Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Such Stockholder has full corporate organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement and the consummation by the Company performance of the transactions contemplated by this Agreement its obligations hereunder have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting governing authority of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate organizational proceedings on the part of the Company such Stockholder are necessary to approve this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company such Stockholder and (assuming the due authorization, execution and delivery by Parent and SubParent) this Agreement constitutes a valid and binding obligation of the Companysuch Stockholder, enforceable against the Company such Stockholder in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither subject to the Enforceability Exceptions. Neither the execution and delivery of this Agreement by the Companysuch Stockholder, nor the consummation by the Company such Stockholder of the transactions contemplated hereby, nor compliance by the Company such Stockholder with any of the terms or provisions hereof, will (ix) violate, conflict with or result in a breach of violate any provision of the Certificate governing documents of Incorporation or Bylaws of the Companysuch Stockholder, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xy) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company such Stockholder, or any of its Subsidiaries, or any of their respective properties or assets, or (yz) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both 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, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge or other encumbrance of any kind (each, a “Lien”) upon any of the properties or assets of the Company or any of its Subsidiaries under Subject Shares pursuant to 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 the Company or any of its Subsidiaries such Stockholder is a party, or by which the Company it or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (except, in the case of this clause (y) above) z), for such violationsmatters that would not, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on impair the Companyability of such Stockholder to perform its obligations under this Agreement.

Authority; No Violation. (a) The Company i3 has full all requisite corporate power and authority to execute and deliver this Agreement and and, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of i3 Common Stock, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Companyi3. Subject to the requirements of applicable law, the The Board of Directors of the Company i3 has declared this Agreement advisable and directed that this Agreement and the transactions contemplated hereby be submitted to the Company's i3’s stockholders for approval at a special meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote holders of a majority of the Company's stockholders and the filing outstanding shares of the Certificate of Mergeri3 Common Stock, no other corporate proceedings on the part of i3 (except for matters related to setting the Company date, time, place and record date for the special meeting) are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company i3 and (assuming the due authorization, execution and delivery by Parent ACE*COMM and SubMerger Sub of this Agreement) constitutes a valid and binding obligation of the Companyi3, enforceable against the Company i3 in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Schedule 3.03 hereto, neither None of the execution and delivery of this Agreement by the Companyi3, nor the consummation by the Company i3 of the transactions contemplated hereby, nor or compliance by the Company i3 with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Amended and Restated Certificate of Incorporation or Bylaws Amended and Restated By-Laws of the Companyi3, or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws (as defined in Section 9.13) applicable to the Company i3 or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under i3 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 the Company or any of its Subsidiaries i3 is a party, or by which the Company it or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (except, in the case of clause (y) above) for each case, where such violationsviolation, conflictsconflict, beaches breach, loss, default, termination, cancellation or defaults which, either individually or in the aggregate, will acceleration would not have a Material Adverse Effect on the Companyi3.

Authority; No Violation. (a) The Company Corporation has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyAgreement. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly and validly approved by the Board. The Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed unanimously (i) determined that this Agreement and the transactions contemplated hereby be submitted terms of the Merger and the related Transactions are advisable, fair to and in the Company's stockholders for approval at a meeting best interests of such stockholders the Corporation and the Corporation’s sole shareholder, (the "Company Stockholder Meeting"ii) approved, adopted and has voted to recommend to its stockholders that its stockholders approve and adopt declared advisable this Agreement and the transactions contemplated thereby andTransactions (including the Merger), except for and (iii) resolved to recommend the adoption approval of this Agreement the Transactions (including the Merger) by the requisite vote of the Company's stockholders Corporation’s sole shareholder. This Agreement and the filing of Transactions (including the Certificate of Merger) have been approved by the Corporation’s sole shareholder, no other and have otherwise been authorized by all necessary corporate proceedings action on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated herebyCorporation. This Agreement has been duly and validly executed and delivered by the Company Corporation and (assuming the due authorization, execution and delivery by Parent and Subthe other parties hereto) this Agreement constitutes a the valid and binding obligation of the CompanyCorporation, enforceable against the Company Corporation in accordance with its termsterms (except as may be limited by the Enforceability Exception). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyCorporation, nor the consummation of the Transactions, nor the performance of this Agreement by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofCorporation, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Corporation Organizational Documents or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, Corporation or (yB) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, whichan event that, with or without the giving of notice or lapse of time, or both 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, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under Corporation 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 the Company or any of its Subsidiaries Corporation is a party, party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (y) above) for ii), any such violationsviolation, conflictsconflict, beaches breach, loss, default, termination, cancellation, acceleration, consent, approval or defaults whichcreation that would not, either individually or in the aggregate, will not reasonably be expected to have a Material Adverse Effect on with respect to the CompanyCorporation.

Authority; No Violation. (a) The Company H▇▇▇▇▇ United has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the approval of this Agreement by the affirmative vote of a majority of the votes cast by the holders of the outstanding H▇▇▇▇▇ United Common Stock at the H▇▇▇▇▇ United Shareholders Meeting (the “H▇▇▇▇▇ United Required Vote”), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance and consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors all requisite corporate and, subject to obtainment of the Company. Subject to the requirements Required H▇▇▇▇▇ United Vote, shareholder action of applicable law, the Board of Directors of the Company has directed that this Agreement H▇▇▇▇▇ United and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate or shareholder proceedings on the part of the Company H▇▇▇▇▇ United are necessary pursuant to the H▇▇▇▇▇ United Certificate, H▇▇▇▇▇ United Bylaws, the NJCBA or otherwise to approve this Agreement or to perform and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company H▇▇▇▇▇ United and (assuming the due authorization, execution and delivery by Parent and Subthe other Parties) constitutes a valid and binding obligation of the CompanyH▇▇▇▇▇ United, enforceable against the Company H▇▇▇▇▇ United in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Schedule 3.03 heretoSection 4.3(b) of the H▇▇▇▇▇ United Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, H▇▇▇▇▇ United nor the performance and consummation by the Company H▇▇▇▇▇ United of the transactions contemplated hereby, nor compliance by the Company H▇▇▇▇▇ United with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation H▇▇▇▇▇ United Certificate, H▇▇▇▇▇ United Bylaws or Bylaws any of the Company, similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or H▇▇▇▇▇ United, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company H▇▇▇▇▇ United or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company H▇▇▇▇▇ United or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause clauses (x) and (y) above) for such violations, conflicts, beaches breaches, defaults or defaults other events which, either individually or in the aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on the CompanyH▇▇▇▇▇ United.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved and this Agreement duly adopted by the Company Board. The Company Board of Directors of has determined that the Company. Subject to Merger, on the requirements of applicable lawterms and conditions set forth in this Agreement, is in the Board of Directors best interests of the Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders ’s shareholders for approval at a duly held meeting of such stockholders (the "Company Stockholder Meeting") shareholders and has voted adopted a resolution to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except foregoing effect. Except for the adoption approval of this Agreement by the requisite affirmative vote of a majority of all the Company's stockholders and votes entitled to be cast by holders of outstanding Company Common Stock (the filing of the Certificate of Merger“Company Shareholder Approval”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubParent) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (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) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the Mergers or the other transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Company Articles, the Company Bylaws, or Bylaws similar documents of the Company, ’s Subsidiaries or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 3.4 are duly obtainedobtained and/or made, (xA) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writinjunction or decree issued, decree promulgated or injunction entered into by or with any Governmental Entity (each, a “Law”) applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, whichan event that, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, bylaw or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which the Company or any of its Subsidiaries them or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companyis bound.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the requisite vote of holders of Company Common Shares specified in paragraph (c) below and the filing and recordation of appropriate merger documents under applicable law, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement all necessary corporate action and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company (other than, in the case of this Agreement, the Company Stockholder Approval (as defined below) and the filing and recordation of appropriate merger documents as required by the DGCL) are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyMerger, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Incorporation, By-laws or Bylaws other organizational documents of the Company, Company or any of its Subsidiaries or (ii) assuming that the consents and approvals and waiting periods referred to in Section 3.04 hereof are duly obtainedobtained or satisfied, (x) violate any statutestatute (including Section 203 of the DGCL), code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any material benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both 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 lienLien (or have any of such results or effects, pledgeupon notice or lapse of time, security interest, charge or other encumbrance both) upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, permit, concession, franchise, or other instrument or obligation (“Contract”) to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties properties, assets or assets business activities may be bound or affected. (c) The vote of holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and the Merger is the adoption of this Agreement by (i) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Shares entitled to vote thereon, except (ii) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock not Beneficially Owned (as defined in the case Stockholders Agreement) by Parent and its affiliates and (iii) the affirmative vote or consent of clause Parent, as the holder of the outstanding share of Class B Common Stock (y) above) for such violationscollectively, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company“Company Stockholder Approval”).

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders ’s shareholders for approval and adoption at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby shareholders and, except for the approval and adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger’s shareholders, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubParent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as may be set forth in Schedule 3.03 heretoSection 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Articles of Incorporation or Bylaws of the CompanyCompany or the articles of incorporation, bylaws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective material properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Option Agreement (this Agreement and the Option Agreement, collectively, the "Company Documents") and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement each of the Company Documents and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the approval and adoption of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of Mergerthe Company Common Stock, no other corporate proceedings on the part of the Company are necessary to approve this Agreement the Company Documents and to consummate the transactions contemplated herebyhereby and thereby. This Agreement Each of the Company Documents has been duly and validly executed and delivered by the Company Company, and (assuming the due authorization, execution and delivery by Parent and SubBuyer) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Except as set forth in Schedule 3.03 heretoSection 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement the Company Documents by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws By-Laws of the CompanyCompany or the certificate of incorporation, by-laws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company FCN has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanyFCN. Subject to the requirements of applicable law, the The Board of Directors of the Company FCN has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyFCN's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of MergerFCN Common Stock, no other corporate proceedings on the part of the Company FCN are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company FCN and (assuming the due authorization, execution and delivery by Parent BANC ONE and SubNewco) constitutes a valid and binding obligation of the CompanyFCN, enforceable against the Company FCN in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, FCN nor the consummation by the Company FCN of the transactions contemplated hereby, nor compliance by the Company FCN with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the FCN Certificate of Incorporation or Bylaws of the Company, By-Laws or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company FCN or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company FCN or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company FCN or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults which, either individually or in the aggregate, will not have or be reasonably likely to have a Material Adverse Effect on the CompanyFCN.

Authority; No Violation. (a) The Company has full all necessary corporate power and authority to execute and deliver has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and each other agreement or instrument to be executed by the Company in connection herewith, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution hereby and delivery thereby, all of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement which have been duly and validly approved authorized by the Board of Directors of the Companyall requisite corporate action. Subject No other equityholder action, approval or vote is or shall be required to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and or any other Transaction Document to which the Company is or will be a party or to consummate any of the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders hereby or thereby. Each Transaction Document and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary agreement or instrument to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement be executed in connection herewith has been duly and validly authorized, executed and delivered by the Company and (assuming the due authorizationand, execution and delivery by Parent and Sub) constitutes constitutes, or will constitute when executed, as applicable, a valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (the “Enforceability Exceptions”). (b) Except as set forth in Schedule 3.03 heretoNeither the execution, neither the execution and delivery or performance of this Agreement by the Company, or any Transaction Document nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms hereby or provisions hereofthereby, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws Organizational Documents of the CompanyCompany or any of the Company Subsidiaries, (ii) assuming that the consents clearances and approvals referred to under applicable requirements of the Regulatory Laws set forth in Section 3.04 hereof are duly 8.1(a) of the Company Disclosure Schedule have been obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree regulation or injunction Judgment or other Law applicable to the Company or any of its Subsidiaries, Company Subsidiary or any of their respective assets or properties or assets, or (yiii) violate, conflict with, result in a breach (or an event which, with or without notice or lapse of time, or both, would constitute a breach) of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with or without notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation of, or any other change to any right or obligation under, or give rise to any right of non-renewal, modification, amendment, cancellation, acceleration of rent or payment or other change of any right or obligation or the loss of any benefit, any right or obligation or the payment of any penalty, require any notice to or consent or other action by any Person under, result in the right of any Person to payment or obligation of any other party thereto, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective assets, properties or assets other rights of the Company or any of its Subsidiaries Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which the Company or any of its Subsidiaries they or any of their respective assets, properties or assets other rights may be bound or affectedbound, except (except, in the case of clause each of clauses (yii) above) for such violationsand (iii), conflicts, beaches or defaults which, either individually or in the aggregate, will as would not reasonably be expected to have a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole.

