a majority of the shares of Common Shares Stock at the Purchaser Shareholders’ Meeting, meeting of the Company’s stockholders at which a vote is taken with respect to such matters ((x) and (iii) y), collectively, the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Bank“Requisite Stockholder Vote”), no other corporate proceedings on the part of Purchaser the Company or any of its Subsidiaries are necessary to approve this Agreement, Agreement or for the Company to perform its obligations hereunder or consummate the transactions contemplated herebyin this Agreement at Closing. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ the Company and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes the a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms (subject except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (bii) The None of the execution and delivery of this Agreement by Purchaserthe Company, the performance by the Company of its obligations hereunder, the consummation by Purchaser the Company of the transactions contemplated herebyInvestment, and or compliance by Purchaser the Company with any of the terms or provisions of this Agreementhereof, will not (iA) violate any provision of the articles Company Certificate of incorporation Incorporation or code of regulations of Purchaser (assuming, with respect to the latter two Bylaws of the foregoing representationsCompany (as amended, that this Agreement is properly approved and adopted by restated, supplemented or otherwise modified from time to time, the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), “Company Bylaws”) or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.4 2.2(d) are duly obtained and/or madeobtained, (Ax) violate any other Law, judgment, order, injunction or decree Law applicable to Purchaserthe Company, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser the Company or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound. (iii) The shares of Common Stock to be issued (x) hereunder have been and (y) subject to the Requisite Stockholder Vote and the filing of the Charter Amendment with the Delaware Secretary of State, with upon the conversion of Preferred Stock pursuant to the applicable Certificate of Designations will be, in each case, validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Preferred Stock to clause (ii)be issued hereunder have been validly authorized and, when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect of any such violationissuance or exercise. Subject to the accuracy of Purchaser’s representations and warranties set forth in Section 2.3, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably neither the Common Stock nor the Preferred Stock will be expected, individually or issued in the aggregate, to have a Material Adverse Effect on Purchaserviolation of any applicable Law.

Authority; No Violation. (ai) Purchaser 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 transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsClosing. The execution and delivery of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby Closing (including the Company Share Issuance) have been duly, validlyduly and validly approved by the board of directors of the Company (the “Board of Directors”), and unanimously adopted and approved by the Board of Directors has adopted this Agreement and declared its advisability. As of Purchaser or prior to the extent required by applicable Law. The date hereof, the Board of Directors of Purchaser has determined that (A) the MergerCompany Share Issuance, on the terms and subject to the conditions set forth herein, (B) the issuance of shares of Voting Common Stock pursuant to the Merger Agreement and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, and (C) the issuance of the shares of Voting Common Stock and Non-Voting Common Equivalent Stock and the Warrant(s) (as defined in this each Other Investment Agreement, is 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 Purchaser the Company and its shareholders stockholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance such issuances of shares of Purchaser Voting Common Shares as merger considerationStock and Non-Voting Common Equivalent Stock pursuant to this Agreement, the Merger Agreement and each Other Investment Agreement be submitted to Purchasers shareholders the holders of Voting Common Stock for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (ix) the approval and adoption of this the Company Share Issuance, the issuance of Voting Common Stock pursuant to the Merger Agreement and the transactions contemplated hereby issuance of Voting Common Stock and Non-Voting Common Equivalent Stock, including shares of Voting Common Stock or Non-Voting Common Equivalent Stock for which the Other Warrants may be exercised, pursuant to each Other Investment Agreement by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast by holders of Purchaser shares of Voting Common Shares Stock at the Purchaser Shareholders’ Meeting, (ii) the approval meeting of the Articles Amendment by Company’s stockholders at which a vote is taken with respect to such issuances (the affirmative vote of at least two-thirds of all “Requisite Stockholder Vote” and such meeting, the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ “Company Stockholders Meeting, ”) and (iiiy) the approval any other approvals, adoptions, authorizations and adoption consents of the Bank Company and its Subsidiaries necessary to consummate the Mergers set forth in Section 4.3(a) of the Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser BankAgreement, no other corporate proceedings on the part of Purchaser the Company or any of its Subsidiaries are necessary to approve or adopt this Agreement, Agreement or for the Company to perform its obligations hereunder or consummate the transactions contemplated herebyClosing. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ the Company and (assuming due authorization, execution and delivery by CompanyPurchaser) constitutes the a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms (subject except in all cases as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (bii) The None of the execution and delivery of this Agreement by Purchaserthe Company, the performance by the Company of its obligations hereunder, the consummation by Purchaser the Company of the transactions contemplated herebyCompany Share Issuance, and or compliance by Purchaser the Company with any of the terms or provisions of this Agreementhereof, will not (iA) violate any provision of the articles of incorporation Company Articles or code of regulations of Purchaser (assuming, with respect to the latter two Sixth Amended and Restated Bylaws of the foregoing representations, that this Agreement is properly approved and adopted by Company (the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), “Company Bylaws”) or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.4 2.2(d) are duly obtained and/or madeobtained, (Ax) violate any other Law, judgment, order, injunction or decree Law applicable to Purchaserthe Company, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser the Company or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (B)(x) and (B)(y) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellationaccelerations or creations which would not, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PurchaserEffect. (iii) The shares of Voting Common Stock to be issued hereunder have been validly authorized (subject to receipt of the Requisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect thereof. The shares of Non-Voting Common Equivalent Stock (A) to be issued hereunder and (B) for which the Warrant may be exercised, in each case, have been validly authorized (subject to receipt of the Requisite Stockholder Vote), when issued, will be validly issued, fully paid and nonassessable and free and clear of all Liens, and no current or past stockholder of the Company will have any preemptive right or similar rights in respect of any such issuance or exercise. Neither the Voting Common Stock nor the Non-Voting Common Equivalent Stock will be issued in violation of any applicable Law.

Authority; No Violation. (a) Purchaser Each of BancShares, FCB, and Merger Sub, as applicable, has full corporate power and authority to execute and deliver this Agreement Agreement, and FCB has full corporate power and authority to execute and deliver the Bank Merger Agreement, and in each case to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals hereby and the Purchaser Shareholder Approvalsthereby. The execution and delivery of this Agreement by each BancShares Party, the performance by each BancShares Party of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted and validly approved by the Board Boards of Directors of Purchaser to the extent required by applicable Laweach BancShares Party. The Board of Directors of Purchaser BancShares has determined that the consummation of the transactions contemplated hereby, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of BancShares and its stockholders, and has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger). The Board of Directors of FCB has determined that the Merger and the Second Step Merger, on the terms and conditions set forth in this Agreement, is are advisable and in the best interests of Purchaser FCB and its shareholders shareholder, has adopted and approved this Agreement and the transactions contemplated hereby (including the Merger and the Second Step Merger), and has directed that this Agreement be submitted to FCB’s shareholder for approval and has adopted a resolution to the foregoing effect. The Board of Directors of Merger Sub has determined that the Merger and the Second Step Merger, on the terms and conditions set forth in this Agreement, are advisable and in the best interests of Merger Sub and its shareholder, has adopted and approved this Agreement and the transactions contemplated hereby, hereby (including the issuance of shares of Purchaser Common Shares as merger considerationMerger and the Second Step Merger), and has directed that this Agreement be submitted to Purchasers shareholders Merger Sub’s shareholder for approval and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of the issuance of the shares of BancShares capital stock pursuant to this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ MeetingBancShares Meeting (the “Requisite BancShares Vote”), and (iii) the approval and adoption of the Bank Merger Agreement by the Board of Directors of FCB and the Bank Merger by Purchaser in its capacity BancShares as the FCB’s sole shareholder of Purchaser Bankshareholder, no other corporate proceedings on the part of Purchaser any BancShares Party are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each BancShares Party and (assuming due authorization, execution and delivery by CompanyCIT) constitutes the a valid and binding obligation of Purchasereach BancShares Party, enforceable against Purchaser each BancShares Party in accordance with its terms (subject except in all cases as such enforceability may be limited by the Enforceability Exceptions). The Bank Merger Agreement will be duly and validly executed and delivered by FCB and (assuming due authorization, execution and delivery by CIT Subsidiary Bank) will constitute a valid and binding obligation of FCB, enforceable against FCB in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of BancShares Class A Common Stock and New BancShares Preferred Stock to be issued in the Bankruptcy Merger have been validly authorized, and Equity Exception)when issued, will be validly issued, fully paid and nonassessable, and no current or past stockholder of BancShares will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by Purchasera BancShares Party, nor the execution, delivery, or performance of the Bank Merger Agreement by FCB, nor the consummation by Purchaser BancShares, Merger Sub, or FCB of the transactions contemplated herebyhereby or thereby (including the Merger, the Second Step Merger, and the Bank Merger), nor compliance by Purchaser BancShares, Merger Sub, or FCB with any of the terms or provisions of this Agreementhereof or thereof, will not (i) violate any provision of the articles BancShares Certificate of incorporation Incorporation, the BancShares Bylaws, the Merger Sub Certificate of Incorporation, the Merger Sub Bylaws, the FCB Articles of Incorporation, or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), FCB Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, any BancShares Party or any of its their Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser each BancShares Party or any of its their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser a BancShares Party or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflict, breach, default, termination, cancellation, acceleration breaches or creation as has not had and defaults that either individually or in the aggregate would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect on Purchaserthe BancShares Parties.