Authority; No Violation. (a) The Company STI has full corporate power and authority to execute and deliver this Agreement and and, subject in the case of the consummation of the Merger to the STI Shareholder Approval (as defined below), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanySTI. Subject to the requirements of applicable law, the The Board of Directors of STI determined that the Company Merger is advisable and in the best interests of STI and its shareholders and has directed that the approval of the issuance of STI Common Stock pursuant to this Agreement and the transactions contemplated hereby be submitted to the CompanySTI's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby shareholders and, except for the adoption approval of the shareholders of STI of the issuance of STI Common Stock pursuant to this Agreement by (the requisite vote of the Company's stockholders and the filing of the Certificate of Merger"STI Shareholder Approval"), no other corporate proceedings on the part of the Company STI are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company STI and (assuming the due authorization, execution and delivery by Parent and SubNCF) constitutes a valid and binding obligation obligations of the CompanySTI, enforceable against the Company STI in accordance with its termsterms (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). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery by STI of this Agreement by the Company, nor the consummation by the Company STI of the transactions contemplated hereby, nor compliance by the Company STI with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation STI Articles or Bylaws of STI or the Company, governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or STI, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company STI or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company STI or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Except as set forth on Schedule 7.3(a) of the Price Disclosure Schedule, each member of the Price Group has full individual, limited liability company, partnership, trust or corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by all requisite limited liability company, partnership, trust or corporate action on the Board part of Directors each member of the Company. Subject to the requirements of applicable lawPrice Group, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other limited liability company, partnership, trust, corporate or similar proceedings on the part of any member of the Company Price Group are necessary to approve this Agreement and or to authorize or consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each member of the Company Price Group and (assuming the due authorization, execution and delivery of this Agreement by Parent and Subthe other parties hereto) constitutes a valid and binding obligation of each of member of the Company, Price Group enforceable against the Company each of them in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by any member of the CompanyPrice Group, nor the consummation by the Company of any of the transactions contemplated herebyhereby to be performed by them, nor compliance by the Company any of them with any of the terms or provisions hereofhereof or thereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Organizational Documents of Incorporation or Bylaws any member of the Company, Price Group or any of the Price Entities or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 7.4(a) and set forth on Schedule 7.4(a) of the Price Disclosure Schedule are duly obtained, (x) violate violate, conflict with or require any statutenotice, codefiling, ordinanceconsent, rule, regulation, judgment, order, writ, decree waiver or injunction applicable approval under any Applicable Law to which any member of the Company Price Group or any of its Subsidiaries, the Price Entities or any of their respective properties properties, contracts or assetsassets are subject, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with or without notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienEncumbrance upon the Transferred Entity Interests of such Person or any Lien upon the properties, pledge, security interest, charge contracts or other encumbrance upon assets of any of the properties Price Entities under, or assets of the Company require any notice, approval, waiver or any of its Subsidiaries under any of the termsconsent under, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries such entity is a party, or by which the Company or any of its Subsidiaries the Price Entities or any of their respective properties or assets assets, may be bound or affected, except (except, in the case of clause (x) and (y) above) for such violations), conflictsas would not, beaches or defaults which, either individually or in the aggregate, will not have a Price Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Each of the Acquiror Adviser and the Company Adviser (as applicable) has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyAgreement. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have has been duly and validly approved by the Board managing member of Directors each of the Company. Subject to the requirements of applicable law, the Board of Directors of Acquiror Adviser and the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders Adviser (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated herebyas applicable). This Agreement has been duly and validly executed and delivered by each of the Acquiror Adviser and the Company Adviser (as applicable) and (assuming the due authorization, execution and delivery by Parent the Company, the Acquiror and Merger Sub) this Agreement constitutes a the valid and binding obligation of each of the CompanyAcquiror Adviser and the Company Adviser (as applicable), enforceable against each of the Acquiror Adviser and the Company Adviser (as applicable) in accordance with its termsterms (except as may be limited by the Enforceability Exception). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by each of the CompanyAcquiror Adviser or the Company Adviser (as applicable), nor the consummation of the Transactions, nor the performance of this Agreement by each of the Acquiror Adviser or the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofAdviser (as applicable), will (i) violate, conflict with or result in a breach of violate any provision of the Certificate certificate of Incorporation or Bylaws formation of the Company, Acquiror Adviser or the Company Adviser (as applicable) or the limited liability company agreement of the Acquiror Adviser or the Company Adviser (as applicable) or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Acquiror Adviser or the Company or any of its Subsidiaries, or any of their respective properties or assets, Adviser (as applicable) or (yB) except as set forth in any Contract that was Previously Disclosed, violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, whichan event that, with or without the giving of notice or lapse of time, or both 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, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Acquiror Adviser or the Company or any of its Subsidiaries under Adviser (as applicable) 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 the Acquiror Adviser or the Company or any of its Subsidiaries Adviser (as applicable) is a party, party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (y) above) for ii)(B), any such violationsviolation, conflictsconflict, beaches breach, loss, default, termination, cancellation, acceleration, consent, approval or defaults whichcreation that would not, either individually or in the aggregate, will not reasonably be expected to have a Material Adverse Effect on with respect to the CompanyAcquiror Adviser or the Company Adviser (as applicable). (c) No consents or approvals of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution, delivery or performance of this Agreement by each of the Acquiror Adviser or the Company Adviser (as applicable), except for any such consents, approvals, filings or registrations that the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror Adviser or the Company Adviser (as applicable).

Authority; No Violation. (a) The Company FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement contemplates have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement FNB and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings approvals on the part of the Company FNB are necessary to approve this Agreement and to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by the Company and (FNB and, assuming the due authorization, execution and delivery by Parent and Sub) ANNB, constitutes a the valid and binding obligation of the CompanyFNB, enforceable against the Company FNB 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. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyFNB, nor the consummation by the Company FNB of the transactions contemplated herebythis Agreement contemplates, nor compliance by the Company FNB with any of the terms or provisions hereofof this Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation FNB Charter or the FNB Bylaws of the Company, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company or FNB, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underprovision of, constitute a default (default, or any event, an event which, with notice or lapse of time, or both both, would constitute a default) , under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company FNB or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company FNB or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults whichwith respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyFNB.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to the approval of this Agreement by the Required Company Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors all necessary corporate action of the Company. Subject , and no other corporate and no shareholder proceedings (subject, in the case of the consummation of the Merger, to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings Required Company Vote) on the part of the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company, Company or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 3.04 hereof 4.4 are duly obtainedobtained or satisfied, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties properties, rights or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any lienLien (or have any of such results or effects upon notice or lapse of time, pledge, security interest, charge or other encumbrance both) upon any of the properties respective properties, rights or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of (1) any material leases or related agreements related to stores or other facilities operated by either of the Bank Subsidiaries or any of their affiliates or (2) any note, bond, mortgage, indenture, deed of trust, license, leaselease (other than such leases covered by clause (y)(1) above), agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause clauses (yi) above(to the extent relating to Subsidiaries) or (ii), for such violations, conflicts, beaches breaches, defaults or defaults whichother events which would not reasonably be expected to have, either individually or in the aggregate, will not have a Material Adverse Effect on the Company. (c) In accordance with Section 14A:11-1 of the NJBCA, no appraisal or dissenters’ rights shall be available to holders of the Company Common Stock in connection with the Merger.

Authority; No Violation. (a) The Company Fifth Third has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanyFifth Third. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no No other corporate proceedings on the part of Fifth Third, including approval of the Company shareholders of Fifth Third, are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Fifth Third and (assuming the due authorization, execution and delivery by Parent and SubFirst National Bankshares) constitutes a valid and binding obligation obligations of the CompanyFifth Third, enforceable against the Company Fifth Third in accordance with its termsterms (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). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery by Fifth Third of this Agreement by the Company, nor the consummation by the Company Fifth Third of the transactions contemplated hereby, nor compliance by the Company Fifth Third with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Fifth Third Articles or Code of Incorporation Regulations of Fifth Third or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Fifth Third, or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or Fifth Third, any of its Subsidiaries under or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or Fifth Third, any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (yii) above) for such violations, conflicts, beaches breaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyFifth Third.

Authority; No Violation. (a) The Company Contributor has full individual, limited liability company, partnership, trust or corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by all requisite limited liability company, partnership, trust or corporate action on the Board of Directors part of the Company. Subject to the requirements of applicable lawContributor, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other limited liability company, partnership, trust, corporate or similar proceedings on the part of the Company Contributor are necessary to approve this Agreement and or to authorize or consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Contributor and (assuming the due authorization, execution and delivery of this Agreement by Parent and Subthe other parties hereto) constitutes a valid and binding obligation of the Company, such Contributor enforceable against each of the Company Contributor in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyContributor, nor the consummation by the Company of any of the transactions contemplated herebyhereby to be performed by it, nor compliance by the Company it with any of the terms or provisions hereofhereof or thereof, will will, as applicable, (i) violate any provision of the Organizational Documents, if any, of the Contributor, (ii) violate, conflict with or result in a breach of require any provision of notice, filing, consent, waiver or approval under any Applicable Law to which the Certificate of Incorporation Contributor is subject, or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyContributor's Equity Interests.

Authority; No Violation. (a) The Subject Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Subject Company Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no Partners. No other corporate proceedings on the part of the Subject Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Subject Company and (assuming the due authorization, execution and delivery by Parent and SubHolding) constitutes a valid and binding obligation of the Subject Company, enforceable against the Subject Company in accordance with its terms. (b) Except as set forth in Schedule 3.03 heretoThe Shareholder represents and warrants that this Agreement has been duly and validly executed and delivered by it and (assuming due authorization, neither execution and delivery by Parent and Holding) constitutes a valid and binding obligation of it, enforceable against it to the extent applicable to it. (c) Neither the execution and delivery of this Agreement by the Company, Subject Company nor the consummation by the Subject Company of the transactions contemplated hereby, nor compliance by the Subject Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws of Subject Company or any of the Company, similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Subject Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underprovision of, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Subject Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Subject Company or any of its Subsidiaries is a partyparty which will remain in full force and effect at the Effective Time, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (affected or result in the case termination of clause or a right of termination or cancellation of any such note, bond, mortgage, deed of trust, license, lease, agreement or instrument or obligation. (yd) above) for such violationsThe Shareholder represents and warrants that neither the execution and delivery of this Agreement by it nor the consummation by it of the transactions contemplated hereby, conflicts, beaches nor compliance by it with any of the terms or defaults which, either individually or in the aggregateprovisions hereof, will not have a Material Adverse Effect on (i) violate any provision of the Companygoverning documents of the Shareholder or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to it any of its properties or assets.

Authority; No Violation. (a) The Company NPB has full corporate power and authority to execute and deliver this Agreement and and, except for the receipt of the approval of this Agreement by the shareholders of NPB, to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery of this Agreement by NPB and the consummation by the Company NPB of the transactions contemplated by this Agreement Contemplated Transactions have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby NPB by unanimous vote and, except for the adoption of this Agreement approval by the requisite vote shareholders of NPB as required by the Company's stockholders and the filing of the Certificate of MergerBCL, no other corporate proceedings on the part of the Company NPB are necessary to approve this Agreement and to consummate the transactions contemplated herebyMerger. The affirmative vote of a majority of the votes cast by the holders of NPB Common Stock at the NPB Shareholders Meeting is sufficient to adopt this Agreement. This Agreement has been duly and validly executed and delivered by NPB and constitutes the Company and (assuming the due authorization, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the CompanyNPB, enforceable against the Company NPB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (b) Except as set forth in Schedule 3.03 hereto, neither None of (i) the execution and delivery of this Agreement by NPB, subject to receipt of approvals from the CompanyRegulatory Authorities referred to in Section 4.04 hereof and NPB's and KNBT's compliance with any conditions contained therein, nor (ii) the consummation by the Company of the transactions contemplated herebyContemplated Transactions, nor and (iii) compliance by the Company NPB with any of the terms or provisions hereof, will : (iA) violate, conflict with or result in a breach of any provision of the Certificate respective articles of Incorporation incorporation, articles of association or Bylaws bylaws of the Company, NPB or any NPB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company NPB or any of its Subsidiaries, NPB Subsidiary or any of their respective properties or assets, or ; or (yC) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company NPB or any of its Subsidiaries under NPB Subsidiary under, any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which the Company NPB or any of its Subsidiaries NPB Subsidiary is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except excluding from clauses (in the case of clause B) and (yC) above) for such conflicts, violations, conflictsbreaches, beaches defaults or defaults other events which, either individually or in the aggregate, will would not have a Material Adverse Effect on the CompanyNPB.

Authority; No Violation. (a) The Company HBE has full corporate power and authority to execute and deliver each of this Agreement, the Plan of Merger and the HBE Stock Option Agreement and, subject to shareholder and regulatory approvals, to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement, the Plan of Merger and the HBE Stock Option Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly approved by the Board of Directors of the CompanyHBE. Subject to the requirements of applicable law, the The Board of Directors of the Company HBE has directed that this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby be submitted to the CompanyHBE's stockholders shareholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby shareholders and, except for the adoption of this Agreement and the Plan of Merger by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of MergerHBE Common Stock, no other corporate proceedings on the part of the Company HBE are necessary to approve this Agreement, the Plan of Merger and the HBE Stock Option Agreement and to consummate the transactions contemplated herebyhereby and thereby. This Agreement has and the HBE Stock Option Agreement have been duly and validly executed and delivered by the Company HBE and (assuming the due authorization, execution and delivery by Parent SFS) constitute valid and Sub) constitutes binding obligations of HBE, enforceable against HBE in accordance with their respective terms. Furthermore, the Plan of Merger, when executed and delivered by HBE and (assuming due authorization, execution and delivery by SFS), shall constitute a valid and binding obligation of the CompanyHBE, enforceable against the Company HBE in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has Each of NGP, Newco and NGOP have full corporate or limited partnership 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 by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved authorized by the Board of Directors of the Company. Subject to the requirements of applicable lawall necessary corporate, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings limited partnership or similar action on the part of each of NGP, Newco or NGOP, and no other corporate or limited partnership action on the Company are part of NGP, Newco or NGOP is necessary to approve this Agreement and to or authorize or consummate the transactions contemplated herebyhereby (other than the consents and approvals listed on Schedule 9.3 of the NGP Disclosure Schedule). This Agreement has been duly and validly executed and delivered by the Company NGP, Newco and NGOP and (assuming the due authorization, execution and delivery of this Agreement by Parent and Subeach of the other parties hereto) constitutes a valid and binding obligation of the Companyeach of NGP, Newco and NGOP, enforceable against the Company each in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyNGP, Newco or NGOP nor the consummation by the Company any of them of the transactions contemplated herebyhereby to be performed by them, nor compliance by the Company NGP, Newco or NGOP with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Organizational Document of Incorporation NGP, Newco or Bylaws of the CompanyNGOP, or (ii) assuming that the consents and approvals referred to in Section 3.04 Schedule 9.3 hereof are duly obtained, (x) violate violate, conflict with or require any statutenotice, codefiling, ordinanceconsent or approval under any Applicable Law to which NGP, rule, regulation, judgment, order, writ, decree Newco or injunction applicable to the Company or any of its Subsidiaries, NGOP or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties properties, contracts or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companyare subject.