Authority; No Violation. (a) Purchaser The Seller has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject including the Offer and the Merger, and to comply with the provisions of this Agreement, subject, in the case of the Merger, to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsSeller Stockholder Approval. The approval, adoption, execution and delivery of this Agreement and Agreement, the consummation by the Seller of the transactions contemplated hereby have been duly, validly, and unanimously adopted and approved the compliance by the Board of Directors of Purchaser to Seller with the extent required by applicable Law. The Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption provisions of this Agreement and have been duly authorized by all necessary corporate action on the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval part of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ MeetingSeller, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other corporate proceedings on the part of Purchaser the Seller are necessary to approve authorize this Agreement, to comply with the terms of this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the Merger, to the Seller Stockholder Approval. The board of directors of the Seller, at a meeting duly called and held at which all directors of the Seller 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, and in the best interest of the Seller and its stockholders, (ii) approving the Offer and the Merger in accordance with the DGCL, (iii) approving this Agreement, (iv) recommending that the Seller Stockholders accept the Offer, tender their shares of Seller Common Stock into the Offer, approve the Merger and adopt this Agreement and (v) determining that each member of the Seller Compensation Committee approving any plan, program, agreement, arrangement, payment or benefit as an Employment Compensation Arrangement in order to satisfy the non-exclusive safe harbor under Rule 14d-10(d)(2) is an “independent director” within the meaning of Rule 4200(a)(15) of The NASDAQ Stock Market LLC (an “Independent Director”), which resolutions have not been rescinded, modified or withdrawn in any way. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ the Seller and (assuming due authorization, execution and delivery by Companythe Parent and the Purchaser) constitutes the valid and binding obligation obligations of Purchaserthe Seller, enforceable against Purchaser the Seller in accordance with its terms (subject to the Bankruptcy and Equity Exception)terms. (b) The Assuming that all consents, authorizations, permits, waivers and approvals referred to in Section 5.4 of the Seller Letter have been obtained and all registrations, declarations, filings and notifications described in Section 5.4 of the Seller Letter have been made and any waiting periods thereunder have terminated or expired, neither the execution and delivery of this Agreement by Purchaser, the Seller nor the consummation by Purchaser the Seller of the transactions contemplated hereby, including the Offer and the Merger, nor the compliance by Purchaser the Seller with any of the terms or provisions of this Agreement, do or will not (i) conflict with or violate any provision of the articles certificate of incorporation or code other organizational document of regulations of Purchaser (assuming, with respect to like nature or the latter two bylaws of the foregoing representationsSeller or any of its subsidiaries, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) conflict with or violate any other Lawstatute, law, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, the Seller or any of its Subsidiaries subsidiaries or by which any property or asset of the Seller or any of their respective properties its subsidiaries is bound or assets affected or (Biii) violate, conflict with, result in a any violation or breach of or any provision of or the loss of any benefit under, or constitute a change of control or default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give to others any right of termination termination, vesting, amendment, acceleration or cancellation underof, accelerate the performance required by, or result in the creation of any Lien a lien, security interest, charge or other Encumbrance upon any of the respective properties or assets of Purchaser the Seller or any of its Subsidiaries subsidiaries pursuant to, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Purchaser the Seller or any of its Subsidiaries subsidiaries is a party as issuer, guarantor or obligor, or by which any of them they or any of their respective properties or assets is may be bound or affected, except, with respect to clause (ii)iii) above, for any such violationconflicts, conflictviolations, breachbreaches, defaultdefaults, terminationrights, cancellationliens, acceleration security interests, charges, other Encumbrances or creation as has not had and entitlements which would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect on PurchaserEffect.

Authority; No Violation. (a) Each of Purchaser and Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, validly and unanimously adopted and approved by the Board of Directors of Purchaser to Purchaser, and the extent required by applicable Law. The Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders shareholders, and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers Purchaser’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby with respect to the issuance of Purchaser Common Stock in connection with the Merger pursuant to NASDAQ Listing Rule 5635 by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval a majority of the Articles Amendment by total votes cast in favor thereof (the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of “Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser BankShareholder Approval”), no other corporate proceedings on the part of Purchaser are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Purchaser and (assuming due authorization, execution and delivery by Company) constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by PurchaserAgreement, nor the consummation by Purchaser and Sub, as applicable, of the transactions contemplated hereby, and nor compliance by Purchaser with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation or code bylaws of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Purchaser, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree Law applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Purchaser Partners has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger and the Bank Mergers) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawPartners. The Board of Directors of Purchaser Partners has (i) determined that the Mergertransactions contemplated hereby, on the terms and conditions set forth in this Agreement, is are advisable, fair to and in the best interests of Purchaser Partners and its shareholders shareholders, (ii) adopted, approved and declared advisable this Agreement and the transactions contemplated hereby (including the Merger), (iii) has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers Partners’ shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting called and convened meeting of such shareholders, (iv) has adopted a resolution recommended that the shareholders of Partners approve this Agreement and the transactions contemplated hereby and (v) has approved resolutions to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of at least two-thirds of all of the votes entitled to be cast at the Partners Meeting by the holders of Purchaser Common Shares at shares entitled to vote thereon (the Purchaser Shareholders’ Meeting“Requisite Partners Vote”), (ii) the approval authorization of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption execution of the Bank Merger Agreement Agreements by the Boards of Directors of TBOD and VPB, as applicable, and the approval of the Bank Merger Agreements by Purchaser in its capacity Partners as the sole shareholder of Purchaser BankTBOD and VPB and (iii) if applicable, an advisory (non-binding) vote on the compensation that may be paid or become payable to Partners’ named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement, no other corporate proceedings on the part of Purchaser Partners are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Partners and (assuming due authorization, execution and delivery by CompanyLINK) constitutes the a valid and binding obligation of PurchaserPartners, enforceable against Purchaser Partners in accordance with its terms (subject to except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) The Neither the execution and delivery of this Agreement by Purchaser, Partners nor the consummation by Purchaser Partners of the transactions contemplated herebyhereby (including the Merger and the Bank Mergers), and nor compliance by Purchaser Partners with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Partners Certificate or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Partners Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Partners or any of its Subsidiaries or any of their respective properties or assets or (By) except as set forth in Section 3.3(b)(ii)(y) of the Partners Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Partners or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Partners or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserPartners. (c) The Board of Directors of TBOD has approved the TBOD Bank Merger Agreement. Partners, as the sole shareholder of TBOD, has approved the TBOD Bank Merger Agreement, and the TBOD Bank Merger Agreement has been duly executed by TBOD and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of TBOD, enforceable against TBOD in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions). (d) The Board of Directors of VPB has approved the VPB Bank Merger Agreement. Partners, as the sole shareholder of VPB, has approved the VPB Bank Merger Agreement, and the VPB Bank Merger Agreement has been duly executed by VPB and (assuming due authorization, execution and delivery by LINKBANK) constitutes a valid and binding obligation of VPB, enforceable against VPB in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) Purchaser HopFed has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawHopFed. The Board of Directors of Purchaser HopFed has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser HopFed and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers HopFed’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval a majority of the Articles Amendment by outstanding shares of HopFed Common Stock (the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting“Requisite HopFed Vote”), and (iii) the adoption and approval and adoption of the Bank Merger Agreement by Heritage Bank and the Bank Merger by Purchaser in HopFed as its capacity as the sole shareholder of Purchaser Bankshareholder, no other corporate proceedings on the part of Purchaser HopFed are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ HopFed and (assuming due authorization, execution and delivery by CompanyFirst Financial) constitutes the a valid and binding obligation of PurchaserHopFed, enforceable against Purchaser HopFed in accordance with its terms (subject to except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies (the “Enforceability Exceptions”)). (b) The Except as set forth on Section 3.3(b) of the HopFed Disclosure Schedule, neither the execution and delivery of this Agreement by Purchaser, HopFed nor the consummation by Purchaser HopFed of the transactions contemplated hereby, and including the Bank Merger, nor compliance by Purchaser HopFed with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation HopFed Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), HopFed Bylaws or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, HopFed or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, require any notice or consent under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser HopFed or any of its Subsidiaries underSubsidiaries, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser HopFed or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserHopFed. (c) Heritage Bank will have, within five days of the date of this Agreement, to adopt the Bank Merger Agreement, HopFed, as the sole shareholder of Heritage Bank, shall, promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement will be duly executed by Heritage Bank.