Authority; No Violation. (a) The Company has the full corporate power and authority to execute and deliver this Agreement Agreement, the other documents required to be executed and delivered by the Company pursuant to this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of each of this Agreement and the other documents required to be executed and delivered by the Company pursuant to this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly approved by the Board board of Directors directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or any other documents required to consummate the transactions contemplated hereby. This Agreement has been duly and validly be executed and delivered by the Company pursuant to this Agreement or to consummate the transactions contemplated hereby and (assuming the due authorization, execution thereby. The Company has duly executed and delivery by Parent delivered this Agreement and Sub) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to creditors’ rights and general equity principles. At or prior to the Closing, the Company will duly execute and deliver each other document required to be executed and delivered by it pursuant to this Agreement and such other documents shall constitute binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to creditors’ rights and general equity principles. The Company has legally available funds under Section 160 of the Delaware General Corporation Law from which to purchase the Seller Shares. (b) Except as set forth in Schedule 3.03 heretoThe execution, neither delivery and performance by the execution and delivery Company of this Agreement and the other documents required to be executed and delivered by the CompanyCompany pursuant to this Agreement, nor and the consummation by the Company of the transactions contemplated herebyhereby and thereby, nor compliance by the Company with any of the terms or provisions hereof, do not and will not (i) violaterequire any authorization, conflict with consent, waiver, approval, exemption, permit or result in a breach order of or other action by, or notice or declaration to, or filing with, any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate Governmental Entity under any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company or any of its Subsidiariesassets, except for any filings required to be made under the Exchange Act, or any regulations promulgated thereunder, and except for any filings required to be made with, or any authorization, consent, waiver, approval, exemption, permit or order required to be obtained from, the Federal Energy Regulatory Commission in connection with the Financing, (ii) violate any provision of the certificate of incorporation or by-laws of the Company, (iii) violate any Law, Permit or Judgment applicable to the Company, or any of their respective its properties or assets, or give any Governmental Entity (yother than the Federal Energy Regulatory Commission in connection with the Financing) the right to challenge any of the transactions contemplated by this Agreement or (iv) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement (written or oral) or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case under that certain Credit Agreement, dated as of clause (y) above) for such violationsDecember 23, conflicts2003, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on by and among the Company, NRG Power Marketing, Inc., the Lenders party thereto, Credit Suisse First Boston, acting through its Cayman Islands Branch, L▇▇▇▇▇ Brothers Inc., as joint lead book runners and joint lead arrangers, Credit Suisse First Boston, acting though its Cayman Islands Branch, as administrative agent, General Electric Capital Corporation, as revolver agent, and L▇▇▇▇▇ Commercial Paper Inc., as syndication agent, which consent is a condition to the obligation of the Company to consummate the transactions contemplated by this Agreement (the “Bank Consent”).

Authority; No Violation. (a) The Company Such Seller has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement and the consummation by the Company performance of the transactions contemplated by this Agreement such Seller’s obligations hereunder have been duly and validly authorized and approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") Seller and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company such Seller are necessary to approve authorize the execution, delivery and performance of this Agreement and to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by the Company such Seller and (constitutes, assuming the due authorization, execution and delivery of this Agreement by Parent and Sub) constitutes each of the other parties hereto, a valid and binding obligation of the Companysuch Seller, enforceable against the Company such Seller in accordance with its their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, such Seller nor the consummation by the Company such Seller of the transactions contemplated hereby, nor compliance by the Company such Seller with any of the terms or provisions hereof, will (i) violatewill, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 3.4 are duly obtained, (xi) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the such Seller, Company or any of its Subsidiaries, Company Subsidiary or any of their respective properties or assets, assets or (yii) violate, conflict with, result in a material breach of any provisions provision of or the loss of any material benefit under, constitute a material default (or any event, an event which, with notice or lapse of time, or both both, would constitute a material default) under, result in the termination of or a right of termination or cancellation underunder or in any material payment conditioned, in whole or in part, on a change of control of Company or approval or consummation of transactions of the type contemplated hereby, accelerate the performance required byby or rights or obligations under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the Company Common Stock or of the respective material properties or assets of the such Seller, Company or any of its Subsidiaries under Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which the such Seller, Company or any of its Subsidiaries Company Subsidiary is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties material properties, assets or assets business activities may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Mergerstockholders, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubParent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Except as may be set forth in Schedule 3.03 heretoSection 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Articles of Incorporation or Bylaws of the CompanyCompany or the articles of incorporation, bylaws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders ’s shareholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby shareholders and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger’s shareholders, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubParent) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as may be set forth in Schedule 3.03 heretoSection 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Articles of Incorporation or Bylaws of the CompanyCompany or the articles of incorporation, bylaws or similar governing documents of any of its Subsidiaries, or (ii) assuming that the consents and approvals referred to in Section 3.04 4.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective material properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective material properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebythis Agreement contemplates. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement contemplates have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement FNB and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings approvals on the part of the Company FNB are necessary to approve this Agreement and to consummate the transactions contemplated herebyAgreement. This Agreement has been duly and validly executed and delivered by the Company and (FNB and, assuming the due authorization, execution and delivery by Parent and Sub) PVFC, constitutes a the valid and binding obligation of the CompanyFNB, enforceable against the Company FNB 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. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyFNB, nor the consummation by the Company FNB of the transactions contemplated herebythis Agreement contemplates, nor compliance by the Company FNB with any of the terms or provisions hereofof this Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation FNB Charter or the FNB Bylaws of the Company, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 4.4 are duly obtainedobtained and/or made and are in full force and effect, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company or FNB, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underprovision of, constitute a default (default, or any event, an event which, with notice or lapse of time, or both both, would constitute a default) , under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company FNB or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company FNB or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults whichwith respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyFNB.

Authority; No Violation. (ai) The Company has full all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and and, subject, with respect the consummation of the Merger, to the receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation performance by the Company of its obligations hereunder and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly approved authorized by the Board of Directors of the Company (the “Company Board”) and all other necessary corporate action on the part of the Company. Subject , other than, with respect to the requirements consummation of applicable lawthe Merger, the Board of Directors receipt of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders Required Vote and the filing of the Certificate of MergerMerger with the Office of the Secretary of State of the State of Delaware, and no other corporate proceedings on the part of the Company are necessary to approve authorize this Agreement and to consummate or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorizationconstitutes, subject to execution and delivery by Parent and Merger Sub) constitutes , a valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”) to the extent applicable thereto). (bii) Except as set forth in Schedule 3.03 hereto, neither the The execution and delivery by the Company of this Agreement does not, and, except as described in Section 3.1(c)(iii), the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will not (iA) violate, conflict with or result in a any violation or breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiariesof, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (with or any event, which, with without notice or lapse of time, or both would constitute a defaultboth) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation underto the loss of a benefit under any Contract, accelerate permit, concession, franchise or right binding upon the performance required by, Company or any Subsidiary of the Company or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of the Company or any Subsidiary of its Subsidiaries under the Company, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Organizational Documents of the Company or any Subsidiary of the Company or (C) conflict with or result in any violation of any Laws applicable to the Company or any Subsidiary of the Company or any of their respective properties or assets, other than in the termscase of clauses (A), conditions (B) (with respect to Subsidiaries of the Company) and (C), as has not had and would not reasonably be expected to, individually or provisions in the aggregate, (x) have a Company Material Adverse Effect or (y) prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger. (iii) Except for (A) the applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”), (B) required filings or approvals under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) any notefilings or approvals required under the rules and regulations of the NYSE and (D) the filing of the Certificate of Merger with, bondand the acceptance for record of the Certificate of Merger by, mortgagethe Office of the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, indentureno consent, deed of trustapproval, licenseorder or authorization of, leaseor registration, agreement declaration or other instrument filing with, any Governmental Entity is required by or obligation with respect to which the Company or any of its Subsidiaries is a party, or in connection with the execution and delivery of this Agreement by which the Company or any the consummation by the Company of its Subsidiaries or any of their respective properties or assets may be bound or affectedthe transactions contemplated hereby, except (in the case of clause (y) above) for such violationsconsents, conflictsapprovals, beaches orders, authorizations, registrations, declarations or defaults whichfilings that, either if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, will not have a Company Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company CMTY has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery of this Agreement by CMTY and the consummation by the Company CMTY of the transactions contemplated by this Agreement Contemplated Transactions (including, without limitation, the issuance of the Adjusted PRFS Options) have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby CMTY by unanimous vote and, except for the adoption of this Agreement approval by the requisite vote shareholders of the Company's stockholders CMTY as required by Nasdaq and the filing of the Certificate of MergerBCL, no other corporate proceedings on the part of the Company CMTY are necessary to approve this Agreement and to consummate the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by CMTY and, subject to receipt of approval of the Company shareholders of CMTY and (assuming the due authorizationrequired approvals of Regulatory Authorities described in Section 4.04 hereof, execution and delivery by Parent and Sub) constitutes a the valid and binding obligation of the CompanyCMTY, enforceable against the Company CMTY in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Except as set forth Subject to (i) receipt of approvals from the Regulatory Authorities referred to in Schedule 3.03 heretoSection 4.04 hereof, neither (ii) receipt of the approval of the shareholders of CMTY with respect to the Contemplated Transactions and the Articles Amendment and (iii) CMTY’s and PRFS’s compliance with any conditions contained therein, the execution and delivery of this Agreement by the CompanyCMTY, nor the consummation by the Company of the transactions contemplated herebyContemplated Transactions, nor and compliance by the Company CMTY or any CMTY Subsidiary with any of the terms or provisions hereof, do not and will not: (iA) violate, conflict with or result in a breach of any provision of the Certificate respective articles of Incorporation incorporation, articles of association or Bylaws bylaws of the Company, CMTY or any CMTY Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company CMTY or any of its Subsidiaries, CMTY Subsidiary or any of their respective properties or assets, or ; or (yC) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of, or acceleration of or a right of termination or cancellation under, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company CMTY or any of its Subsidiaries under CMTY Subsidiary under, any of the terms, terms or conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which the Company CMTY or any of its Subsidiaries CMTY Subsidiary is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except excluding from clauses (in the case of clause B) and (yC) above) for any such violations, conflicts, beaches or defaults items which, either individually or in the aggregate, will would not have a Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company MGIC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanyMGIC. Subject to the requirements of applicable law, the The Board of Directors of the Company MGIC has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's MGIC’s stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption approval of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of MergerMGIC Common Stock, no other corporate proceedings on the part of the Company MGIC are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company MGIC and (assuming the due authorization, execution and delivery by Parent and SubRadian) constitutes a valid and binding obligation of the CompanyMGIC, enforceable against the Company MGIC in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyMGIC, nor the consummation by the Company MGIC of the transactions contemplated hereby, nor compliance by the Company MGIC with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation MGIC Articles or Bylaws of the CompanyBylaws, or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or MGIC, any of its Subsidiaries, Subsidiaries or Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or MGIC, any of its Subsidiaries under or its Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or MGIC, any of its Subsidiaries or Non-Subsidiary Affiliates is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults which, which either individually or in the aggregate, will aggregate would not reasonably be expected to have a Material Adverse Effect on the CompanyMGIC.

Authority; No Violation. (ai) 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 herebyClosing. The execution and delivery of this Agreement and Agreement, the consummation performance by the Company of its obligations hereunder and the transactions contemplated by this Agreement consummation of the Closing (including the Investment) have been declared advisable and duly and validly approved by the board of directors of the Company (the “Board of Directors Directors”). As of the Company. Subject or prior to the requirements of applicable lawentry into this Agreement, the Board of Directors has determined that (A) the Company Share Issuance and the Conversions (collectively, the “Investment”), on the terms and subject to the conditions set forth herein, is in the best interests of the Company has directed that this Agreement and its stockholders and (B) the issuance of the shares of Common Stock and/or Preferred Stock, in each case, pursuant to the Other Investment Agreements and the other transactions contemplated hereby be submitted thereby, on the terms and subject to the Company's conditions set forth therein, in each case, are in the best interests of the Company and its stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted adopted a resolution to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no foregoing effect. No other corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to approve this Agreement and 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 the due authorization, execution and delivery by Parent and SubPurchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (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 rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (bii) Except as set forth in Schedule 3.03 hereto, neither None of the execution and delivery of this Agreement by the Company, nor the performance by the Company of its obligations hereunder, the consummation by the Company of the transactions contemplated herebyInvestment, nor or compliance by the Company with any of the terms or provisions hereof, will (iA) violate, conflict with or result in a breach of violate any provision of the Company Certificate of Incorporation or the Amended and Restated Bylaws of the CompanyCompany (as amended, restated, supplemented or otherwise modified from time to time, the “Company Bylaws”) or (iiB) assuming that the consents and approvals referred to in Section 3.04 hereof 2.2(d) are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause clauses (yB)(x) and (B)(y) above) for such violations, conflicts, beaches breaches, defaults, terminations, cancellations, accelerations or defaults whichcreations which would not, either individually or in the aggregate, will not reasonably be expected to have a Material Adverse Effect on Effect. (iii) The shares of Common Stock to be issued (x) hereunder and (y) subject to the CompanyRequisite Stockholder Vote and the filing of the Charter Amendment with the Delaware Secretary of State, upon the Conversions 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 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 issuance or exercise. Neither the Common Stock nor the Preferred Stock will be issued in violation of any applicable Law.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of stockholder approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's ’s stockholders for approval at a meeting the Company Stockholders Meeting. The execution and delivery of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the consummation of the transactions contemplated thereby and, except for the adoption of this Agreement hereby have been duly and validly approved by the requisite vote Board of Directors of the Company's stockholders and . Other than the filing of the Certificate of MergerCompany Stockholders Meeting, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubMerger Sub of this Agreement) constitutes a will constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company Company, of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company, Company or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to the Company Company, or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a partyContract, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (that in the each case of clause (y) above) for such violations, conflictsbreaches, beaches defaults, or defaults whichterminations as would not likely have, either individually or in the aggregate, will a Material Adverse Effect on the Company. (c) The Company is not: (i) in violation of its certificate of incorporation or bylaws or similar documents; (ii) in default in the performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice, or both) affords to any Person the right to accelerate any indebtedness or terminate any right; (iii) in default under or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (iv) in violation of any law, regulation, administrative order or judicial order, decree or judgment (domestic or foreign) applicable to it or its business or assets, except where any violation, default or breach under items (ii), (iii), or (iv) could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company 4.4.1. HRB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of the Regulatory Approvals and the approval of this Agreement by HRB's shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by HRB and the consummation completion by the Company HRB of the transactions contemplated by this Agreement hereby, including the Merger, have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable lawHRB, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of HRB, except for the Company are approval of the HRB shareholders, is necessary to approve this Agreement and to consummate complete the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by HRB, and subject to approval by the Company shareholders of HRB and (assuming receipt of the Regulatory Approvals and due authorization, and valid execution and delivery of this Agreement by Parent and Sub) FNFG, constitutes a the valid and binding obligation of the CompanyHRB, enforceable against the Company HRB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity. 4.4.2. Subject to receipt of Regulatory Approvals and HRB's and FNFG's compliance with any conditions contained therein, and to the receipt of the approval of the shareholders of HRB, (bA) Except as set forth in Schedule 3.03 hereto, neither the execution and delivery of this Agreement by the CompanyHRB, nor (B) the consummation by the Company of the transactions contemplated hereby, nor and (C) compliance by the Company HRB with any of the terms or provisions hereof, hereof will not (i) violate, conflict with or result in a breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of HRB or any HRB Subsidiary or the Company, charter and bylaws of HRBT; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company HRB or any of its Subsidiaries, HRB Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company HRB or any of its Subsidiaries HRBT under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company HRB or any of its Subsidiaries HRBT is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on HRB and the CompanyHRB Subsidiaries taken as a whole.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receiving the Company Stockholder Approval, to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly and validly approved by the Board of Directors of the CompanyCompany (the “Company Board”). Subject to the requirements of applicable lawSection 6.10(d), the Company Board of Directors has determined that this Agreement and the Transactions are advisable and in the best interests of the Company and its stockholders and has directed that this Agreement and the transactions contemplated hereby Transactions be submitted to the Company's ’s stockholders for approval adoption at a duly held meeting of such stockholders (the "“Company Stockholder Meeting"”) and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the voting power of the adoption of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of MergerCompany Class A Common Stock and Company Class B Common Stock entitled to vote at such meeting, voting together as a single class (the “Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and remedies available. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated herebyTransactions, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Company Charter or the Company Bylaws of the Company, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 3.4 are duly obtainedobtained and/or made, (xA) violate any order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) or any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, ordinanceorder, writ, edict, decree, rule, regulation, judgment, orderruling, writpolicy, decree guideline or injunction requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a “Law”) applicable to the Company or Company, any of its Subsidiaries, the Company Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its the Company Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its the Company Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults whichreferred to in clause (ii) that would not, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) 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. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's Company stockholders for approval at a meeting of such Company stockholders duly called for the purpose of approving this Agreement and the Merger (the "Company Stockholders Meeting"), and, except for the approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholder MeetingApproval") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger), no other corporate proceedings on the part of the Company are necessary to approve this Agreement and the Merger and to consummate the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubParent) constitutes a the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, hereby nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate certificate of Incorporation incorporation or Bylaws by-laws or equivalent organizational document of the CompanyCompany or its Subsidiaries, each as amended, or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 4.4 are duly obtained, (x) conflict with or violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or Company Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or Company, any of its Subsidiaries under or Company Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract or other instrument or obligation to which the Company or Company, any of its Subsidiaries or Company Non-Subsidiary Affiliates is a party, or by which the Company or any of its Subsidiaries them or any of their respective properties or assets is or may be bound or affected, except (in the case of clause (yii)(y) above) for such violations, conflicts, beaches breaches, defaults, losses, terminations, cancellations or defaults accelerations of Liens, which, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on Company or the CompanySurviving Entity.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly duly, validly and validly unanimously approved and adopted by the Board of Directors of the Company. Subject to the requirements of applicable lawAt a meeting duly called and held, the Board of Directors of Company has determined unanimously that this Agreement is advisable and in the best interests of Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders ’s shareholders for approval at a duly held meeting of such stockholders (the "Company Stockholder Meeting") shareholders and has voted adopted a resolution to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except foregoing effect. Except for the adoption approval of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of MergerCompany Common Stock entitled to vote at such meeting, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Merger Sub) constitutes a the valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the enforcement of the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereofof this Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Company Articles or Company Bylaws of the Company, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 3.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulationLaw, judgment, order, writ, injunction or decree or injunction applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or trigger or change any rights or obligations (including any increase in payments owed) or require the consent of any person under, or give rise to a right of cancellation, vesting, payment, exercise, suspension or revocation of any obligation under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement franchise, permit, agreement, or other instrument or obligation to which the Company or any of its Subsidiaries is a party, party or by which the Company or any of its Subsidiaries them or any of their respective properties or assets may be is bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company PSB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Bank has full corporate power and authority to execute and deliver the plan of merger and to consummate the Merger. The execution and delivery of this Agreement by PSB and the consummation completion by the Company PSB of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby PSB and, except for the adoption of this Agreement by the requisite vote approval of the Company's stockholders and the filing shareholders of the Certificate of MergerPSB under Nasdaq requirements applicable to it, no other corporate proceedings on the part of the Company PSB are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by PSB and, subject to approval by the Company shareholders of PSB under Nasdaq requirements applicable to it and (assuming receipt of the due authorizationrequired approvals of Regulatory Authorities described in Section 3.04 hereof, execution and delivery by Parent and Sub) constitutes a the valid and binding obligation of the CompanyPSB, enforceable against the Company PSB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (bA) Except as set forth in Schedule 3.03 hereto, neither the The execution and delivery of this Agreement by PSB, (B) subject to receipt of approvals from the CompanyRegulatory Authorities referred to in Section 3.04 hereof and FBKP's and PSB's compliance with any conditions contained therein, nor the consummation by the Company of the transactions contemplated hereby, nor and (C) compliance by the Company PSB with any of the terms or provisions hereof, hereof or of the plan of merger will not (i) violate, conflict with or result in a breach of any provision of the Certificate articles of Incorporation incorporation or Bylaws other organizational document or bylaws of the Company, PSB or any PSB Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company PSB or any of its Subsidiaries, PSB Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company PSB or any of its Subsidiaries under PSB Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company PSB or any of its Subsidiaries PSB Subsidiary is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyPSB.

Authority; No Violation. (a) The Company 5.4.1 AFC has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the required Regulatory Approvals described in Section 8.3, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by AFC and the consummation completion by the Company AFC of the transactions contemplated by this Agreement hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable lawAFC, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company AFC are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by AFC, and subject to the Company receipt of the Regulatory Approvals, approval by the stockholders of BSFI and (assuming the shareholders of AFC, and due authorization, and valid execution and delivery of this Agreement by Parent and Sub) BSFI, constitutes a the valid and binding obligation obligations of the CompanyAFC, enforceable against the Company AFC in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. (ba) Except as set forth in Schedule 3.03 heretoSubject to compliance of BSFI with the terms and conditions of this Agreement, neither the execution and delivery of this Agreement by AFC, subject to receipt of the CompanyRegulatory Approvals, nor and compliance by BSFI and AFC with any conditions contained therein, and subject to the receipt of the approval of the stockholders of BSFI, the consummation by the Company of the transactions contemplated hereby, nor and (b) compliance by the Company AFC with any of the terms or provisions hereof, hereof will not (i) violate, conflict with or result in a breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws articles of the Companyassociation, as applicable, and bylaws of AFC or any AFC Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company AFC or any of its Subsidiaries, or any of their respective properties or assets, AFC Subsidiary; or (yiii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation underamendment of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company AFC or any of its Subsidiaries AFC Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company or any of its Subsidiaries them is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Each Company has full corporate limited liability company or partnership, as applicable, power and authority to execute and deliver this Agreement and the other agreements and certificates that are required to consummate the transactions contemplated hereby. The execution and delivery of be executed pursuant to this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law(collectively, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting"“Transaction Documents”) and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated herebythereby. This Agreement has been been, and each of the other Transactions Documents to which a Company is a party at the Closing will have been, duly and validly executed and delivered by the such Company and (assuming the due authorization, execution and delivery by Parent Buyer) this Agreement constitutes, and Sub) constitutes each of the other Transaction Documents to which such Company is a party will constitute at the Closing, valid and binding obligation obligations of the such Company, enforceable against the such Company in accordance with its their respective terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally (the “Bankruptcy and Equity Exceptions”). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement the Transaction Documents by the Company, a Company nor the consummation by the such Company of the transactions contemplated herebythereby, nor compliance by the such Company with any of the terms or provisions hereofthereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate any Partnership Agreement, Operating Agreement or other governing document of Incorporation such Company or Bylaws of the Company, (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 2.4 are duly obtainedobtained or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the such Company or any of its Subsidiaries, or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provisions of provision of, or require redemption or repurchase or otherwise require the loss purchase or sale of any benefit undersecurities, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the such Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the such Company or any of its Subsidiaries is a party, or by which the Company it or any of its Subsidiaries or any of their respective properties or assets may be is bound or affected, except (in the case of clause (yii) above) for such violations, conflicts, beaches breaches, defaults or defaults other events which, either individually or in the aggregate, will would not have reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company IFC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanyIFC. Subject to the requirements of applicable law, the The Board of Directors of the Company IFC has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyIFC's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of MergerIFC Common Stock, no other corporate proceedings on the part of the Company IFC are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company IFC and (assuming the due authorization, execution and delivery by Parent and SubPinnacle) constitutes a valid and binding obligation of the CompanyIFC, enforceable against the Company IFC in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, IFC nor the consummation by the Company IFC of the transactions contemplated hereby, nor compliance by the Company IFC with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws of the Company, IFC or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company IFC or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company IFC or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company IFC or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults which, either individually or in the aggregate, will not have or be reasonably likely to have a Material Adverse Effect on IFC or the Company.Surviving Corporation; provided, however, that prior to the date hereof, IFC has secured a waiver of ▇▇▇▇▇▇ Trust and Savings Bank under the loan, security agreement and guaranty for the benefit of the IFC Employee 16