Authority; No Violation. (a) Purchaser Target has full corporate power and authority to execute and deliver this Agreement and, subject in the case of (i) the consummation of the Merger to the receipt of the Requisite Target Vote and (ii) the adoption and approval of the Bank Merger Agreement by Target as the sole shareholder of Target Bank (which Target shall effect promptly after the date hereof), to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted and validly approved by the Board board of Directors directors of Purchaser to the extent required by applicable LawTarget. The Board board of Directors directors of Purchaser has Target determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser Target and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers Target’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except meeting of such shareholders and, except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds the holders of all a majority of the votes outstanding shares of Target Common Stock entitled to be cast by holders of Purchaser Common Shares vote at the Purchaser Target Shareholders’ Meeting, Meeting (iithe “Requisite Target Vote”) and the adoption and approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity Target as the sole shareholder of Purchaser Target Bank, no other corporate proceedings on the part of Purchaser Target or Target Bank are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Target and (assuming due authorization, execution and delivery by CompanyParent and Merger Sub) constitutes the a valid and binding obligation of PurchaserTarget, enforceable against Purchaser Target in accordance with its terms (subject to except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (b) The Subject to the receipt of the Requisite Target Vote, neither the execution and delivery of this Agreement by PurchaserTarget, nor the consummation by Purchaser Target or any of its Subsidiaries, as applicable, of the transactions contemplated herebyhereby (including the Mergers and the Bank Merger), and nor compliance by Purchaser Target or any of its Subsidiaries with any of the terms or provisions hereof or any of this Agreementthe terms and provisions of any agreement contemplated hereby, will not (i) violate any provision of the articles Target Articles or the bylaws of incorporation Target or code the organizational documents of regulations any of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)its Subsidiaries, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or or made, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser, Target or any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Target or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Target or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound exceptor affected, with respect to except in the case of clause (ii)) above for such violations, any such violationconflicts, conflictbreaches, breachlosses, defaultdefaults, terminationterminations, cancellationcancellations, acceleration accelerations, or creation as has not had and Liens which would not reasonably be expectednot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PurchaserTarget.

Authority; No Violation. (a) Purchaser TCG has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawTCG. The Board of Directors of Purchaser TCG has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser TCG and its shareholders stockholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers shareholders TCG's stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval a majority of the Articles Amendment by outstanding shares of TCG Common Stock (the affirmative vote of at least two-thirds of all "Requisite TCG Vote") and the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, adoption and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity TCG as the sole shareholder stockholder of Purchaser ▇▇▇▇ ▇▇▇▇▇▇ Bank, no other corporate proceedings on the part of Purchaser TCG or any TCG Subsidiary are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ TCG and (assuming due authorization, execution and delivery by CompanyMB) constitutes the a valid and binding obligation of PurchaserTCG, enforceable against Purchaser TCG in accordance with its terms (subject to except in all cases as such enforceability may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions). (b) The Neither the execution and delivery of this Agreement by Purchaser, TCG nor the consummation by Purchaser TCG or any TCG Subsidiary of the transactions contemplated hereby, and nor compliance by Purchaser TCG or any TCG Subsidiary with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles TCG Certificate, the TCG Bylaws, or the organization or governing documents of incorporation any TCG Subsidiary (assuming the execution and delivery by MB and TCG of any supplemental indentures or code of regulations of Purchaser (assuming, with respect other documents required pursuant to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ MeetingSection 6.15), or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to PurchaserTCG, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser TCG or any of its Subsidiaries (each a "TCG Default") under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser TCG or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserTCG. (c) The Board of Directors of ▇▇▇▇ ▇▇▇▇▇▇ Bank has adopted the Bank Merger Agreement, TCG, as the sole stockholder of ▇▇▇▇ ▇▇▇▇▇▇ Bank, shall promptly hereafter approve the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by ▇▇▇▇ ▇▇▇▇▇▇ Bank.

Authority; No Violation. (a) Purchaser Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Mergers have been duly, validly, duly and unanimously adopted and validly approved by the Parent Board and the board of Directors directors of Purchaser to the extent required by applicable LawMerger Sub. The Parent Board of Directors of Purchaser has determined that the MergerMergers, on the terms and conditions set forth in this Agreement, is are in the best interests of Purchaser Parent and its shareholders shareholders, and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Parent Common Shares as merger consideration, Stock in connection with the Merger be submitted to Purchasers its shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting 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 approval and adoption of the issuance of Parent Common Stock pursuant to this Agreement and the transactions contemplated hereby by the affirmative vote a majority of at least two-thirds of all the votes entitled to be cast by holders of Purchaser outstanding Parent Common Shares Stock at the Purchaser Shareholders’ MeetingParent Meeting (the “Requisite Parent Vote”), (ii) the adoption and approval of the Articles Amendment Bank Merger Agreement by the affirmative vote board of at least two-thirds directors of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ MeetingParent Bank and Parent, as Parent Bank’s sole shareholder and (iii) the approval and adoption of resolutions to give effect to the Bank Merger Agreement and provisions of Section 6.12 in connection with the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser BankClosing, no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each of Parent and Merger Sub and (assuming due authorization, execution and delivery by Company) constitutes the a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms (subject except in all cases as such enforceability may be limited by the Enforceability Exceptions). Subject to the Bankruptcy receipt of the Requisite Parent Vote, the shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar rights in respect thereof. (b) The Subject to the receipt of the Requisite Parent Vote, neither the execution and delivery of this Agreement by PurchaserParent or Merger Sub, nor the consummation by Purchaser Parent or Merger Sub of the transactions contemplated hereby, and nor compliance by Purchaser Parent or Merger Sub with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Parent Charter, the Parent Bylaws, the Merger Sub Articles, or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (Ax) violate any other Lawlaw, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to PurchaserParent, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Parent or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)) above) for such violations, any such violationconflicts, conflictbreaches, breachdefaults, defaultterminations, terminationcancellations, cancellation, acceleration accelerations or creation as has not had and creations which would not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on Purchaserwith respect to Parent.