Authority; No Violation. (a) The Company Each of the Sellers has full all of the requisite corporate or other entity power and authority authority, as applicable, to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The execution carry out and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to perform its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement obligations hereunder and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company Sellers, and (the performance by each of the Sellers of its obligations hereunder and the consummation by the Sellers of the Transactions has been duly authorized, and, assuming the due authorization, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither the execution and delivery of this Agreement by the CompanyPurchaser, nor this Agreement constitutes a valid, legal and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms, except as such enforceability may be subject to, and limited by, applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and general equity principles (regardless of whether enforcement is sought in a proceeding at Law or in equity) (collectively, the “Enforceability Exceptions”). (b) The execution, delivery and performance of this Agreement by the Sellers and the consummation by the Company of the transactions contemplated herebyTransactions, nor compliance by do not (and will not, with or without the Company with any lapse of time or the terms giving of notice, or provisions hereof, will both): (i) violatecontravene, conflict with or result in a violation or breach of or default under any of the Organizational Documents of the Sellers or any of the material provisions of the Organizational Documents of the Acquired Companies; (ii) subject to obtaining the consents, approvals, authorizations or making required filings described under Section 3.4, contravene, conflict with or result in a violation or breach of any provision of the Certificate of Incorporation any Law or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Order applicable to the Company Sellers or any of its Subsidiaries, or any of their respective properties or assets, or the Acquired Companies; (yiii) violatecontravene, conflict with, with or result in a violation or breach of any provisions of of, or the loss of any benefit under, constitute result in a default (or give rise to any eventright of termination, whichcancellation, with notice payment or lapse of time, or both would constitute a defaultacceleration) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge Lien (other than Liens created by the Purchaser or other encumbrance any of its Affiliates and Permitted Liens) upon any of the properties properties, assets or assets rights of the Company or any of its Subsidiaries Acquired Companies, 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 the an Acquired Company or any of its Subsidiaries is a party; except, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (yii) above) for and (iii), where such violationsconflict, conflictsviolation, beaches default or defaults whichimposition would not have, either and would not reasonably be expected to have, individually or in the aggregate, will not have a Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to the required approval of this Agreement by the shareholders of the Company, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors all necessary corporate action of the Company. Subject , and no other corporate and no shareholder proceedings (subject, in the case of the consummation of the Merger, to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for required approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote shareholders of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings ) on the part of the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of the Company, Company or any of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents consents, approvals and approvals waiting periods referred to in Section 3.04 hereof 4.4 are duly obtainedobtained or satisfied, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, award, writ, decree or injunction issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties properties, rights or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, or require redemption or repurchase or otherwise require the purchase or sale of any securities, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any lienLien (or have any of such results or effects upon notice or lapse of time, pledge, security interest, charge or other encumbrance both) upon any of the properties respective properties, rights or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of (1) any material leases or related agreements related to stores or other facilities operated by the Bank Subsidiary or any of its affiliates or (2) any note, bond, mortgage, indenture, deed of trust, license, leaselease (other than such leases covered by clause (y)(1) above), agreement agreement, contract, permit, concession, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties properties, rights, assets or assets business activities may be bound or affected, except (in the case of clause (yy)(2) above) , for such violations, conflicts, beaches breaches, defaults or defaults whichother events which would not reasonably be expected to have, either individually or in the aggregate, will not have a Material Adverse Effect on the Company. (c) The board of directors of the Company, by resolutions duly adopted by unanimous vote of the entire board of directors at a meeting duly called and held (the “Company Board Approval”), has (i) determined that this Agreement, and each of the Related Agreements and the transactions contemplated hereby and thereby are fair to and in the best interests of the Company and its shareholders and declared the Merger to be advisable, (ii) approved this Agreement and each of the Related Agreements and the transactions contemplated hereby and thereby, and (iii) recommended that the shareholders of the Company approve this Agreement and directed that such matter be submitted for consideration by the shareholders of the Company at the Company Shareholders Meeting. (d) In accordance with Section 33-13-102(b) of the SCBCA, no appraisal or dissenters’ rights shall be available to holders of the Company Common Stock in connection with the Merger. (e) No “business combination,” “fair price,” “moratorium,” “control share acquisition,” “takeover,” “affiliate transaction,” “interested shareholder” or other similar anti-takeover statute or regulation enacted under the Laws of the State of South Carolina is applicable to the Company is applicable to this Agreement or to any of the Related Agreements and the transactions contemplated hereby and thereby. On May 16, 2010, the board of directors of the Company, by resolutions duly adopted by unanimous vote of the entire board of directors at a meeting duly called and held, approved the amendment to the bylaws of the Company set forth in Section 4.3(e) of the Company Disclosure Schedule pursuant to which Article 1 of Chapter 2 of Title 35 of the South Carolina Code of Laws, as amended, does not apply to control share acquisitions of shares of the Company. The Company Board Approval is sufficient to exempt fully the Merger and the other transactions contemplated hereby, including the transactions contemplated by the Related Agreements, from the provisions of Sections 35-2-201 through 35-2-226 of the South Carolina Code of Laws, as amended.

Authority; No Violation. (ai) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanyCompany and declared advisable. Subject to the requirements of applicable law, the The Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's Company stockholders for approval at a meeting the purpose of such stockholders (approving the "Company Stockholder Meeting") Merger and has voted to recommend to its stockholders that its stockholders approve and adopt adopting this Agreement and the transactions contemplated thereby Agreement, and, except for the approval of the Merger and the adoption of this Agreement by the requisite vote written consent of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of Merger(A) Company Common Stock and (B) Company Preferred Stock, on a class voting basis (the "COMPANY STOCKHOLDER APPROVAL") in accordance with the CGCL, the articles of incorporation and Bylaws, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent Buyer, OpCo and Merger Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (bii) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (iA) violate, conflict with or result in a breach of violate any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of the Company, or (iiB) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xI) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Non-Subsidiary Affiliates or any of their respective properties or assets, assets or (yII) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, whichan event that, with notice or lapse of time, or both 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 20 right or benefit provided by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under Non-Subsidiary Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Non-Subsidiary Affiliates is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, ; except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults which, that either individually or in the aggregate, aggregate will not have a Material Adverse Effect on the CompanyCompany or the Surviving Corporation.

Authority; No Violation. (a) The Company F▇▇▇▇▇▇▇ has full corporate all requisite power and authority to execute and deliver this Agreement and Ancillary Agreements, to consummate the transactions contemplated hereby. The execution perform its obligations hereunder and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by F▇▇▇▇▇▇▇ of each of this Agreement and the Ancillary Agreements has been, and the consummation by F▇▇▇▇▇▇▇ of the transactions contemplated hereby and thereby have been, duly and validly authorized and approved by all necessary actions of F▇▇▇▇▇▇▇. This Agreement has been been, and at the Closing each of the Ancillary Agreements will be, duly and validly executed and delivered by the Company F▇▇▇▇▇▇▇ and (assuming the due authorization, execution and delivery by Parent M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, New BD, SMHG, the Company and SubPAC3) constitutes a this Agreement constitutes, and upon their execution at Closing, each Ancillary Agreement will constitute, legal, valid and binding obligation obligations of the Company, F▇▇▇▇▇▇▇ enforceable against the Company it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as the availability of equitable remedies may be limited by equitable principles of general applicability. (b) Except as set forth in Schedule 3.03 heretoNeither the execution, neither the execution and delivery or performance of this Agreement and the Ancillary Agreements by the CompanyF▇▇▇▇▇▇▇, nor the consummation by the Company F▇▇▇▇▇▇▇ of the transactions contemplated herebyhereby or thereby, nor compliance by the Company F▇▇▇▇▇▇▇ with any of the terms or provisions hereofhereof or thereof binding upon it will, will with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with with, or result in a breach of or default under any provision of the Certificate organizational documents of Incorporation or Bylaws of the Company, F▇▇▇▇▇▇▇; (ii) assuming that violate any Applicable Law; (iii) except as set forth on Section 2.2(b) of the consents and approvals referred F▇▇▇▇▇▇▇ Disclosure Schedule, require any filing by F▇▇▇▇▇▇▇ with, or require it to in Section 3.04 hereof are duly obtainedobtain any permit, consent or approval of, or require any party to give any notice to, any Governmental Authority or any other Person; (xiv) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companybetween F▇▇▇▇▇▇▇ and F▇▇▇▇▇▇▇'▇ investors.

Authority; No Violation. (a) Except as disclosed on Company Disclosure Schedule 7.3(a) ---------------------------------- (collectively, "Company Approvals"), no Authorizations are necessary on behalf of the Company or Direct Access in connection with (i) the execution and delivery by the Company of this Agreement, the other Contribution Agreements and the Exchange Documents, (ii) the consummation by the Company of the transactions contemplated hereby and thereby and (iii) the performance of the Company's obligations under this Agreement, the other Contribution Agreements and the Exchange Documents. The Company has the full corporate power and authority to execute and deliver this Agreement Agreement, the other Contribution Agreements and the Exchange Documents to consummate the transactions contemplated hereby. The execution and delivery of this Agreement which it is a party and the consummation by the Company of the other transactions contemplated by hereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement Agreement, the other Contribution Agreements and the Exchange Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company. Subject to Company in accordance with the requirements Articles of applicable law, the Board of Directors Incorporation and Bylaws of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no applicable Laws. No other corporate proceedings on the part of the Company or Direct Access are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has Agreement, the other Contribution Agreements and the Exchange Documents have been duly and validly executed and delivered by the Company and (assuming constitute the due authorization, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except to the extent that the availability of the remedy of specific performance may be limited by the Enforceability Exceptions. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by and the Companyother Contribution Agreements and the Exchange Documents to which the Company is a party, nor the consummation by the Company of the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof, nor compliance by the Company with any of the terms or provisions hereofhereof and thereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Company's Articles of Incorporation or Bylaws of the CompanyBylaws, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (yiii) except where a waiver or consent had been obtained or will be obtained prior to Closing, violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of timetime or both, or both would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company it or any of its Subsidiaries or any of their respective properties or assets may be bound or affectedaffected except, except with respect to clauses (in the case of clause ii) and (yiii) above) for , such violations, conflicts, beaches or defaults which, either as individually or in the aggregate, aggregate will not have a Material Adverse Effect on the Company, and which will not prevent or delay the consummation of the transactions contemplated hereby.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each other agreement or instrument to be executed by B▇▇▇▇ in connection herewith, and the consummation performance by the Company B▇▇▇▇ of the transactions contemplated by this Agreement its obligations hereunder and thereunder, have been duly and validly approved by the Board all necessary corporate action of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement Buyer and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company Buyer are necessary to approve authorize the execution, delivery or performance of this Agreement and or to consummate the transactions contemplated hereby. , including the Closing. (b) This Agreement has and each other agreement or instrument to be executed by Buyer in connection herewith have been (or with respect to agreements or instruments to be executed at the Closing, will be) duly and validly executed and delivered by the Company B▇▇▇▇ and (assuming the due authorization, execution and delivery by Parent the Seller and Subthe Company, as applicable) constitutes constitute (or with respect to agreements or instruments to be executed at the Closing, will constitute) a valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (bc) Except as set forth in Schedule 3.03 heretoBuyer is not subject to any applicable Law, neither or rule or regulation of any Governmental Entity, or any material agreement or instrument, or subject to any Judgments which would be breached or violated, nor would the execution and Organizational Documents of Buyer be breached or violated, by B▇▇▇▇’s execution, delivery or performance of this Agreement by the Company, nor or the consummation by the Company of the transactions contemplated hereby, nor compliance in each case except as would not reasonably be expected to prevent or materially impair Buyer from timely consummating the transactions contemplated by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companythis Agreement.

Authority; No Violation. (a) The Company Fifth Third has full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of Fifth Third (by the Company. Subject to the requirements unanimous vote of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting"all directors present) and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company Fifth Third are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Fifth Third and (assuming the due authorization, execution and delivery by Parent and SubFirst Charter) constitutes a constitute the valid and binding obligation obligations of the CompanyFifth Third, enforceable against the Company Fifth Third in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyFifth Third, nor the consummation by the Company Fifth Third of the transactions contemplated hereby, nor compliance by the Company Fifth Third with any of the terms or provisions hereofof this Agreement, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Fifth Third Articles or the Fifth Third Code of Incorporation Regulations or Bylaws of the Company, (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 4.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to the Company or Fifth Third, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, whichan event that, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Fifth Third or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Fifth Third or any of its Subsidiaries is a party, party or by which the Company or any of its Subsidiaries them or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companyis bound.

Authority; No Violation. (a) The Company Investors has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Investors and the consummation completion by the Company Investors of the transactions contemplated by this Agreement hereby have been duly and validly approved by the requisite vote of each Board of Directors of the Company. Subject to the requirements Investors Parties, and by Investors Bancorp in its capacity as sole stockholder of applicable lawInvestors Bank, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company Investors are necessary to approve this Agreement and to consummate complete the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Investors and, subject to receipt of the Company and (assuming required approvals of Regulatory Authorities described in Section 4.03 hereof, constitutes the due authorization, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the CompanyInvestors, enforceable against the Company Investors in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally. (b) Except as set forth in Schedule 3.03 hereto, neither Subject to the receipt of approvals from the Regulatory Authorities and the compliance by Summit and Investors with any conditions contained therein, (A) the execution and delivery of this Agreement by the Company, nor Investors, (B) the consummation by the Company of the transactions contemplated hereby, nor and (C) compliance by the Company Investors with any of the terms or provisions hereof, will not: (i) violate, conflict with or result in a breach of any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Investors MHC or Investors Bancorp, or the Company, certificate of incorporation or bylaws of Investors Bank or any Investors Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Investors or any of its Subsidiaries, Investors Subsidiary or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Investors under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company or any of its Subsidiaries Investors is a party, or by which the Company it or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (yiii) above) , for such violations, conflicts, beaches or defaults which, either violations which individually or in the aggregate, will aggregate would not have a Material Adverse Effect on the CompanyInvestors.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of stockholder approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's ’s stockholders for approval at a meeting the Company Stockholders Meeting. The execution and delivery of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the consummation of the transactions contemplated thereby and, except for the adoption of this Agreement hereby have been duly and validly approved by the requisite vote Board of Directors of the Company's stockholders and . Other than the filing of the Certificate of MergerCompany Stockholders Meeting, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubMerger Sub of this Agreement) constitutes a will constitute valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company Company, of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company, Company or (ii) assuming that the consents and approvals referred to in Section 3.04 3.4 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Laws applicable to the Company Company, or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 Company Contract to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (that in the each case of clause (y) above) for such violations, conflictsbreaches, beaches defaults, or defaults whichterminations as would not likely have, either individually or in the aggregate, will a Material Adverse Effect on the Company. (c) The Company is not: (i) in violation of its certificate of incorporation or bylaws or similar documents; (ii) in default in the performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice, or both) affords to any Person the right to accelerate any indebtedness or terminate any right; (iii) in default under or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (iv) in violation of any law, regulation, administrative order or judicial order, decree or judgment (domestic or foreign) applicable to it or its business or assets, except where any violation, default or breach under items (ii), (iii), or (iv) could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company.

Authority; No Violation. (ai) The Company has full the corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to receipt of all necessary consents and approvals of Governmental Authorities and the approval of the Company's shareholders of this Agreement, to consummate the transactions contemplated hereby. The execution and delivery Subject to the approval of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors shareholders of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of the Company and the Company Board on or prior to the date hereof. The Company Board has directed that this Agreement be submitted to the Company's stockholders shareholders for approval at a meeting of such stockholders (shareholders and, except for the "approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the votes cast at a meeting of the Company's shareholders at which a quorum is present, no other vote of the shareholders of the Company Stockholder Meeting") and has voted is required by law, the Company Articles, the Company Bylaws or otherwise to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement The Company has been duly and validly executed and delivered by the Company and (this Agreement and, assuming the due authorization, execution and delivery by Parent and Sub) constitutes Parent, this Agreement is a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles). (bii) Except as set forth Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in Schedule 3.03 heretoSection 5.01(e) and the expiration of related waiting periods, neither the execution execution, delivery and delivery performance of this Agreement by the Company, nor and the consummation by the Company of the transactions contemplated herebyhereby do not and will not (A) constitute a breach or violation of, nor compliance by or a default under, the articles of incorporation or bylaws (or similar governing documents) of the Company with or any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Companyits Subsidiaries, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, assets or (yC) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate all requisite power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions (including the Offer and the Merger), subject only to the requirement, to the extent required by applicable Law, that this Agreement, the Merger and the other transactions contemplated herebyby this Agreement be approved by the holders of a majority of the outstanding shares of Company Common Stock (the "Company Shareholder Approval"). The Company Shareholder Approval, to the extent required by applicable Law, is the only vote of the holders of Company Capital Stock necessary to approve the Transactions. The execution and delivery of this Agreement and the consummation performance by the Company of its obligations hereunder and the transactions contemplated by this Agreement consummation of the Transactions have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other No corporate proceedings on the part of the Company, other than, to the extent required by applicable Law, the required receipt of the Company Shareholder Approval, are necessary to approve this Agreement or to perform the Company's obligations hereunder and to consummate the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Merger Sub) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and subject to general principles of equity). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, Transactions will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Company Articles, the Company Bylaws or the comparable organizational documents or governing instruments of Incorporation or Bylaws any Subsidiary of the Company, Company or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 3.4 and in Section 3.4 of the Company Disclosure Schedule are duly obtained, obtained and/or made: (xA) violate or conflict with any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company or any of Company, its Subsidiaries, Subsidiaries or any of their respective properties properties, businesses or assets, or (yB) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with or without notice or lapse of time, or both both, would constitute a default) under, require any consent or approval of any Person under, result in the termination of or a right of termination or cancellation under, accelerate or acceleration of the performance required by, any provision of any Company Material Contract or Lease or result in the creation of any lienEncumbrance, pledgeother than Permitted Encumbrances, security interest, charge or other encumbrance upon on any of the properties or assets asset of the Company or any of its Subsidiaries under any of the termsSubsidiaries, conditions or provisions of any noteexcept, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of the foregoing clause (yii) above) for such violationsonly, conflicts, beaches or defaults whichas would not reasonably be expected to have, either individually or in the aggregate, will not have a Material Adverse Effect on the Company. (c) The Company's Board of Directors, at a meeting duly called and held, duly and unanimously adopted resolutions: (i) declaring that this Agreement, the Merger, and the other transactions contemplated by this Agreement are in the best interests of the Company and its shareholders, (ii) approving and adopting this Agreement and the Merger, and the other transactions contemplated by this Agreement, (iii) directing that, to the extent required by applicable Law, the adoption of this Agreement, the Merger, and the other transactions contemplated by this Agreement be submitted to a vote at a meeting of the shareholders of the Company, if necessary, (iv) recommending that the shareholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub in the Offer and, to the extent required by applicable Law, approve the Merger and the other transactions contemplated by this Agreement, and (v) irrevocably resolving, assuming the representations and warranties set forth in Section 4.9 are true and correct, to elect that no state "fair price," "control share acquisition," "business combination," "interested stockholder," or similar anti-takeover statute or regulation (including the provisions of Section 60.801 et seq of the OBCA) (collectively, "Takeover Laws") be applicable to the Merger or any of the other transactions contemplated by this Agreement.

Authority; No Violation. (a) The Company Skibo has full corporate power and authority to execute and deliver this Agreement thi▇ ▇▇▇eement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Skibo and the consummation completion by the Company Skibo of the transactions contemplated by this Agreement contempla▇▇▇ hereby have been duly and validly an▇ ▇▇lidly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing Boards of Directors of the Certificate Skibo Parties and, except for approval of Mergerthe stockholders of Ski▇▇ ▇▇nancial and, if required, the members of Skibo MHC, no other corporate proceedings oth▇▇ ▇roceedings on the part of the Company are Skibo Parties ▇▇▇ necessary to approve this Agreement and to consummate complete the transactions contemplated contempl▇▇▇▇ hereby. This Agreement has been duly and validly executed and delivered by Skibo and, subject to approval by the Company stockholders of Skibo Fina▇▇▇▇▇ and, if required, the members of Skibo MHC and (assuming r▇▇▇▇▇t of the due authorizationrequired approvals of the Regulatory ▇▇▇▇▇rities, execution and delivery by Parent and Sub) constitutes a the valid and binding obligation obligations of the CompanySkibo, enforceable against the Company Skibo in accordance with its terms, s▇▇▇▇▇t to applicable bankru▇▇▇▇, insolvency and similar laws affecting creditors' rights generally, and as to First Carnegie, the conservatorship or receivership provisions of the FDIA, and subject, as to enforceability, to general principles of equity. (b) Except as set forth Subject to the receipt of approvals from the Regulatory Authorities referred to in Schedule 3.03 hereto, neither Section 5.03 hereof and the compliance by Skibo and Northwest with any conditions contained therein, (A) the execution and delivery of this Agreement by the Company, nor Skibo, (B) the consummation by the Company of the transactions contemplated contempl▇▇▇▇ hereby, nor and (C) compliance by the Company Skibo with any of the terms or provisions hereof, will not (i) violate, conflict with or result in a material breach of any provision of the Certificate charters or bylaws of Incorporation or Bylaws any of the Company, Skibo Parties or the certificate of incorporation of any Sk▇▇▇ Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule▇▇le, regulation, judgment, order, writ, decree or injunction applicable to the Company Skibo Parties or any of its Subsidiaries, or any of their respective the properties or assets, assets of the Skibo Par▇▇▇▇; or (yiii) violate, conflict with, result in a breach of brea▇▇ ▇▇ any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Skibo under any of the terms, conditions or provisions of any notenot▇, bond▇▇nd, mortgage, indenture, deed of trust, license, lease, agreement or other instrument investment or obligation to which the Company or any of its Subsidiaries Skibo is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties ▇▇▇▇▇rties or assets may be bound or affected, except (in the case of clause clauses (yii) aboveand (iii) above for such violations, conflicts, beaches or defaults violations which, either individually or in the aggregate, will would not have a Material Adverse Effect on the CompanySkibo.

Authority; No Violation. (a) The Each of the Seller and Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved and adopted by the Board of Directors of the Seller and Company, as applicable. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no No other corporate proceedings on the part of the Seller or Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller and Company and (assuming the due authorization, execution and delivery by Parent and SubBuyer) constitutes a the valid and binding obligation obligations of the Seller and Company, enforceable against the Seller and Company in accordance with its termstheir 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) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Seller or Company, nor the consummation by the Seller or Company of the transactions contemplated hereby, nor compliance by the Seller or Company with any of the terms or provisions hereof, of this Agreement will (i) violate, conflict with or result in a breach of violate any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws of Seller, the CompanyCompany Charter or Company Bylaws, (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 3.4 are duly obtainedobtained and/or made, (x) violate any statute, code, ordinance, rule, regulationLaw, judgment, order, writ, injunction or decree or injunction applicable to Seller, the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (yiii) except as set forth in Schedule 3.3(b) of the Company Disclosure Schedule, violate, conflict with, result in a breach of any provisions of or the loss of any benefit underprovision of, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of Seller, the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyContract.

Authority; No Violation. (ai) The Company has full all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and and, subject, with respect the consummation of the Merger, to the receipt of the Company Required Vote, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation performance by the Company of its obligations hereunder and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly approved authorized by the Board of Directors of the Company (the “Company Board”) and all other necessary corporate action on the part of the Company. Subject , other than, with respect to the requirements consummation of applicable lawthe Merger, the Board of Directors receipt of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders Required Vote and the filing of the Certificate of MergerMerger with the Office of the Secretary of State of the State of Delaware, and no other corporate proceedings on the part of the Company are necessary to approve authorize this Agreement and to consummate or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorizationconstitutes, subject to execution by ▇▇▇▇▇▇ and delivery by Parent and Merger Sub) constitutes , a valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”) to the extent applicable thereto). (bii) Except as set forth in Schedule 3.03 hereto, neither the The execution and delivery by the Company of this Agreement does not, and, except as described in Section 3.1(c)(iii), the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will not (iA) violate, conflict with or result in a any violation or breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiariesof, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (with or any event, which, with without notice or lapse of time, or both would constitute a defaultboth) under, result in the termination of or give rise to a right of, or result in, termination, modification, cancellation or acceleration of termination any obligation or cancellation underto the loss of a benefit under any Contract, accelerate permit, concession, franchise or right binding upon the performance required by, Company or any Subsidiary of the Company or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under any Subsidiary of the termsCompany, conditions other than Permitted Liens, (B) conflict with or provisions result in any violation of any note, bond, mortgage, indenture, deed provision of trust, license, lease, agreement or other instrument or obligation to which the Organizational Documents of the Company or any Subsidiary of its Subsidiaries is a party, the Company or by which (C) conflict with or result in any violation of any Laws applicable to the Company or any Subsidiary of its Subsidiaries the Company or any of their respective properties or assets may be bound or affectedassets, except (other than in the case of clause clauses (yA), (B) above(with respect to Subsidiaries of the Company) for such violationsand (C), conflictsas has not had and would not reasonably be expected to, beaches or defaults which, either individually or in the aggregate, will not (x) have a Company Material Adverse Effect on or (y) prevent, materially delay or materially impair the Companyability of the Company to perform its obligations under this Agreement or to consummate the Merger. (iii) Except for (A) the applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”), (B) required filings or approvals under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”),

Authority; No Violation. (a) The Company Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Merger have been duly and validly approved by the Board of Directors of the CompanyPurchaser. Subject to the requirements of applicable law, the Board of Directors The execution and delivery of the Company has directed that this Bank Merger Agreement and the transactions contemplated hereby be submitted to consummation of the Company's stockholders for approval at a meeting Bank Merger have been duly and validly approved by the board of such stockholders (directors of the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement Purchaser Bank and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no Purchaser as its sole shareholder. No other corporate proceedings on the part of the Company Purchaser are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and (assuming the due authorization, execution and delivery by Parent and Subthe Company) constitutes a valid and binding obligation of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). The shares of Purchaser Common Stock to be issued in the Merger have been validly authorized when issued, will be validly issued, fully paid and nonassessable, and no current or past shareholder of Purchaser will have any preemptive right or similar rights in respect thereof. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyPurchaser, nor the consummation by the Company Purchaser of the transactions contemplated hereby, nor compliance by the Company Purchaser with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Purchaser Certificate of Incorporation or Bylaws of the CompanyPurchaser Bylaws, or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof Sections 3.4 and 4.4 are duly obtainedobtained and/or made, (x) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Purchaser or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Purchaser or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Purchaser or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (yii) above) for such violations, conflicts, beaches breaches, defaults, terminations, cancellations, accelerations or defaults creations which, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on the CompanyPurchaser.

Authority; No Violation. (a) The Company has Opgroup and Opfin have full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Except as set forth on Schedule 4.2(a), the execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable lawall requisite corporate action, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate or partnership proceedings on the part of the Company are Opgroup, any Opgroup Subsidiary or any of their shareholders or interest holders, as applicable, is necessary to approve this Agreement and to authorize and consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Opgroup and Opfin, and (assuming the due authorization, execution and delivery of this Agreement by Parent PIMCO Advisors, TAG and SubPAI) constitutes a valid and binding obligation of the CompanyOpgroup and Opfin, enforceable against the Company Opgroup and Opfin in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyOpgroup or Opfin, nor the consummation by Opgroup and the Company Opgroup Subsidiaries of the transactions contemplated herebyhereby or the Opgroup Restructuring, nor compliance by the Company Opgroup or Opfin with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate articles of Incorporation incorporation or Bylaws bylaws or, as applicable, partnership agreement, of Opgroup or any of the Company, Opgroup Subsidiaries or (ii) except as set forth in Schedule 4.2(b), and assuming that the consents compliance with Sections 7.2 and approvals referred to in Section 3.04 hereof are duly obtained7.3, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, Applicable Law or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both 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 lienmaterial Encumbrance upon, pledge, security interest, charge or other encumbrance upon any of the Opgroup's, Opfin's or any Opgroup Subsidiary's properties or assets of the Company assets, 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 the Company Opgroup or any of its Subsidiaries Opgroup Subsidiary, is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companybound.