Authority; No Violation. (a) Purchaser Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Merger and the Bank Merger have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to Parent and the extent required by applicable LawBoard of Directors of Merger Sub. The Board of Directors of Purchaser Parent has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser Parent and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Parent Common Shares Stock in connection with the Merger as merger consideration, contemplated by this Agreement (the “Parent Stock Issuance”) be submitted to Purchasers Parent’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) The Board of Directors of Merger Sub has determined that the approval Merger, on the terms and adoption conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole stockholder and has adopted a resolution to the foregoing effect. Parent, as Merger Sub’s sole stockholder, has adopted and approved this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) written consent. Except for the approval of the Articles Amendment Parent Stock Issuance by the affirmative a vote of at least two-thirds the majority of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ MeetingParent Meeting (the “Requisite Parent Vote”), the adoption and (iii) the approval and adoption of the Bank Merger Agreement by Parent as Parent Bank’s sole shareholder, and the Bank Merger by Purchaser adoption of resolutions to give effect to the provisions of Section 6.10 in its capacity as connection with the sole shareholder of Purchaser BankClosing, no other corporate proceedings on the part of Purchaser Parent or Merger Sub are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each of Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes the a valid and binding obligation of Purchasereach of Parent and Merger Sub, enforceable against Purchaser each of Parent and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Parent Common Stock to be issued in the Merger have been validly authorized and, when issued (subject to the Bankruptcy approval of the Parent Stock Issuance by the holders of Parent Common Stock), will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of Parent will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by PurchaserParent or Merger Sub, nor the consummation by Purchaser Parent or Merger Sub of the transactions contemplated hereby, including the Merger and the Bank Merger, nor compliance by Purchaser Parent or Merger Sub with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Parent Articles, the Parent Bylaws, the Merger Sub Certificate or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Merger Sub Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to PurchaserParent, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Parent or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to except (in the case of clause (ii)y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserParent.

Authority; No Violation. (a) Purchaser MMLC II has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly, duly and unanimously adopted and validly approved by the MMLC II Board (acting upon the recommendation of Directors of Purchaser to the extent required by applicable LawMMLC II Special Committee). The MMLC II Board (acting upon the recommendation of Directors of Purchaser the MMLC II Special Committee) has unanimously (i) determined that the Merger, on (A) this Agreement and the terms of the Merger and conditions set forth in this Agreement, is the Transactions are advisable and in the best interests of Purchaser MMLC II and its shareholders existing stockholders and has (B) as of the Determination Date, the interests of MMLC II’s existing stockholders will not be diluted (as provided under Rule 17a-8 promulgated under the Investment Company Act) as a result of the Transactions, (ii) approved this Agreement and the Transactions, (iii) directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders MMLC II’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders (the “MMLC II Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of MMLC II adopt this Agreement (such recommendation, the “MMLC II Board Recommendation”). Except for (i) the approval and adoption receipt of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds the holders of a majority of all the votes outstanding shares of MMLC II Common Stock entitled to be cast by holders vote to adopt this Agreement at a duly held meeting of Purchaser Common Shares at MMLC II stockholders (the Purchaser Shareholders’ Meeting“MMLC II Requisite Vote”), (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger Transactions have been authorized by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other all necessary corporate proceedings action on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated herebyMMLC II. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ MMLC II and (assuming due authorization, execution and delivery by CompanyGSCR, and Adviser) constitutes the valid and binding obligation of PurchaserMMLC II, enforceable against Purchaser MMLC II in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) The Neither the execution and delivery of this Agreement by PurchaserMMLC II, nor the consummation by Purchaser MMLC II of the transactions contemplated herebyTransactions, and compliance by Purchaser with any of the terms or provisions nor performance of this AgreementAgreement by MMLC II, will not (i) violate any provision of the articles of incorporation MMLC II Charter or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)MMLC II Bylaws, or (ii) assuming that the consents, approvals approvals, filings and filings registrations referred to in Section 4.4 3.3(a) and Section 3.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, any of MMLC II or its Subsidiaries or any of their respective properties or assets Consolidated Subsidiary or (B) except as set forth on Section 3.3(b) of the MMLC II Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser MMLC II or any of its Subsidiaries Consolidated Subsidiary under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Purchaser MMLC II or any of its Subsidiaries Consolidated Subsidiary is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (iiii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration acceleration, consent, approval or creation as has not had and that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have be material to MMLC II and its Consolidated Subsidiary, taken as a Material Adverse Effect on Purchaserwhole. Section 3.3(b) of the MMLC II Disclosure Schedule sets forth, to MMLC II’s knowledge, any material consent fees payable by MMLC II or its Consolidated Subsidiary to a third party in connection with the Merger.

Authority; No Violation. (a) Purchaser SIC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted validly authorized and approved by the Board of Directors of Purchaser to the extent required by applicable LawSIC Board. The SIC Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is the issuance of the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of Purchaser SIC and its shareholders stockholders, has approved the SIC Matters and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, SIC Matters be submitted to Purchasers shareholders the SIC’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement the SIC Matters (i) with respect to the Merger and the transactions contemplated hereby Amended and Restated Charter, by the affirmative vote of the holders of a majority of the outstanding shares of SIC Common Stock, (ii) with respect to the Charter Amendment by the affirmative vote of the holders of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii2/3s) the approval of the Articles Amendment by the affirmative vote outstanding shares of at least two-thirds of all the votes entitled to be cast by holders of Purchaser SIC Common Shares at the Purchaser Shareholders’ MeetingStock, and (iii) with respect to the approval and adoption of the Bank Merger Agreement New Investment Advisory Agreement, the affirmative vote of the holders of the lesser of (A) 67% or more of the shares present (either in person or by proxy) at the SIC Stockholder Meeting and entitled to vote thereat and (B) a majority of the Bank Merger by Purchaser in its capacity as outstanding shares of SIC Common Stock at the sole shareholder of Purchaser BankSIC Stockholder Meeting (collectively, the foregoing (i), (ii) and (iii), the “SIC Stockholder Approval”), no other corporate proceedings on the part of Purchaser SIC are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares and the Settlement Shares or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ SIC and (assuming due authorization, execution and delivery by CompanyMCC) constitutes the valid and binding obligation of PurchaserSIC, enforceable against Purchaser SIC in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by Purchaser, SIC nor the consummation by Purchaser SIC of the transactions contemplated hereby, and nor compliance by Purchaser SIC with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation SIC Charter or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)SIC Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 5.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree Applicable Law applicable to Purchaser, SIC or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Purchaser SIC or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (iithe “SIC Contracts”), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Purchaser ▇▇▇▇▇▇▇ 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 transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger, the Bank Merger and the ▇▇▇▇▇▇▇ Certificate Amendment) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable Law▇▇▇▇▇▇▇. The Board of Directors of Purchaser ▇▇▇▇▇▇▇ has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser ▇▇▇▇▇▇▇ and its shareholders stockholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers shareholders ▇▇▇▇▇▇▇’▇ stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds the holders of all a majority of the votes outstanding shares of ▇▇▇▇▇▇▇ Common Stock entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meetingvote on this Agreement, (ii) the adoption and approval of the Articles ▇▇▇▇▇▇▇ Certificate Amendment by the affirmative vote of at least two-thirds the holders of all a majority of the votes outstanding shares of ▇▇▇▇▇▇▇ Common Stock entitled to be cast by holders of Purchaser Common Shares at vote thereon (the Purchaser Shareholders’ Meetingforegoing clauses (i) and (ii) collectively, and the “Requisite ▇▇▇▇▇▇▇ Vote”), (iii) the adoption, approval and filing of a Certificate of Designation with respect to the New ▇▇▇▇▇▇▇ Preferred Stock with the Delaware Secretary, (iv) the adoption and approval of the Bank Merger Agreement by the Board of Directors of ▇▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ Bank’s sole stockholder and (v) the Bank Merger by Purchaser adoption of resolutions to give effect to the provisions of Section 6.12 in its capacity as connection with the sole shareholder of Purchaser BankClosing, no other corporate proceedings on the part of Purchaser ▇▇▇▇▇▇▇ are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by CompanySterling) constitutes the a valid and binding obligation of Purchaser▇▇▇▇▇▇▇, enforceable against Purchaser ▇▇▇▇▇▇▇ in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of ▇▇▇▇▇▇▇ Common Stock and New ▇▇▇▇▇▇▇ Preferred Stock to be issued in the Merger have been validly authorized (subject to receipt of the Bankruptcy Requisite ▇▇▇▇▇▇▇ Vote), when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past stockholder of ▇▇▇▇▇▇▇ will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by Purchaser▇▇▇▇▇▇▇, nor the consummation by Purchaser ▇▇▇▇▇▇▇ of the transactions contemplated hereby, and including the Bank Merger, nor compliance by Purchaser ▇▇▇▇▇▇▇ with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation ▇▇▇▇▇▇▇ Certificate or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)▇▇▇▇▇▇▇ Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaser▇▇▇▇▇▇▇, any of its Subsidiaries or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser ▇▇▇▇▇▇▇ or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser ▇▇▇▇▇▇▇ or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (x) and (y) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Purchaser▇▇▇▇▇▇▇.

Authority; No Violation. (a) Purchaser Each of M&T and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals hereby and the Purchaser Shareholder Approvalsthereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly, validly, duly and unanimously validly adopted and approved by the Board of Directors of Purchaser to the extent required by applicable LawM&T and Merger Sub. The Board of Directors of Purchaser M&T has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser M&T and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers M&T’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) The Board of Directors of Merger Sub has determined that the approval Merger, on the terms and adoption conditions set forth in this Agreement, is in the best interests of Merger Sub and its sole shareholder and has adopted a resolution to the foregoing effect. M&T, as Merger Sub’s sole shareholder, has approved this Agreement and the transactions contemplated hereby at a duly held meeting or by unanimous written consent. Except for the approval of the issuance of M&T Common Stock pursuant to this Agreement by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser a majority of the outstanding M&T Common Shares Stock present in person or represented by proxy at the Purchaser Shareholders’ Meeting, M&T Shareholders Meeting (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Bank“M&T Shareholder Approval”), no other corporate proceedings on the part of Purchaser M&T or Merger Sub are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each of M&T and Merger Sub and (assuming due authorization, execution and delivery by Company▇▇▇▇▇▇) constitutes the valid and binding obligation of Purchasereach of M&T and Merger Sub, enforceable against Purchaser M&T and Merger Sub in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by PurchaserM&T or Merger Sub, nor the consummation by Purchaser M&T or Merger Sub of the transactions contemplated hereby, and nor compliance by Purchaser M&T or Merger Sub with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation M&T Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)M&T Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any other Lawlaw, judgment, order, injunction or decree applicable to PurchaserM&T, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser M&T or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser M&T or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expectedlikely, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.M&T.

Authority; No Violation. (a) Purchaser United has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject hereby and to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvalsperform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to United (the extent required by applicable Law“United Board”). The United Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated herebyhereby are in the best interests of United and its stockholders, including 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 shares of Purchaser United Common Shares Stock as merger consideration, Merger Consideration (the “Share Issuance”) and has directed that the Restated Charter and the Share Issuance be submitted to Purchasers shareholders United’s stockholders for approval and adoption a vote at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to meeting of such stockholders for such purposes (the foregoing effect“United Stockholders Meeting”). Except for (i) solely in the approval and case of the Restated Charter, for the adoption of this Agreement and the transactions contemplated hereby Restated Charter by the affirmative vote of at least two-thirds the holders of all a majority of the votes outstanding shares of United Common Stock, Class Pilot MEC Preferred Stock and Class IAM Preferred Stock, voting together as a single class, entitled to be cast by holders of Purchaser Common Shares at vote on such adoption (the Purchaser Shareholders’ Meeting“United Charter Stockholder Approval”), (ii) solely in the case of the Share Issuance, for approval of the Articles Amendment Share Issuance by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser a majority of the shares of United Common Shares Stock, Class Pilot MEC Preferred Stock and Class IAM Preferred Stock, represented in person or by proxy at the Purchaser Shareholders’ United Stockholders Meeting, voting together as a single class, as required by Rule 5635(a) of the NASDAQ Manual (the “United Share Issuance Stockholder Approval,” and, together with the United Charter Stockholder Approval, the “United Stockholder Approvals”) and (iii) solely in the approval and case of the Merger, for the adoption of the Bank Merger this Agreement and the Bank Merger by Purchaser in its capacity United as the sole shareholder stockholder of Purchaser BankMerger Sub, no other corporate proceedings on the part of Purchaser 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, Agreement or to consummate the transactions contemplated herebyhereby (except for the filing of the appropriate merger documents and the Restated Charter as required by the Delaware Law). This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ United and (assuming due authorization, execution and delivery by Companythe other parties hereto) constitutes the valid and binding obligation of PurchaserUnited, enforceable against Purchaser United in accordance with its terms (subject except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies). Without limiting the generality of the foregoing, at the Effective Time, the United Board shall have adopted a resolution that the Continental Directors who are elected to the Bankruptcy and Equity Exception)United Board at the Effective Time in accordance with Section 6.11(c) will be deemed to be “continuing directors” of United. (b) The Neither the execution and delivery of this Agreement by Purchaser, United and Merger Sub nor the consummation by Purchaser United and Merger Sub of the transactions contemplated hereby, and nor compliance by Purchaser United and Merger Sub with any of the terms or provisions of this Agreement, will not (i) assuming (solely in the case of the Restated Charter and the Share Issuance) that the United Stockholder Approvals are obtained, violate any provision of the articles United Charter or the United Bylaws or result in a Prohibited Transfer (as defined in the Restated Certificate of incorporation or code Incorporation of regulations of Purchaser (assumingUnited, with respect as in effect immediately prior to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Effective Time) or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (A) violate any order, injunction or decree issued by any court or agency of competent jurisdiction or other Lawlegal restraint or prohibition (an “Injunction”) or, assuming (solely in the case of the Restated Charter and Share Issuance) that the United Stockholder Approvals are obtained, any statute, code, ordinance, rule, regulation, judgment, order, injunction writ or decree applicable to PurchaserUnited, any of its the United Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancelation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser United or any of its the United Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, United License, license, lease, agreement or other instrument or obligation to which Purchaser United or any of its the United Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is may be bound or affected, except, with respect to in the case of clause (ii), any for such violationviolations, conflictconflicts, breachbreaches, defaultdefaults, terminationterminations, cancellationrights of termination or cancelation, acceleration accelerations or creation as has not had and Liens that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PurchaserUnited. Without limiting the generality of the foregoing, as of the date of this Agreement, United is not a party to, or subject to, any standstill agreement or similar agreement that restricts any Person from engaging in negotiations or discussions with United or from acquiring, or making any tender offer or exchange offer for, any equity securities issued by United or any United Voting Debt. (c) Merger Sub has full corporate or other requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Merger Sub. The Board of Directors of Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of Merger Sub and its sole stockholder, has approved this Agreement, recommended that its sole stockholder vote in favor of the adoption of this Agreement and directed that this Agreement be submitted to its sole stockholder for adoption. Except, solely in the case of the Merger, for the adoption of this Agreement by United as the sole stockholder of Merger Sub, no other corporate proceeding on the part of Merger Sub is necessary to approve or adopt this Agreement or to consummate the transactions contemplated hereby (except for the filing of the appropriate merger documents as required by Delaware Law). This Agreement has been duly and validly executed and delivered by Merger Sub and (assuming due authorization, execution and delivery by the other parties hereto) constitutes the valid and binding obligation of Merger Sub enforceable against Merger Sub in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies).