Authority; No Violation. (ai) The Company has full the corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and, subject to receipt of all necessary consents and approvals of Governmental Authorities and the approval of the Company’s shareholders of this Agreement, to consummate the transactions contemplated hereby. The execution and delivery Subject to the approval of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors shareholders of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of the Company and the Company Board on or prior to the date hereof. The Company Board has directed that this Agreement be submitted to the Company's stockholders ’s shareholders for approval at a meeting of such stockholders (shareholders and, except for the "approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the votes cast at a meeting of the Company’s shareholders at which a quorum is present, no other vote of the shareholders of the Company Stockholder Meeting") and has voted is required by law, the Company Articles, the Company Bylaws or otherwise to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement The Company has been duly and validly executed and delivered by the Company and (this Agreement and, assuming the due authorization, execution and delivery by Parent and Sub) constitutes Parent, this Agreement is a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (bii) Except as set forth Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in Schedule 3.03 heretoSection 5.01(e) and the expiration of related waiting periods, neither the execution execution, delivery and delivery performance of this Agreement by the Company, nor and the consummation by the Company of the transactions contemplated herebyhereby do not and will not (A) constitute a breach or violation of, nor compliance by or a default under, the articles of incorporation or bylaws (or similar governing documents) of the Company with or any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Companyits Subsidiaries, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xB) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, assets or (yC) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Transactions have been duly and validly approved by the Board of Directors of the CompanyManager. Subject to the requirements of applicable law, the Board of Directors of the Company has directed The Manager (i) determined that this Agreement and the transactions contemplated hereby be submitted terms of the Merger and the related Transactions are advisable, fair to and in the Company's stockholders for approval at a meeting best interests of such stockholders the Company and its shareholders, and (the "Company Stockholder Meeting"ii) approved, adopted and has voted to recommend to its stockholders that its stockholders approve and adopt declared advisable this Agreement and the transactions contemplated thereby and, except for Transactions (including the adoption of this Agreement by the requisite vote of the Company's stockholders Merger. The Merger and the filing of the Certificate of Merger, no other corporate proceedings Transactions have been authorized by all necessary limited liability company act action on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and Subthe other parties hereto) constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (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 “Enforceability Exception”)). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyTransactions, nor compliance the performance of this Agreement by the Company with any of the terms or provisions hereofCompany, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Company Organizational Documents or Bylaws of the Company, (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 3.3(a) and Section 3.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (yB) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, whichan event that, with or without the giving of notice or lapse of time, or both 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, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under 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 the Company or any of its Subsidiaries is a party, party or by which the Company or any of its Subsidiaries them or any of their respective properties or assets may be is bound or affectedexcept, except (in the case of with respect to clause (y) above) for ii), any such violationsviolation, conflictsconflict, beaches breach, loss, default, termination, cancellation, acceleration, consent, approval or defaults whichcreation that would not, either individually or in the aggregate, will not have a Material Adverse Effect on reasonably be expected to be material to the Company.

Authority; No Violation. (a) The Company HNA has full corporate power and authority to execute and deliver this Agreement and/or each Ancillary Agreement to which it is (or will be) a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements to which it is (or will be) a party and the consummation by the Company of the Acquisition and the other transactions contemplated by this Agreement hereby have been duly and validly approved by the Board board of Directors directors of the Company. Subject to the requirements of applicable lawHNA, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate or other proceedings on the part of the Company HNA or its Affiliates are necessary to approve this Agreement and or any of the Ancillary Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by the Company HNA and (assuming the due authorization, execution and delivery by Parent and SubBuyer) constitutes a legal, valid and binding obligation of the CompanyHNA, enforceable against the Company HNA in accordance with its termsterms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally, and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Except as set forth in Schedule 3.03 hereto, neither None of the execution and delivery of this Agreement by the CompanyHNA, nor the consummation by the Company HNA of the transactions contemplated hereby, nor or the compliance by the Company HNA with any of the terms or provisions hereof, will will, with or without the giving of notice, the termination of any grace period: (i) violate, conflict with with, or result in a breach of or default under any provision of the Certificate of Incorporation its Organizational Documents, or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof all Additional Approvals are duly obtainedobtained or satisfied, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Law or injunction applicable to the Company HNA or any of its Subsidiaries, Affiliates or any of their its respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination termination, cancellation, redemption or cancellation payment under, accelerate the performance required by, or result in the creation of any lienLien (or have any such result upon notice or lapse of time, pledge, security interest, charge or other encumbrance both) upon any of the respective properties or assets of the Company HNA or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company HNA or any of its respective Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (yii) above) for such violations, conflicts, beaches breaches or defaults whichwhich would not, either individually or in the aggregate, will not have a Material Adverse Effect on reasonably be expected to prevent or delay or impair the Companyability of HNA to perform its obligations hereunder. HNA has delivered to Buyer true, correct and complete copies of all HNA’s material contracts.

Authority; No Violation. (a) The Company Buyer has full corporate company power and authority to execute and deliver this Agreement and/or each Ancillary Agreement to which it is (or will be) a party and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Agreements to which it is (or will be) a party and the consummation by the Company of the Acquisition and the other transactions contemplated by this Agreement have hereby has been duly and validly approved by the Board board of Directors directors of the Company. Subject to the requirements of applicable lawBuyer, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate or other proceedings on the part of the Company Buyer or its Affiliates are necessary to approve this Agreement and or the Ancillary Agreements or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been duly and validly executed and delivered by the Company Buyer and (assuming the due authorization, execution and delivery by Parent and SubHNA) constitutes a legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Except as set forth in Schedule 3.03 hereto, neither None of the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated hereby, nor or the compliance by the Company Buyer with any of the terms or provisions hereof, will will, with or without the giving of notice, the termination of any grace period or both: (i) violateviolate any provision, conflict with with, or result in a breach of any provision or default under of the Certificate Organizational Documents of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Buyer or any of its Subsidiaries, or (ii) assuming that the consents, approvals and waiting periods referred to in Section 4.3(a), if any, are duly obtained or satisfied, (x) violate any Law or injunction applicable to Buyer, any of its Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination termination, cancellation, redemption or cancellation payment under, accelerate the performance required by, or result in the creation of any lienLien (or have any such result upon notice or lapse of time, pledge, security interest, charge or other encumbrance both) upon any of the respective properties or assets of the Company Buyer or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation Contract to which the Company Buyer or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause clauses (x) and (y) above) for such violations, conflicts, beaches breaches or defaults whichwhich would not, either individually or in the aggregate, will not have a Material Adverse Effect on reasonably be expected to prevent or materially delay the Companyability of Buyer to perform its obligations hereunder.

Authority; No Violation. Except as set forth in Section 4.1(c) of the Kaneb Disclosure Schedule: (ai) The Company KSL has full corporate the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject to the KSL Shareholders Approval. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by unanimous vote of the Board of Directors of the CompanyKSL, at a duly convened meeting thereof. Subject to the requirements of applicable law, the The Board of Directors of the Company KSL has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders KSL Shareholders for approval at a meeting of such stockholders (KSL Shareholders for the "Company Stockholder Meeting") purpose of approving the KSL Merger and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and (including any adjournment thereof, the transactions contemplated thereby “KSL Shareholders Meeting”), and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of MergerKSL Shareholders Approval, no other corporate proceedings limited liability company or other actions on the part of the Company KSL are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company KSL and (assuming the due authorization, execution and delivery by Parent and Subthe VLI Entities) constitutes a valid and binding obligation of the CompanyKSL, enforceable against the Company KSL in accordance with its terms. (bii) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyKSL, nor the consummation by the Company KSL of the transactions contemplated hereby, nor compliance by the Company KSL with any of the terms or provisions hereof, will (iA) violate, conflict with or result in a breach of violate any provision of the Certificate KSL LLC Agreement or the organizational documents of Incorporation its Subsidiaries, or Bylaws of the Company, (iiB) assuming that the consents and approvals referred to in Section 3.04 hereof 4.1(d) are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company KSL, any of its Subsidiaries or Partially Owned Entities or any of its Subsidiaries, or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Encumbrance upon any of the respective properties or assets of the Company or KSL, any of its Subsidiaries under or, to the KSL Entities’ Knowledge, their 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 the Company or KSL, any of its Subsidiaries or Partially Owned Entities is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, except (in the case of clause (yB) above) for such violations, conflicts, beaches breaches or defaults which, which either individually or in the aggregate, aggregate will not have a Material Adverse Effect on the CompanyKSL Entities or the Surviving LLC.

Authority; No Violation. (a) The Company FUSA has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanyFUSA. Subject to the requirements of applicable law, the The Board of Directors of the Company FUSA has directed that this Agreement and the transactions contemplated hereby be submitted to the CompanyFUSA's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate votes of Mergerthe outstanding shares of FUSA Capital Stock entitled to vote thereon, no other corporate proceedings on the part of the Company FUSA and no other stockholder votes are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company FUSA and (assuming the due authorization, execution and delivery by Parent and SubBanc One) constitutes a valid and binding obligation of the CompanyFUSA, enforceable against the Company FUSA in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, FUSA nor the consummation by the Company FUSA of the transactions contemplated hereby, nor compliance by the Company FUSA with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws By-Laws of the Company, FUSA or any FUSA Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company FUSA or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company FUSA or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which the Company FUSA or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (yii) above) for such violations, conflicts, beaches breaches or defaults which, either individually or in the aggregate, will would not have a Material Adverse Effect on the CompanyFUSA.

Authority; No Violation. (a) 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. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by all requisite corporate action on the Board of Directors part of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or to authorize or consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery of this Agreement by Parent and Subthe other parties hereto) constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Old Mutual Parties nor the consummation by the Company Old Mutual Parties of any of the transactions contemplated herebyhereby to be performed by them, nor compliance by the Company Old Mutual Parties with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Company Charter or Bylaws the bylaws of the Company, Company or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 2.4 are duly obtained, (x) violate violate, conflict with or require any statutenotice, codefiling, ordinanceconsent, rule, regulation, judgment, order, writ, decree waiver or injunction applicable approval under any Applicable Law to which the Company or any of its Subsidiariesproperties, contracts or any of their respective properties or assets, other assets are subject or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with or without notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienEncumbrance upon the Company Common Stock or the properties, pledge, security interest, charge contracts or other encumbrance upon any of the properties or assets of the Company under, or require any of its Subsidiaries under any of the termsnotice, conditions approval, waiver or provisions of consent under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (other than, in the case of clause clauses (x) and (y) above) for and other than with respect to Encumbrances upon the Company Common Stock, any such violationsitems that would not, conflicts, beaches or defaults which, either individually or in the aggregate, will not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company Board has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed unanimously determined that this Agreement and the transactions contemplated hereby be submitted to hereby, including the Company's Merger, on substantially the terms and conditions contemplated in this Agreement, are advisable and in the best interests of the Company and its stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted unanimously resolved to recommend to its that the stockholders that its stockholders approve and of the Company adopt this Agreement and the transactions contemplated thereby andMerger (the “Recommendation”), except for unless a Change of Recommendation occurs in accordance with Section 6.5. To the adoption extent of the Company Board’s power and authority and to the extent permitted by Law, the Company Board has elected or determined, as the case may be, that the Merger not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of antitakeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement. (b) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate, subject to the approval of this Agreement by the requisite affirmative vote of the Company's stockholders and holders of at least two-thirds (2/3) of the outstanding Company Shares entitled to vote thereon as of the record date of the Company Stockholder Meeting (the “Requisite Stockholder Vote”), the filing of the Certificate Summary Articles of Merger, no the Merger and the other corporate proceedings on the part transactions contemplated hereby and to perform each of its obligations hereunder. (c) Assuming receipt of the Company are necessary to approve this Agreement Required Approvals in Section 3.5 hereof, neither the execution, delivery and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered performance by the Company and (assuming the due authorization, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiariesof, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of timetime or both, or both would constitute a default) under, or result in the termination of, or result in the loss of any benefit or a creation of any right on the part of termination or cancellation any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, pledge, security interest, charge or Lien (other encumbrance than Permitted Liens and other Liens granted in connection with the Credit Agreement) upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note(A) its Articles of Incorporation or Bylaws, bond(B) the articles of incorporation, mortgagecharter, indenturebylaws, deed of trust, license, lease, agreement or other governing instrument or obligation comparable Organizational Documents of any of the Company’s Subsidiaries or (C) any Material Contract to which the Company or any of its Subsidiaries is a party, party or by which the Company or any of its Subsidiaries may be bound, or to which the Company or any of its Subsidiaries or any of the properties, assets, or rights of the Company or any of its Subsidiaries may be subject, except, in the case of clause (C), for such violations, conflicts, defaults, losses, creations, accelerations, terminations and breaches that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (ii) subject to compliance with the statutes and regulations referred to in Section 3.5 hereof, violate any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affectedassets, except (in the case of clause (y) above) for such violationsviolations that would not, conflicts, beaches or defaults which, either individually or in the aggregate, will not reasonably be expected to have a Company Material Adverse Effect Effect. (d) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger have been duly authorized by all requisite corporate action, if any, on the part of the Company; provided that the consummation by the Company of the Merger are subject to the approval of this Agreement by the Requisite Stockholder Vote. This Agreement has been duly executed and delivered by the Company and assuming due authorization, execution and delivery by the other parties hereto, constitutes legal, valid and binding obligations of the Company, enforceable in accordance with its terms, except to the extent that the enforcement thereof (i) may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws of general application affecting the enforcement of creditors’ rights generally and (ii) is subject to general equitable principles, whether considered in a proceeding at law or in equity (the “Bankruptcy Exceptions”).