Authority; No Violation. (a) Each of Purchaser and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, validly and unanimously adopted and approved by the Board of Directors of Purchaser to and Merger Sub, and the extent required by applicable Law. The Board of Directors of Purchaser has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser and its shareholders shareholders, and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers Purchaser’s shareholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby (including the issuance of Purchaser Common Stock in connection with the Merger) by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast by holders on the issuance proposal, provided that a majority of the outstanding shares of Purchaser Common Shares at Stock on the record date are cast on the issuance proposal (the “Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser BankShareholder Approval”), no other corporate proceedings on the part of Purchaser are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. Neither Purchaser nor any of its Significant Subsidiaries has been charged as an entity with a federal crime relating to financial services by way of an indictment, filing of an information or a criminal complaint. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ each of Purchaser and Merger Sub and (assuming due authorization, execution and delivery by Company) constitutes the valid and binding obligation of Purchasereach of Purchaser and Merger Sub, enforceable against each of Purchaser and Merger Sub in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by PurchaserAgreement, nor the consummation by Purchaser and Merger Sub, as applicable, of the transactions contemplated hereby, and nor compliance by Purchaser with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles certificate of incorporation or code of regulations bylaws of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)or Merger Sub, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree Law applicable to Purchaser, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, by-law or other instrument or obligation to which Purchaser or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), for any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Purchaser Each of HRZN and Merger Sub has full all requisite corporate power and authority to execute and deliver this Agreement and and, subject to any HRZN Requisite Vote, to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly, duly and unanimously adopted and validly approved by the Board HRZN Board, including, after separate meetings and discussion, all of the Independent Directors of Purchaser to HRZN, and the extent required by applicable Lawboard of directors of Merger Sub. The Board HRZN Board, including, after separate meetings and discussion, all of the Independent Directors of Purchaser HRZN, has unanimously (i) determined that the Merger, on (A) this Agreement and the terms of the Merger and conditions set forth in this Agreement, is the Transactions are advisable and in the best interests of Purchaser HRZN and its shareholders and has (B) the interests of HRZN’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, (ii) approved the HRZN Matters, (iii) directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, HRZN Matters be submitted to Purchasers shareholders HRZN’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders (the “HRZN Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of HRZN adopt and approve the HRZN Matters (such recommendation, the “HRZN Board Recommendation”). Except for (i) obtaining from HRZN’s stockholders the approval and adoption of this Agreement HRZN Requisite Vote to approve the HRZN Matters, the Merger and the transactions contemplated hereby other Transactions have been authorized by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Bank, no other necessary corporate proceedings action on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated herebyHRZN. This Agreement has been duly and validly executed and delivered by ▇▇▇HRZN and ▇▇▇▇▇▇ Sub and (assuming due authorization, execution and delivery by CompanyMRCC, MRCC Advisor and HRZN Advisor) constitutes the valid and binding obligation of Purchasereach of HRZN and Merger Sub, enforceable against Purchaser each of HRZN and Merger Sub in accordance with its terms (subject to except as may be limited by the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by PurchaserHRZN or Merger Sub, nor the consummation by Purchaser HRZN or Merger Sub of the transactions contemplated herebyTransactions, and compliance by Purchaser with any of the terms or provisions nor performance of this AgreementAgreement by HRZN or Merger Sub, will not (i) violate any provision of the articles HRZN Charter, HRZN Bylaws or the bylaws or charter of incorporation Merger Sub or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, HRZN or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser HRZN or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Purchaser HRZN or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (iiii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration acceleration, consent, approval or creation as has not had and that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have be material to HRZN and its Consolidated Subsidiaries, taken as a Material Adverse Effect on Purchaserwhole. Section 4.3(b) of the HRZN Disclosure Schedule sets forth, to HRZN’s knowledge, any material consent fees payable to a third party in connection with the Mergers.

Authority; No Violation. (a) Purchaser Each of SIC and Merger Sub has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the transactions contemplated hereby; provided, that in the case of Merger Sub, this Agreement and the consummation of the transactions contemplated hereby is subject to the receipt approval and adoption of this Agreement by the Regulatory Approvals sole stockholder of Merger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and the Purchaser Shareholder Approvalsdelivery of this Agreement). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted validly authorized and approved by the Board SIC Board, acting upon recommendation of Directors of Purchaser to the extent required by applicable LawSIC Special Committee, and the Merger Sub Board. The Merger Sub Board of Directors of Purchaser has (i) determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) resolved to submit this Agreement to the sole stockholder of Merger Sub for its adoption, and (iv) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement. The SIC Board, acting upon the recommendation of the SIC Special Committee, has unanimously determined that the Merger, this Agreement, the issuance of shares the Merger Shares and the other transactions contemplated by this Agreement are advisable and in the best interests of Purchaser Common Shares as merger considerationSIC and its stockholders, has approved the SIC Matters and has directed that the SIC Matters be submitted to Purchasers shareholders the SIC’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “SIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement SIC Matters by the affirmative vote of the holders of a majority of the outstanding shares of SIC Common Stock (the “SIC Stockholder Approval”) at the SIC Stockholder Meeting and the Bank Merger approval by Purchaser SIC, in its capacity as the sole shareholder stockholder of Purchaser BankMerger Sub (which will occur via written consent in lieu of a meeting promptly following the execution and delivery of this Agreement), no other corporate proceedings on the part of Purchaser SIC or Merger Sub are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares or to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ SIC and Merger Sub (assuming due authorization, execution and delivery by CompanyMDLY) constitutes the valid and binding obligation of Purchasereach of SIC and Merger Sub, enforceable against Purchaser SIC and Merger Sub, as the case may be, in accordance with its terms (subject to the Bankruptcy and Equity Exception). (b) The Neither the execution and delivery of this Agreement by Purchaser, SIC or Merger Sub nor the consummation by Purchaser SIC or Merger Sub of the transactions contemplated hereby, and nor compliance by Purchaser SIC or Merger Sub with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation SIC Charter, SIC Bylaws, Merger Sub Certificate or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Merger Sub Bylaws, or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 5.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction or decree Applicable Law applicable to PurchaserMerger Sub, SIC or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets assets, or (B) except as would not, individually or in the aggregate, have a Material Adverse Effect on SIC, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Merger Sub, SIC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other instrument or obligation to which Purchaser Merger Sub, SIC or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except(collectively, with respect to clause (iithe “SIC Contracts”), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaser.

Authority; No Violation. (a) Purchaser The Acquiror has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyand, subject to obtaining the receipt of Acquiror Requisite Vote, consummate the Regulatory Approvals and the Purchaser Shareholder ApprovalsTransactions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser Acquiror Board. Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the extent required adoption and approval of the Transactions by applicable Lawthe Acquiror as the sole stockholder of Merger Sub, to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the board of directors of Merger Sub. The Acquiror Board (on the recommendation of Directors of Purchaser the Acquiror Special Committee) has unanimously (i) determined that (A) this Agreement and the Merger, on Mergers and the terms related Transactions are advisable and conditions set forth in this Agreement, is in the best interests of Purchaser the Acquiror and its shareholders stockholders and (B) the interests of the Acquiror’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved, adopted and declared advisable this Agreement and the Transactions (including the Merger and the Acquiror Matters), (iii) directed that the approval of the Acquiror Matters be submitted to the Acquiror’s stockholders at a duly held meeting of such stockholders (the “Acquiror Stockholders Meeting”) and (iv) resolved to recommend that the stockholders of the Acquiror approve the Acquiror Matters. The board of directors of Merger Sub has directed unanimously determined that this Agreement and the transactions contemplated herebyMergers and the related Transactions are advisable and in the best interests of Merger Sub; approved, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders for approval adopted and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of declared advisable this Agreement and the transactions contemplated hereby by Transactions (including the affirmative vote of at least two-thirds of all the votes entitled Merger); and resolved to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) recommend the approval of the Articles Amendment Transactions (including the Merger) by the affirmative vote of at least two-thirds of all Acquiror, in the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its Acquiror’s capacity as the sole shareholder stockholder of Purchaser BankMerger Sub. Except for receipt of the approval of the Acquiror Matters by at least a majority of the total votes cast by the holders of Acquiror Common Stock at the Acquiror Stockholders Meeting, no as determined in accordance with applicable Law and the rules and guidance of NASDAQ (the “Acquiror Requisite Vote”), and the approval of the Transactions by the Acquiror, as the sole stockholder of Merger Sub (which approval shall occur promptly following the execution of this Agreement), the Mergers and the other Transactions have been authorized by all necessary corporate proceedings action on the part of Purchaser are necessary to approve this Agreement, or to consummate the transactions contemplated herebyAcquiror and Merger Sub. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ the Acquiror and Merger Sub and, except for receipt of the Acquiror Requisite Vote and the approval of the Transactions by the Acquiror, as the sole stockholder of Merger Sub (and assuming due authorization, execution and delivery by Company) the Company and the Acquiror Adviser), this Agreement constitutes the valid and binding obligation of Purchasereach of the Acquiror and Merger Sub, enforceable against Purchaser each of the Acquiror and Merger Sub in accordance with its terms (subject to except as may be limited by the Bankruptcy and Equity Enforceability Exception). (b) The Neither the execution and delivery of this Agreement by Purchaserthe Acquiror and Merger Sub, nor the consummation by Purchaser the Acquiror or Merger Sub of the transactions contemplated herebyTransactions, and compliance by Purchaser with any of nor the terms or provisions performance of this AgreementAgreement by the Acquiror and Merger Sub, will not (i) violate any provision of the Acquiror Charter, the Acquiror Bylaws or the articles of incorporation or code bylaws of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Merger Sub or (ii) assuming that the consents, approvals and filings referred to in Section 4.3(a) and Section 4.4 are duly obtained and/or made, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to Purchaser, the Acquiror or any of its Consolidated Subsidiaries or any of their respective properties or assets or (B) except as Previously Disclosed, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser the Acquiror or any of its Consolidated Subsidiaries under, any of the terms, conditions or provisions of any notePermit, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Purchaser the Acquiror or any of its Consolidated Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (iiii)(B), any such violation, conflict, breach, loss, default, termination, cancellation, acceleration acceleration, consent, approval or creation as has not had and that would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect on Purchaserwhole.

Authority; No Violation. (a) Purchaser Mercantile Bankshares has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, validly and unanimously adopted and approved by the Board of Directors of Purchaser Mercantile Bankshares. On or prior to the extent required by applicable Law. The date hereof, and subject to Section 6.3, the Board of Directors of Purchaser Mercantile Bankshares has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of Purchaser Mercantile Bankshares and its shareholders stockholders and has directed that the Merger, on the terms and conditions set forth in this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger considerationAgreement, be submitted to Purchasers shareholders Mercantile Bankshares’s stockholders for approval and adoption consideration at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effect. Except meeting of such stockholders and, except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least the holders of two-thirds of all the votes outstanding shares of Mercantile Bankshares Common Stock entitled to be cast by holders of Purchaser Common Shares vote at the Purchaser Shareholders’ Meeting, (ii) the approval of the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser Banksuch meeting, no other corporate proceedings on the part of Purchaser Mercantile Bankshares are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Mercantile Bankshares and (assuming due authorization, execution and delivery by CompanyPNC) constitutes the valid and binding obligation of PurchaserMercantile Bankshares, enforceable against Purchaser Mercantile Bankshares 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 the Bankruptcy and Equity Exceptiongeneral principles of equity). (b) The Neither the execution and delivery of this Agreement by Purchaser, nor the consummation by Purchaser Mercantile Bankshares of the transactions contemplated herebycontemplated, and nor compliance by Purchaser Mercantile Bankshares with any of the terms or provisions of this Agreement, will not (i) violate any provision of the articles of incorporation Mercantile Bankshares Charter or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Mercantile Bankshares By-laws or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 3.4 are duly obtained and/or made, (A) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, injunction writ, decree or decree Injunction applicable to PurchaserMercantile Bankshares, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Mercantile Bankshares or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Mercantile Bankshares or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Purchaserbound.

Authority; No Violation. Except as set forth in Section 4.1(c) of the Kaneb Disclosure Schedule: (ai) Purchaser Each of the Kaneb Entities has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder ApprovalsKPP Unitholders Approval. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly, duly and unanimously adopted and validly approved by unanimous vote of the Board board of Directors directors of Purchaser to KPP GP, at a duly convened meeting thereof and by KPP GP, as the extent required by applicable Lawgeneral partner of KPP. The Board KPP GP, acting through its board of Directors of Purchaser has determined that the Mergerdirectors, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser and its shareholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, be submitted to Purchasers shareholders the KPP Unitholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such holders for the purpose of approving the KPP Merger and this Agreement (including any adjournment thereof, the "KPP UNITHOLDERS MEETING") and has adopted a resolution resolved to vote or cause to be voted at the foregoing effect. Except for (i) KPP Unitholders Meeting all of the approval and adoption KPP Units beneficially owned by it as of the date of this Agreement and the transactions contemplated hereby by the affirmative vote Agreement, or which it thereafter acquires, in favor of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, (ii) the approval of this Agreement, and, except for the Articles Amendment by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser in its capacity as the sole shareholder of Purchaser BankKPP Unitholders Approval, no other corporate proceedings on the part of Purchaser KPP or KPP GP are necessary to approve this Agreement, or Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ the each of the Kaneb Entities and (assuming due authorization, execution and delivery by Companythe VLI Entities) constitutes the a valid and binding obligation of Purchasereach of the Kaneb Entities, enforceable against Purchaser each of the Kaneb Entities in accordance with its terms (subject to the Bankruptcy and Equity Exception)terms. (bii) The Neither the execution and delivery of this Agreement by Purchaserthe Kaneb Entities, nor the consummation by Purchaser the Kaneb Entities of the transactions contemplated hereby, and nor compliance by Purchaser the Kaneb Entities with any of the terms or provisions of this Agreementhereof, will not (iA) violate any provision of the articles Kaneb Entities Organizational Documents or the organizational documents of incorporation or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)their Subsidiaries, or (iiB) assuming that the consents, consents and approvals and filings referred to in Section 4.4 4.1(d) are duly obtained and/or madeobtained, (Ax) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to Purchaserthe Kaneb Entities, any of its their respective Subsidiaries or, to the Kaneb Entities' Knowledge, the Kaneb Partially Owned Entities or any of their respective properties or assets or (By) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any Lien Encumbrance upon any of the respective properties or assets of Purchaser or the Kaneb Entities, any of its their respective Subsidiaries or, to the Kaneb Entities' Knowledge, the Kaneb Partially Owned Entities under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser or the Kaneb Entities, any of its KPP's Subsidiaries or, to the Kaneb Entities' Knowledge, the Kaneb Partially Owned Entities is a party party, or by which any of them they or any of their respective properties or assets is may be bound exceptor affected, with respect to except (in the case of clause (ii)B)(y) above) for such violations, any such violationconflicts, conflict, breach, default, termination, cancellation, acceleration breaches or creation as has not had and would not reasonably be expected, defaults which either individually or in the aggregate, to aggregate will not have a Material Adverse Effect on Purchaserthe Kaneb Entities or the Surviving Partnership.

Authority; No Violation. (a) Purchaser Dex has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation by Dex of the transactions contemplated hereby have been duly, validly, validly and unanimously adopted and approved by the Board of Directors of Purchaser to the extent required by applicable LawDex. The Board of Directors of Purchaser Dex has determined that this Agreement and the Merger, on the terms and conditions set forth in this Agreement, is transactions contemplated hereby are in the best interests of Purchaser Dex and its shareholders stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote (i) in favor of the adoption of this Agreement and (ii) to accept the Dex Pre-Pack Plan (the “Dex Recommendation”) and, subject to Section 6.12(c) hereof, has directed that this Agreement and the transactions contemplated hereby, by this Agreement (including the issuance of shares Newco Common Stock in connection with the SuperMedia Merger and the consummation of Purchaser Common Shares as merger consideration, the transactions contemplated by this Agreement through Chapter 11 Cases) be submitted to Purchasers shareholders Dex’s stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting and has adopted a resolution to the foregoing effectmeeting of such stockholders or as otherwise required by applicable law. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by this Agreement by the affirmative vote of a majority of all the votes entitled to be cast by holders of outstanding Dex Common Stock (the “Dex Stockholder Merger Approval”) or, if the Mergers are to be effected through Chapter 11 Cases with respect to Dex, the acceptance of the Dex Pre-Pack Plan by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser outstanding Dex Common Shares at Stock (the Purchaser Shareholders’ Meeting“Dex Stockholder Plan Approval”, and each of the Dex Stockholder Merger Approval and the Dex Stockholder Plan Approval, a “Dex Stockholder Approval”) and (ii) the adoption of this Agreement and approval of the Articles Amendment issuance of Newco Common Stock by the affirmative vote of at least two-thirds of all the votes entitled to be cast by holders of Purchaser Common Shares at the Purchaser Shareholders’ Meeting, and (iii) the approval and adoption of the Bank Merger Agreement and the Bank Merger by Purchaser Dex in its capacity as sole stockholder of Newco, which Dex shall effect promptly following the sole shareholder execution of Purchaser Bankthis Agreement, no stockholder vote or other corporate proceedings on the part of Purchaser Dex or any of its Subsidiaries are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated herebyhereby except for approval of the Board of Directors of Dex and certain of its Subsidiaries authorizing the commencement of any Chapter 11 Cases. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ Dex and (assuming due authorization, execution and delivery by CompanySuperMedia) constitutes the valid and binding obligation of PurchaserDex, enforceable against Purchaser Dex in accordance with its terms (subject to except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies). (b) Each of Newco and Merger Sub has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Board of Directors of each of Newco and Merger Sub has determined that this Agreement and the transactions contemplated hereby are in the best interests of its respective company and its stockholders, has adopted, approved and declared advisable this Agreement and recommended that its stockholders vote in favor of the adoption of this Agreement. Except for the approval of this Agreement by Newco in its capacity as sole stockholder of Merger Sub, which Newco shall effect promptly following the execution of this Agreement, no stockholder vote or other corporate proceedings on the part of the Merger Subs are necessary to authorize the execution and delivery of this Agreement by Purchaserthe Merger Subs and the consummation of the transactions contemplated hereby except for approval of the Board of Directors of each of the Merger Subs authorizing the commencement of any Chapter 11 Cases. This Agreement has been duly and validly executed and delivered by each of the Merger Subs and (assuming due authorization, execution and delivery by SuperMedia) constitutes the valid and binding obligation of each of the Merger Subs, enforceable against such Party in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies) (c) Neither the execution and delivery of this Agreement by Dex or the Merger Subs, nor the consummation by Purchaser Dex or the Merger Subs of the transactions contemplated hereby, and nor compliance by Purchaser Dex or the Merger Subs with any of the terms or provisions of this Agreement, will not (i) assuming the Dex Stockholder Merger Approval (or, if the Mergers are to be effected through Chapter 11 Cases with respect to Dex, the Dex Stockholder Plan Approval) is obtained, violate any provision of the articles Dex Charter or the Dex Bylaws or any equivalent organizational documents of incorporation or code of regulations of Purchaser any Dex Subsidiary (assuming, with respect to including the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting), Merger Subs) or (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are shall have been duly obtained and/or mademade prior to the Dex Effective Time and any waiting period required thereunder shall have been terminated or expired prior to the Dex Effective Time, (A) violate any other Law, judgment, order, injunction Law or decree Order applicable to PurchaserDex, any of its Subsidiaries Dex Subsidiary or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination termination, amendment or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Dex or any of its Subsidiaries Dex Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which Purchaser Dex or any of its Subsidiaries Dex Subsidiary is a party party, or by which any of them they or any of their respective properties or assets is may be bound exceptor affected, except for such violations, conflicts, breaches or defaults with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation as has not had and would ) that are not reasonably be expectedlikely to have, either individually or in the aggregate, to have a Material Adverse Effect on PurchaserDex. (d) Notwithstanding anything in this Agreement to the contrary, to the extent the accuracy of the representations and warranties of Dex and the Merger Subs set forth in this Section 4.3 is based on the accuracy of SuperMedia’s representations and warranties in Section 3.25, the representations and warranties of Dex and the Merger Subs in Section 4.3 shall be limited to the extent affected by any inaccuracy in Section 3.25.

Authority; No Violation. (a) Purchaser ▇▇▇▇▇ 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 transactions contemplated hereby, subject to the receipt of the Regulatory Approvals and the Purchaser Shareholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the Merger, the Bank Merger, the FRS Membership, the Busey Articles Amendment and the Busey Bylaw Amendment) have been duly, validly, duly and unanimously adopted and validly approved by the Board of Directors of Purchaser to the extent required by applicable LawBusey. The Board of Directors of Purchaser ▇▇▇▇▇ has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Purchaser Busey and its shareholders stockholders and has directed that this Agreement and the transactions contemplated hereby, including the issuance of shares of Purchaser Common Shares as merger consideration, hereby be submitted to Purchasers shareholders ▇▇▇▇▇’▇ stockholders for approval and adoption at a duly held Purchaser Shareholders’ Meeting meeting of such stockholders and has adopted a resolution to the foregoing effect. Except for (i) the approval and adoption of this Agreement and the transactions contemplated hereby by the affirmative vote of at least two-thirds the holders of all a majority of the votes outstanding shares of Busey Common Stock entitled to be cast by holders of Purchaser Common Shares at vote on this Agreement (the Purchaser Shareholders’ Meeting“Requisite Busey Merger Vote”), (ii) the approval of the Articles Amendment issuance of shares of Busey Common Stock in connection with the Merger by the affirmative vote of at least two-thirds the majority of all the votes entitled to be cast by the holders of Purchaser Busey Common Shares Stock at the Purchaser Shareholders’ MeetingBusey Meeting (the “Busey Share Issuance Vote” and, and together with the Requisite Busey Merger Vote, the “Requisite Busey Vote” ), (iii) the adoption, approval and filing of a Certificate of Designation with respect to the New Busey Preferred Stock with the Nevada Secretary, (iv) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Busey Bank and Busey as Busey Bank’s sole stockholder and (v) the Bank Merger by Purchaser adoption of resolutions to give effect to the provisions of Section 6.11 in its capacity as connection with the sole shareholder of Purchaser BankClosing, no other corporate proceedings on the part of Purchaser Busey are necessary to approve this Agreement, Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇ and (assuming due authorization, execution and delivery by CompanyCrossFirst) constitutes the a valid and binding obligation of PurchaserBusey, enforceable against Purchaser Busey in accordance with its terms (subject except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Busey Common Stock and New Busey Preferred Stock to be issued in the Bankruptcy Merger have been validly authorized, when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past stockholder of Busey will have any preemptive right or similar rights in respect thereof. (b) The Neither the execution and delivery of this Agreement by Purchaser▇▇▇▇▇, nor the consummation by Purchaser ▇▇▇▇▇ of the transactions contemplated hereby, including the Bank Merger and the FRS Membership, nor compliance by Purchaser ▇▇▇▇▇ with any of the terms or provisions of this Agreementhereof, will not (i) violate any provision of the articles of incorporation Busey Articles or code of regulations of Purchaser (assuming, with respect to the latter two of the foregoing representations, that this Agreement is properly approved and adopted by the shareholders of Purchaser at the Purchaser Shareholders’ Meeting)Busey Bylaws, or (ii) assuming that the consents, consents and approvals and filings referred to in Section 4.4 are duly obtained and/or madeobtained, (A) violate any other Lawstatute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction or decree applicable to PurchaserBusey, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event thatwhich, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Purchaser Busey or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Purchaser Busey or any of its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets is bound exceptmay be bound, with respect to clause except (ii)in the case of clauses (A) and (B) above) for such violations, any such violationconflicts, conflictbreaches or defaults which, breach, default, termination, cancellation, acceleration or creation as has not had and would not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PurchaserBusey.