Authority; No Violation. (ai) 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 herebyClosing. The execution and delivery of this Agreement and Agreement, the consummation performance by the Company of its obligations hereunder and the transactions contemplated by this Agreement consummation of the Closing (including the Investment) have been declared advisable and duly and validly approved by the board of directors of the Company (the “Board of Directors Directors”). As of the Company. Subject or prior to the requirements of applicable lawentry into this Agreement, the Board of Directors has determined that (A) the Company Share Issuance and the Conversions (collectively, the “Investment”), on the terms and subject to the conditions set forth herein, is in the best interests of the Company has directed that this Agreement and its stockholders and (B) the issuance of the shares of Common Stock and/or Preferred Stock, in each case, pursuant to the Other Investment Agreements and the other transactions contemplated hereby be submitted thereby, on the terms and subject to the Company's conditions set forth therein, in each case, are in the best interests of the Company and its stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted adopted a resolution to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other foregoing effect. No corporate proceedings on the part of the Company or any of its Subsidiaries are necessary to approve this Agreement and 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 the due authorization, execution and delivery by Parent and SubPurchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (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 rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (bii) Except as set forth in Schedule 3.03 hereto, neither None of the execution and delivery of this Agreement by the Company, nor the performance by the Company of its obligations hereunder, the consummation by the Company of the transactions contemplated herebyInvestment, nor or compliance by the Company with any of the terms or provisions hereof, will (iA) violate, conflict with or result in a breach of violate any provision of the Company Certificate of Incorporation or the Amended and Restated Bylaws of the CompanyCompany (as amended, restated, supplemented or otherwise modified from time to time, the “Company Bylaws”) or (iiB) assuming that the consents and approvals referred to in Section 3.04 hereof 2.2(d) are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Law applicable to the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause clauses (yB)(x) and (B)(y) above) for such violations, conflicts, beaches breaches, defaults, terminations, cancellations, accelerations or defaults whichcreations which would not, either individually or in the aggregate, will not reasonably be expected to have a Material Adverse Effect on Effect. (iii) The shares of Common Stock to be issued (x) hereunder have been and (y) subject to the CompanyRequisite Stockholder Vote and the filing of the Charter Amendment with the Delaware Secretary of State, upon the conversion of Preferred Stock pursuant to the 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 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 issuance or exercise. Neither the Common Stock nor the Preferred Stock will be issued in violation of any applicable Law.

Authority; No Violation. (a) The Company Buyer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by all requisite action on the Board part of Directors of the Company. Subject to the requirements of applicable lawBuyer, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company Buyer are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Buyer and (assuming the due authorization, execution and delivery of this Agreement by Parent and SubSeller) constitutes a the valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyBuyer, nor the consummation by the Company Buyer of the transactions contemplated herebyhereby to be performed by it, nor compliance by the Company Buyer with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Charter or Bylaws of the CompanyBuyer, or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 5.3 are duly obtained, (xA) violate in any statutematerial respect any Applicable Law with respect to Buyer, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, assets or (yB) violate, conflict with, result in a breach of any provisions of provision of, or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries Buyer is a party, or by which the Company Buyer or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults whichwhich would not, either individually or in the aggregate, will not have a Material Adverse Effect on prevent or materially delay the Companyperformance by Buyer of any of its obligations hereunder.

Authority; No Violation. (ai) The Company Phillips has full corporate power ----------------------- and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the CompanyPhillips. Subject to the requirements of applicable law, the The Board of Directors of the Company Phillips has directed that this Agreement and the transactions contemplated hereby thi▇ ▇▇▇▇▇▇ent be submitted to the Company's stockholders for approval Phillips'▇ ▇▇▇▇▇holders at a meeting of such Phillips stockholders for ▇▇▇ ▇▇▇▇▇▇e of adopting this Agreement (the ▇▇▇ "Company Stockholder ▇▇▇llips Stockholders Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the ----------------------------- adoption of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of MergerPhillips Common Stock (the "Phillips Stockholder -------------------- Approval"), no other corporate proceedings on the part of the Company Phillips are necessary -------- to approve this Agreement and to consummate c▇▇▇▇▇▇▇▇e the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Phillips and (assuming the due authorization, execution and delivery by Parent b▇ ▇▇▇▇▇▇, New Parent, Merger Sub One and SubMerger Sub Two) constitutes a valid and binding obligation of the CompanyPhillips, enforceable against the Company Phillips in accordance with its termsterm▇. (bii) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Phillips nor the consummation by the Company Phillips of the transactions contemplated cont▇▇▇▇▇▇▇▇ hereby, nor compliance by the Company b▇ ▇▇▇▇▇▇ps with any of the terms or provisions hereof, will (iA) violate, conflict with or result in a breach of any viol▇▇▇ ▇▇▇ provision of the Restated Certificate of Incorporation or Bylaws By-Laws of the CompanyPhillips, or (iiB) assuming that the consents and approvals referred to in Section 3.04 hereof ▇▇ ▇▇ ▇ection 4.2(d) are duly obtained, (xI) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Phillips or any of its Subsidiaries, Subsidiaries or any of their respective properties pro▇▇▇▇▇▇▇ or assets, assets or (yII) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, whichan event that, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, accelerate any right or benefit provided by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company Phillips or any of its Subsidiaries under under, any of the terms, conditions or condi▇▇▇▇▇ ▇▇ provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Phillips or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of they o▇ ▇▇▇ ▇▇ their respective properties or assets may be bound or affected, except (in the case of clause (yB) above) for such violations, conflicts, beaches breaches, losses, defaults, terminations, cancellations, accelerations or defaults whichLiens that, either individually or in the aggregate, will would not have a Material Adverse Effect on Phillips, the CompanyPhillips Surviving Corporation or New Parent.

Authority; No Violation. (a) The Company has ▇▇▇▇▇▇▇ and ▇▇▇▇▇ have full corporate power and authority to execute and deliver this Agreement and and, subject to the receipt of the Consents of the Regulatory Authorities, to consummate the transactions contemplated hereby. The execution execution, delivery, and delivery performance of this Agreement Agreement, and the consummation by the Company of the transactions contemplated by this Agreement hereby and in any related agreements, have been duly and validly approved authorized by the Board Boards of Directors of ▇▇▇▇▇▇▇ and ▇▇▇▇▇, and no other corporate or other proceedings on the Company. Subject part of ▇▇▇▇▇▇▇ and ▇▇▇▇▇ are or will be necessary to the requirements of applicable law, the Board of Directors of the Company has directed that authorize this Agreement other than the approval and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite affirmative vote of the Company's stockholders and the filing holders of a majority of the Certificate outstanding shares of Merger, no other corporate proceedings on the part ▇▇▇▇▇▇▇’▇ Common Stock. ▇▇▇▇▇▇▇’▇ Board of the Company are necessary to approve Directors has determined that this Agreement is advisable and has directed that this Agreement be submitted to consummate ▇▇▇▇▇▇▇’▇ stockholders for approval and adoption and has unanimously adopted a resolution to the transactions contemplated herebyforegoing effect and recommend that the stockholders adopt this Agreement. This Agreement has been duly and validly executed and delivered by is the Company and (assuming the due authorization, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the Company, ▇▇▇▇▇▇▇ and ▇▇▇▇▇ enforceable against the Company them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Except as set forth in Schedule 3.03 heretoNeither the execution, neither the execution and delivery or performance of this Agreement by the Company, ▇▇▇▇▇▇▇ or ▇▇▇▇▇ nor the consummation by the Company ▇▇▇▇▇▇▇ or ▇▇▇▇▇ of the transactions contemplated herebyhereby including the Bank Merger, nor compliance by the Company ▇▇▇▇▇▇▇ or ▇▇▇▇▇ with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Articles of Incorporation or Bylaws of ▇▇▇▇▇▇▇ or the CompanyArticles of Incorporation or Bylaws of ▇▇▇▇▇ or, (ii) assuming that the consents Consents of the Regulatory Authorities and approvals referred to in Section 3.04 hereof herein (including, without limitation the declaration of effectiveness of the Form S-4, compliance with all blue sky laws and NASDAQ notification requirements) are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary or their respective properties or assets, or (xiii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of ▇▇▇▇▇▇▇ or ▇▇▇▇▇ or any of their subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Subsidiary is a party, or by which it or any of its subsidiaries or any of their properties or assets may be bound or affected, or (iv) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company ▇▇▇▇▇▇▇ or any of its Subsidiaries, ▇▇▇▇▇▇▇ Subsidiary or any of their respective material properties or assets, except for (X) such conflicts, breaches or defaults as are set forth in Schedule 4.4 and (yY) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 respect to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (yii) and (iii) above) for , such violations, conflicts, beaches or defaults which, either as individually or in the aggregate, aggregate will not have a Material Adverse Effect on the Company▇▇▇▇▇▇▇.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each other agreement or instrument to be executed by ▇▇▇▇▇ in connection herewith, and the consummation performance by the Company ▇▇▇▇▇ of the transactions contemplated by this Agreement its obligations hereunder and thereunder, have been duly and validly approved by the Board all necessary corporate action of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement Buyer and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company Buyer are necessary to approve authorize the execution, delivery or performance of this Agreement and or to consummate the transactions contemplated hereby. , including the Closing. (b) This Agreement has and each other agreement or instrument to be executed by Buyer in connection herewith have been (or with respect to agreements or instruments to be executed at the Closing, will be) duly and validly executed and delivered by the Company ▇▇▇▇▇ and (assuming the due authorization, execution and delivery by Parent the Seller and Subthe Company, as applicable) constitutes constitute (or with respect to agreements or instruments to be executed at the Closing, will constitute) a valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (bc) Except as set forth in Schedule 3.03 heretoBuyer is not subject to any applicable Law, neither or rule or regulation of any Governmental Entity, or any material agreement or instrument, or subject to any Judgments which would be breached or violated, nor would the execution and Organizational Documents of Buyer be breached or violated, by ▇▇▇▇▇’s execution, delivery or performance of this Agreement by the Company, nor or the consummation by the Company of the transactions contemplated hereby, nor compliance in each case except as would not reasonably be expected to prevent or materially impair Buyer from timely consummating the transactions contemplated by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companythis Agreement.

Authority; No Violation. (ai) The Company has full corporate ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub have all requisite organizational power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by ▇▇▇▇▇▇ and the performance by Parent of its obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved authorized by the Board of Directors of Parent and all other necessary corporate action on the Company. Subject to the requirements part of applicable lawParent, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and other than the filing of the Certificate of MergerMerger with the Office of the Secretary of State of the State of Delaware, and no other corporate proceedings on the part of the Company Parent are necessary to approve authorize this Agreement and to consummate or the transactions contemplated hereby. The execution and delivery of this Agreement by ▇▇▇▇▇▇ Sub and the performance by ▇▇▇▇▇▇ Sub of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by the managing member of Merger Sub and all other necessary organizational action on the part of Merger Sub, other than the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware, and no other organizational proceedings on the part of Merger Sub or approvals of the equityholder of Merger Sub are necessary to authorize this Agreement or the transactions contemplated hereby that have not already been taken. This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇ and Merger Sub and constitutes, subject to execution by the Company and (assuming the due authorizationCompany, execution and delivery by Parent and Sub) constitutes a valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its termsterms (subject to the Bankruptcy and Equity Exceptions to the extent applicable thereto). (bii) Except as set forth in Schedule 3.03 hereto, neither the The execution and delivery by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Sub of this Agreement does not, and, except as described in Section 3.2(c)(iii), the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, ▇▇▇▇▇▇ and Merger Sub will not (iA) violate, conflict with or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, permit, concession, franchise or right binding upon Parent or any Subsidiary of Parent or result in the creation of any Lien upon any of the properties or assets of Parent or any Subsidiary of Parent, other than Permitted Liens, (B) conflict with or result in any violation of any provision of the Certificate Organizational Documents of Incorporation Parent, Merger Sub or Bylaws any Subsidiary of the Company, Parent or (iiC) assuming that the consents and approvals referred to conflict with or result in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction violation of any Laws applicable to the Company Parent or any Subsidiary of its Subsidiaries, Parent or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of 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 the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (than in the case of clause clauses (yA), (B) above(with respect to Subsidiaries of Parent) for such violationsand (C), conflictsas has not had and would not reasonably be expected to, beaches or defaults which, either individually or in the aggregate, will not (x) have a Parent Material Adverse Effect on or (y) prevent, materially delay or materially impair the Companyability of Parent to perform its obligations under this Agreement or to consummate the Merger. (iii) Except for (A) the applicable requirements, if any, of Blue Sky Laws, (B) required filings or approvals under the Exchange Act and the Securities Act, (C) any filings or approvals required under the rules and regulations of the NYSE and (D) the filing of the Certificate of Merger with, and the acceptance for record of the Certificate of Merger by, the Office of the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authority; No Violation. (a) The Company MB has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of MB and no other corporate action on the Company. Subject to the requirements part of applicable lawMB is necessary with respect thereto, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for other than the adoption of this Agreement by the requisite affirmative vote of the Companyholders of a majority of the outstanding shares of MB Common Stock with respect to the consummation of the MB Merger only. The Board of Directors of MB has directed that this Agreement be submitted to MB's stockholders and the filing for adoption at a meeting of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated herebysuch stockholders. This Agreement has been duly and validly executed and delivered by the Company MB and (assuming the due authorization, execution and delivery by Parent and SubMidCity) constitutes a valid and binding obligation of the CompanyMB, enforceable against the Company MB in accordance with its termsterms (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). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery by MB of this Agreement by the Company, nor the consummation by the Company MB or any of its financial institution Subsidiaries of the transactions contemplated hereby, nor compliance by the Company MB with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate MB Charter or By-laws or the governing documents of Incorporation or Bylaws any of the Company, its financial institution Subsidiaries; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof SECTION 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company MB or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, ; or (yiii) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company MB or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company MB or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected, affected except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyMB.