Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) Each of FSIC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub and (assuming due authorization, execution and delivery by CCT) constitutes the valid and binding obligation of each of FSIC and Merger Sub, enforceable against each of FSIC and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC GBDC and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSICGBDC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICGBDC, and the board of directors of Merger Sub. The Board of Directors of FSICGBDC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICGBDC, has unanimously (i) determined that (A) this Agreement and the terms of the Mergers Merger and the related Transactions are advisable and in the best interests of FSIC, GBDC and (B) determined that the interests of FSICGBDC’s existing stockholders will not be diluted (as provided under Rule 17a-8 of the Investment Company Act) as a result of the Transactions, has (ii) approved the FSIC Matters and has GBDC Matters, (iii) directed that the FSIC GBDC Matters be submitted to FSICGBDC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC GBDC Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of GBDC adopt and approve the GBDC Matters (such recommendation, the “GBDC Board Recommendation”). Except for receipt of obtaining from GBDC’s stockholders the affirmative vote of a majority of GBDC Requisite Vote to approve the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”)GBDC Matters, the Merger and the other Transactions have been authorized by all necessary corporate actionaction on the part of GBDC. This Agreement has been duly and validly executed and delivered by FSIC GBDC and Merger Sub and (assuming due authorization, execution and delivery by CCTGBDC 3 and GC Advisors) constitutes the valid and binding obligation of each of FSIC GBDC and Merger Sub, enforceable against each of FSIC GBDC and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC and Merger Sub SIC has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of each of FSICSIC Board. The SIC Board has determined that the Merger, including all this Agreement, the issuance of the Independent Directors of FSIC, Merger Shares and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that other transactions contemplated by this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsSIC and its stockholders, has approved the FSIC SIC Matters and has directed that the FSIC SIC Matters be submitted to FSICthe SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “FSIC Stockholders MeetingSIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for receipt the approval and adoption of the SIC Matters (i) with respect to the Merger and the Amended and Restated Charter, by the affirmative vote of the holders of a majority of the votes cast on outstanding shares of SIC Common Stock, (ii) with respect to the FSIC Matters Charter Amendment by the affirmative vote of the holders of at least two-thirds (2/3s) of the outstanding shares of SIC Common Stock, and (iii) with respect to the approval of the New Investment Advisory Agreement, the affirmative vote of the holders of the lesser of (A) 67% or more of the shares present (either in person or by proxy) at the SIC Stockholder Meeting and entitled to vote thereat and (B) a duly held meeting majority of such stockholders the outstanding shares of SIC Common Stock at the SIC Stockholder Meeting (collectively, the foregoing (i), (ii) and (iii), the “FSIC Requisite VoteSIC Stockholder Approval”), no other corporate proceedings on the part of SIC are necessary to approve the Merger, this Agreement, the issuance of the Merger Shares and the Settlement Shares or the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub SIC and (assuming due authorization, execution and delivery by CCTMCC) constitutes the valid and binding obligation of each of FSIC and Merger SubSIC, enforceable against each of FSIC and Merger Sub SIC in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC Parent and Merger Sub has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the TransactionsTransactions (other than the Second Merger). The execution and delivery of this Agreement and the consummation of the Transactions (other than the Second Merger) have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, Parent and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Parent has unanimously determined that this Agreement and the terms of the Mergers Merger and the related Transactions (other than the Second Merger) are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsParent and its stockholders, has approved the FSIC Parent Matters and has directed that the FSIC Parent Matters be submitted to FSICParent’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes cast on shares of the FSIC Parent Common Stock entitled to vote to approve the Parent Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”)pursuant to this Agreement, the Merger and the other Transactions (other than the Second Merger) have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC Parent and Merger Sub and (assuming due authorization, execution and delivery by CCTthe Company) constitutes the valid and binding obligation of each of FSIC Parent and Merger Sub, enforceable against each of FSIC Parent and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC and Merger Sub SIC has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the SIC Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of each of FSICSIC Board. The SIC Board has determined that the Merger, including all this Agreement, the issuance of the Independent Directors of FSIC, Merger Shares and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that other transactions contemplated by this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsSIC and its stockholders, has approved the FSIC SIC Matters and has directed that the FSIC SIC Matters be submitted to FSICthe SIC’s stockholders for approval and adoption at a duly held meeting of such stockholders, together with the recommendation of the SIC Board that the stockholders approve and adopt the SIC Matters (the “FSIC Stockholders MeetingSIC Board Recommendation”) and has adopted a resolution to the foregoing effect. Except for receipt the approval and adoption of the SIC Matters by the affirmative vote of the holders of a majority of the votes cast on the FSIC Matters at a duly held meeting outstanding shares of such stockholders SIC Common Stock (the “FSIC Requisite VoteSIC Stockholder Approval”)) at the SIC Stockholder Meeting, no other corporate proceedings on the part of SIC are necessary to approve the Merger, this Agreement, the issuance of the Merger and Shares or the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub SIC and (assuming due authorization, execution and delivery by CCTMCC) constitutes the valid and binding obligation of each of FSIC and Merger SubSIC, enforceable against each of FSIC and Merger Sub SIC in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC and Merger Sub NewBridge has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubNewBridge. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, NewBridge has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsNewBridge and its shareholders, has approved the FSIC Matters adopted this Agreement and has directed that this Agreement and the FSIC Matters transactions contemplated hereby be submitted to FSICNewBridge’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement required under North Carolina law by the affirmative vote of a majority of the votes cast on outstanding shares of each class of the FSIC Matters at a duly held meeting of such stockholders NewBridge Common Stock, each class voting separately (the “FSIC Requisite NewBridge Vote”), no other corporate proceedings on the Merger and part of NewBridge are necessary to approve this Agreement or to consummate the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub NewBridge and (assuming due authorization, execution and delivery by CCTYadkin) constitutes the a valid and binding obligation of each of FSIC and Merger SubNewBridge, enforceable against each of FSIC and Merger Sub NewBridge in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions).

Authority; No Violation. (a) Each of FSIC and Merger Sub GCIC has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSICGCIC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSIC, and Merger SubGCIC. The Board of Directors of FSICGCIC Board, including including, after separate meetings and discussion, all of the Independent Directors of FSICGCIC, has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSICGCIC, determined that the interests of FSICGCIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC GCIC Matters and has directed that the FSIC GCIC Matters be submitted to FSICGCIC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC GCIC Stockholders Meeting”) and has adopted a resolution resolutions to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes entitled to be cast on the FSIC matter by the holders of outstanding shares of GCIC Common Stock to approve the GCIC Matters at a duly held meeting of such GCIC stockholders (the “FSIC GCIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub GCIC and (assuming due authorization, execution and delivery by CCTGBDC and Merger Sub) constitutes the valid and binding obligation of each of FSIC and Merger SubGCIC, enforceable against each of FSIC and Merger Sub GCIC in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) Each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors Governors of each of FSICFSIC II, including all of the Independent Directors Governors of FSICFSIC II, Merger Sub 1, Merger Sub 2 and Merger SubSub 3. The Board of Directors Governors of FSICFSIC II, including all of the Independent Directors Governors of FSICFSIC II, has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSICFSIC II, determined that the interests of FSICFSIC II’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC II Matters and has directed that the FSIC II Matters be submitted to FSICFSIC II’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC II Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote FSIC II Requisite Vote and the adoption of a majority this Agreement by FSIC II, in its capacity as sole stockholder of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”)Merger Sub 2, the Merger Mergers and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 and (assuming due authorization, execution and delivery by CCTeach Company) constitutes the valid and binding obligation of each of FSIC II, Merger Sub 1, Merger Sub 2, and Merger SubSub 3, enforceable against each of FSIC II, Merger Sub 1, Merger Sub 2 and Merger Sub 3 in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC and Merger Sub PHC has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the PHC Shareholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all PHC. As of the Independent date of this Agreement, the Board of Directors of FSIC, PHC has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters PHC and its shareholders and has directed that the FSIC Matters issuance of shares of PHC Common Stock to be issued in connection with this Agreement and the Merger (the “PHC Stock Issuance”) be submitted to FSICPHC’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for the receipt of the affirmative vote to approve the PHC Stock Issuance by the holders of the PHC Common Stock by a majority of the total votes cast on the FSIC Matters at a duly held meeting of such stockholders called therefor (the “FSIC Requisite VotePHC Shareholder Approval”), the Merger this Agreement and the other Transactions transactions contemplated hereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub PHC and (assuming due authorization, execution and delivery by CCTMBI) constitutes the valid and binding obligation of each of FSIC and Merger SubPHC, enforceable against each of FSIC and Merger Sub PHC in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC GSBD and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution GSBD Board (on the recommendation of the GSBD Special Committee) has unanimously (i) determined that (A) this Agreement and delivery the terms of the Mergers and the Transactions are fair to and in the best interests of GSBD and the Unaffiliated GSBD Stockholders and (B) the interests of GSBD’s existing stockholders will not be diluted as a result of the Transactions, (ii) approved and declared advisable this Agreement and the Transactions, (iii) approved the other GSBD Matters, (iv) directed that the adoption of this Agreement and the consummation approval of the Transactions have been other GSBD Matters be submitted to GSBD’s stockholders at a duly held meeting of such stockholders (the “GSBD Stockholders Meeting”) and validly approved by (v) resolved to recommend that the Boards stockholders of Directors of each of FSICGSBD adopt this Agreement and approve the other GSBD Matters (such recommendation, including all of the Independent Directors of FSIC, and Merger Sub“GSBD Board Recommendation”). The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Merger Sub has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are advisable fair to and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub and (assuming due authorizationits sole stockholder, execution approved and delivery declared advisable this Agreement and the Transactions and resolved to recommend the adoption of this Agreement by CCT) constitutes GSBD, in GSBD’s capacity as the valid and binding obligation sole stockholder of each of FSIC and Merger Sub, enforceable against each of FSIC and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).Merger

Authority; No Violation. (a) Each of FSIC and Merger Sub LINK has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger, the Bank Mergers and the Charter Amendment) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubLINK. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, LINK has unanimously (i) determined that this Agreement and the transactions contemplated hereby, on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable advisable, fair to and in the best interests of FSICLINK and its shareholders, determined that (ii) adopted, approved and declared advisable this Agreement and the interests of FSIC’s existing stockholders will not be diluted as a result of transactions contemplated hereby (including the TransactionsMerger), has approved the FSIC Matters and (iii) has directed that the FSIC Matters Agreement and the transactions contemplated hereby be submitted to FSICLINK’s stockholders shareholders for approval at a duly held called and convened meeting of such stockholders shareholders, (iv) has recommended that its shareholders approve the “FSIC Stockholders Meeting”Agreement and the transactions contemplated hereby and (v) and has adopted a resolution resolutions to the foregoing effect. Except for receipt (i) the approval of the affirmative vote of Agreement by a majority of all the votes cast on by the FSIC Matters holders of outstanding LINK Common Stock at a duly held meeting of such stockholders the shareholders of LINK at which a quorum exists, (ii) the approval of the issuance of shares of LINK Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of all votes cast at a meeting of the shareholders of LINK and (iii) the approval of the Charter Amendment by a vote of the majority of all votes cast at a meeting of the shareholders of LINK (collectively, the approvals in clauses (i), (ii) and (iii), the “FSIC Requisite LINK Vote”), (iv) the authorization of the execution of the Bank Merger Agreements by the Board of Directors of LINKBANK and the approval of the Bank Merger Agreements by LINK as LINKBANK’s sole shareholder and (v) the adoption of resolutions to give effect to the provisions of Section 6.13 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of LINK is necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub XXXX and (assuming due authorization, execution and delivery by CCTPartners) constitutes the a valid and binding obligation of each of FSIC and Merger SubLINK, enforceable against each of FSIC and Merger Sub LINK in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of LINK Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite LINK Vote), when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of LINK will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Each of FSIC and Merger Sub PFIS has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubPFIS. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, PFIS has unanimously (i) determined that this Agreement and the transactions contemplated hereby, on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable advisable, fair to and in the best interests of FSICPFIS, determined that (ii) adopted, approved and declared advisable this Agreement and the interests transactions contemplated hereby (including the Merger and the plan of FSIC’s existing stockholders will not be diluted as a result of the Transactionsmerger contained herein), has approved the FSIC Matters and (iii) has directed that the FSIC Matters Agreement and the transactions contemplated hereby be submitted to FSICPFIS’s stockholders shareholders for approval at a duly held called and convened meeting of such stockholders shareholders, (iv) has recommended that its shareholders approve this Agreement (including the “FSIC Stockholders Meeting”Merger and the plan of merger contained herein) and the transactions contemplated hereby and (v) has adopted a resolution resolutions to the foregoing effect. Except for receipt (i) the approval of the affirmative vote of Agreement by a majority of all the votes cast by the holders of outstanding PFIS Common Stock entitled to vote on the FSIC Matters such matter at a duly held meeting of such stockholders the shareholders of PFIS at which a quorum exists and (ii) the approval of the issuance of shares of PFIS Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of all votes cast at a meeting of the shareholders of PFIS (collectively, the approvals in clauses (i) and (ii), the “FSIC Requisite PFIS Vote”), (iii) the authorization of the execution of the Bank Merger Agreement by the Board of Directors of Peoples Bank and the approval of the Bank Merger Agreement by PFIS as Peoples Bank’s sole shareholder and (iv) the adoption of resolutions to give effect to the provisions of Section 6.13 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of PFIS is necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub PFIS and (assuming due authorization, execution and delivery by CCTFNCB) constitutes the a valid and binding obligation of each of FSIC and Merger SubPFIS, enforceable against each of FSIC and Merger Sub PFIS in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of PFIS Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite PFIS Vote), when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of PFIS will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Each of FSIC and Merger Sub North has all requisite full corporate power and authority to execute and deliver this Agreement, and subject to receipt of the Requisite North Vote and the Requisite Regulatory Approvals, to perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubNorth. The Board of Directors of FSICNorth has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, North and its stockholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICNorth’s stockholders for adoption and approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt (i) the approval of the issuance of the North Common Stock by the affirmative vote of a majority of the total votes cast by holders of North Class A Common Stock and North Class B Common Stock, (ii) the approval of this Agreement and the North Charter Amendment by the affirmative vote of a majority of the votes entitled to be cast by the outstanding North Class A Common Stock and North Class B Common Stock, voting together as one group and (iii) the approval of the North Charter Amendment by the affirmative vote of a majority of the votes entitled to be cast by the outstanding North Class A Common Stock, voting separately as a separate class (subparagraphs (i), (ii) and (iii), collectively, the “Requisite North Vote”) and (iii) the adoption and approval of the Bank Merger Agreement by North Bank and North as its sole stockholder, no other corporate proceedings on the FSIC Matters at a duly held meeting part of such stockholders (North are necessary to approve this Agreement or to consummate the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub North and (assuming due authorization, execution and delivery by CCTSouth) constitutes the a valid and binding obligation of each of FSIC and Merger SubNorth, enforceable against each of FSIC and Merger Sub North in accordance with its terms (terms, except as may be limited by the Bankruptcy and Equity Exception)Enforceability Exceptions.

Authority; No Violation. (a) Each of FSIC and Merger Sub The Company has all requisite full corporate power and authority to execute and deliver enter into this Agreement and and, subject to receipt of the Company Stockholder Approval, to consummate the Merger and the other transactions contemplated by this Agreement (the “Transactions”). The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved adopted by the Boards Company Board and, except for (i) the approval of Directors of each of FSIC, including all this Agreement and the Transactions by the affirmative vote of the Independent Directors holders of FSIC, and Merger Sub. The Board of Directors of FSIC, including all a majority of the Independent Directors outstanding Shares entitled to vote at such meeting, voting together as a single voting group (the “Company Stockholder Approval”) and (ii) the filing of FSICthe Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the Transactions. Subject to Section 6.9(c), the Company Board has unanimously (i) determined that this Agreement and the terms of the Mergers and the related Transactions are advisable and fair to and in the best interests of FSICthe Company’s stockholders, determined and (ii) resolved to recommend that the interests of FSICCompany’s existing stockholders will not be diluted as a result of adopt and approve this Agreement and the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote of a majority of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub and (the Company and, assuming due authorization, execution and delivery by CCT) this Agreement constitutes the valid and binding obligation agreement of each of FSIC Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against each of FSIC and Merger Sub the Company in accordance with its terms (terms, except as such enforceability (A) may be limited by the Bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and Equity Exception(B) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity).

Authority; No Violation. (a) Each of FSIC and Merger Sub FSKR has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and FSKR Board (on the consummation recommendation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the FSKR Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Directors) has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that FSKR and the Unaffiliated FSKR Stockholders and (B) the interests of FSICFSKR’s existing stockholders will not be diluted as a result of the Transactions, has (ii) approved this Agreement and the FSIC Matters and has Transactions, (iii) directed that the FSIC Matters Merger and this Agreement be submitted to FSICFSKR’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC FSKR Stockholders Meeting”) and has adopted a resolution (iv) resolved to recommend that the foregoing effectstockholders of FSKR approve the Merger (such recommendation, the “FSKR Board Recommendation”). Except for receipt of the affirmative vote FSKR Requisite Vote, the execution and delivery of a majority this Agreement and the consummation of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger Mergers and the other Transactions have been authorized by all necessary corporate actionaction on the part of FSKR. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub FSKR and (assuming due authorization, execution and delivery by CCTFSK, Merger Sub and the Joint Advisor) constitutes the valid and binding obligation of each of FSIC and Merger SubFSKR, enforceable against each of FSIC and Merger Sub FSKR in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”)).

Authority; No Violation. (a) Each of FSIC and Merger Sub The Seller has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. The adoption, execution and delivery of this Agreement and the other Transaction Documents to which the Seller is a party, and the approval of the consummation of the Transactions have transactions contemplated hereby and thereby have, as of the date of approval by the board of directors of the Seller, been recommended by, and are duly and validly adopted and approved by the Boards of Directors of each of FSIC, including all unanimous vote of the Independent Directors board of FSIC, and Merger Subdirectors of the Seller. The Board board of Directors of FSIC, including all directors of the Independent Directors of FSIC, Seller has unanimously determined directed that this Agreement and the terms of transactions contemplated hereby, including the Mergers and the related Transactions are advisable and in the best interests of FSICMerger, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s the stockholders of the Seller for adoption and approval at a duly held meeting of such stockholders (and, except for the “FSIC Stockholders Meeting”) adoption and has adopted a resolution to approval of this Agreement and the foregoing effect. Except for receipt Merger by the Seller’s stockholders, no other corporate action and no other corporate proceedings on the part of the affirmative vote of a majority of Seller are necessary to authorize this Agreement and the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), other Transaction Documents or to consummate the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by FSIC and Merger Sub the Seller and (assuming due authorization, execution and delivery by CCTthe Buyer, Merger Sub and the other parties thereto) constitutes constitute the valid and binding obligation obligations of each of FSIC and Merger Subthe Seller, enforceable against each of FSIC and Merger Sub the Seller in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception)their respective terms.

Authority; No Violation. (ai) Each of FSIC and Merger Sub GFHF has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the GFHF Shareholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all GFHF. As of the Independent date of this Agreement, the Board of Directors of FSIC, GFHF has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters GFHF and its shareholders and has directed that the FSIC Matters this Agreement be submitted to FSICGFHF’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt of the affirmative vote to approve this Agreement by the holders of a majority of the votes cast on the FSIC Matters outstanding shares of GFHF Common Stock at a duly held meeting of such stockholders called therefor (the “FSIC Requisite VoteGFHF Shareholder Approval”), the Merger this Agreement and the other Transactions transactions contemplated hereby have been authorized by all necessary corporate actionaction of GFHF. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub GFHF and (assuming due authorization, execution and delivery by CCTCenterState) constitutes the valid and binding obligation of each of FSIC and Merger SubGFHF, enforceable against each of FSIC and Merger Sub GFHF in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (the “Bankruptcy and Equity Exception”).

Authority; No Violation. (a) Each of FSIC and Merger Sub Except as specified below in this Section 3.3(a), Washington Banking has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubWashington Banking. The Board of Directors of FSICWashington Banking has determined that the Merger, including all on the terms and conditions set forth in this Agreement, is in the best interests of the Independent Directors of FSIC, Washington Banking and its shareholders and has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters transactions contemplated hereby be submitted to FSICWashington Banking’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for receipt the approval of this Agreement by the affirmative vote of a majority the holders of two-thirds of the votes cast on the FSIC Matters at a duly held meeting outstanding shares of such stockholders Washington Banking Common Stock (the “FSIC Requisite Washington Banking Vote”), the Merger and the adoption and approval of the Bank Merger Agreement by Washington Banking as the sole shareholder of Whidbey Island Bank, no other Transactions have been authorized by all corporate proceedings on the part of Washington Banking are necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Washington Banking and (assuming due authorization, execution and delivery by CCTHeritage) constitutes the a valid and binding obligation of each of FSIC and Merger SubWashington Banking, enforceable against each of FSIC and Merger Sub Washington Banking in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy and Equity ExceptionEnforceability Exception (as defined in Section 3.16)).

Authority; No Violation. (a) Each of FSIC and Merger Sub Hexcel has all requisite full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions Merger have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubHexcel. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Hexcel has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the TransactionsHexcel and its stockholders, has adopted and approved this Agreement and the FSIC Matters transactions contemplated hereby (including the Merger), and has directed that the FSIC Matters this Agreement be submitted to FSICHexcel’s stockholders for approval adoption at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt the adoption of this Agreement by the affirmative vote holders of a majority of the votes cast outstanding shares of Hexcel Common Stock entitled to vote on the FSIC Matters such matter at a duly held meeting of Hexcel stockholders duly called and held for such stockholders purpose (the “FSIC Requisite Hexcel Vote”), no other corporate proceedings on the Merger and part of Hexcel are necessary to approve this Agreement or to consummate the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Hexcel and (assuming due authorization, execution and delivery by CCTXxxxxxxx and Merger Sub) constitutes the a valid and binding obligation of each of FSIC and Merger SubHexcel, enforceable against each of FSIC and Merger Sub Hexcel in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy and Equity ExceptionEnforceability Exceptions).

Authority; No Violation. (a) Each of FSIC and Merger Sub LINK has all requisite full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby (including the Merger, the Bank Mergers and the Charter Amendment) have been duly and validly approved by the Boards Board of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubLINK. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, LINK has unanimously (i) determined that this Agreement and the transactions contemplated hereby, on the terms of the Mergers and the related Transactions conditions set forth in this Agreement, are advisable advisable, fair to and in the best interests of FSICLINK and its shareholders, determined that (ii) adopted, approved and declared advisable this Agreement and the interests of FSIC’s existing stockholders will not be diluted as a result of transactions contemplated hereby (including the TransactionsMerger), has approved the FSIC Matters and (iii) has directed that the FSIC Matters Agreement and the transactions contemplated hereby be submitted to FSICLINK’s stockholders shareholders for approval at a duly held called and convened meeting of such stockholders shareholders, (iv) has recommended that its shareholders approve the “FSIC Stockholders Meeting”Agreement and the transactions contemplated hereby and (v) and has adopted a resolution resolutions to the foregoing effect. Except for receipt (i) the approval of the affirmative vote of Agreement by a majority of all the votes cast on by the FSIC Matters holders of outstanding LINK Common Stock at a duly held meeting of such stockholders the shareholders of LINK at which a quorum exists, (ii) the approval of the issuance of shares of LINK Common Stock in connection with the Merger as contemplated by this Agreement by a vote of the majority of all votes cast at a meeting of the shareholders of LINK and (iii) the approval of the Charter Amendment by a vote of the majority of all votes cast at a meeting of the shareholders of LINK (collectively, the approvals in clauses (i), (ii) and (iii), the “FSIC Requisite LINK Vote”), (iv) the authorization of the execution of the Bank Merger Agreements by the Board of Directors of LINKBANK and the approval of the Bank Merger Agreements by LINK as LINKBANK’s sole shareholder and (v) the adoption of resolutions to give effect to the provisions of Section 6.13 in connection with the Closing, no other Transactions have been authorized by all corporate proceedings on the part of LINK is necessary corporate actionto approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub LXXX and (assuming due authorization, execution and delivery by CCTPartners) constitutes the a valid and binding obligation of each of FSIC and Merger SubLINK, enforceable against each of FSIC and Merger Sub LINK in accordance with its terms (except in all cases as such enforceability may be limited by the Bankruptcy Enforceability Exceptions). The shares of LINK Common Stock to be issued in the Merger have been validly authorized (subject to receipt of the Requisite LINK Vote), when issued, will be validly issued, fully paid and Equity Exception)nonassessable, and no current or past shareholder of LINK will have any preemptive right or similar rights in respect thereof.

Authority; No Violation. (a) Each of FSIC and Merger Sub FSGI has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized and approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubFSGI Board. The FSGI Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that this Agreement and the Merger, on substantially the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is advisable and in the best interests of FSICFSGI and its shareholders, determined and that the Agreement and the transactions contemplated hereby are in the best interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters FSGI and its shareholders. The FSGI Board has directed that the FSIC Matters Merger, on substantially the terms and conditions set forth in this Agreement, be submitted to FSICFSGI’s stockholders shareholders for approval consideration at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to recommended that FSGI’s shareholders vote in favor of the foregoing effectadoption and approval of this Agreement and the transactions contemplated hereby. Except for receipt the approval of this Agreement by the affirmative vote of the holders of a majority of the votes cast outstanding shares of FSGI Common Stock entitled to vote at such meeting, no other corporate proceedings on the FSIC Matters at a duly held meeting part of such stockholders (FSGI are necessary to approve this Agreement or to consummate the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub FSGI and (assuming due authorization, execution and delivery by CCTAtlantic Capital) constitutes the valid and binding obligation of each of FSIC and Merger SubFSGI, enforceable against each of FSIC and Merger Sub FSGI in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally or by 12 U.S.C. Section 1818(b)(6)(D) (or any successor statute) and Equity Exceptionany bank regulatory powers and subject to general principles of equity).

Authority; No Violation. (a) Each of FSIC FSK and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and FSK Board (on the consummation recommendation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the FSK Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, Directors) has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that FSK and the Unaffiliated FSK Stockholders and (B) the interests of FSICFSK’s existing stockholders will not be diluted as a result of the Transactions, has (ii) approved this Agreement and the Transactions, (iii) approved the FSIC Matters and has other FSK Matters, (iv) directed that the FSIC Merger and this Agreement and the other FSK Matters be submitted to FSICFSK’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC FSK Stockholders Meeting”) and (v) resolved to recommend that the stockholders of FSK approve this Agreement and the other FSK Matters (such recommendation, the “FSK Board Recommendation”). The Board of Directors of Merger Sub has adopted a resolution to unanimously determined that this Agreement and the foregoing effectterms of the Merger and the Transactions are advisable and in the best interests of Merger Sub and its sole stockholder, approved this Agreement and the Transactions and, in FSK’s capacity as the sole stockholder of Merger Sub approved the Merger. Except for receipt of the affirmative vote FSK Requisite Vote, the execution and delivery of a majority this Agreement by FSK and Merger Sub and the consummation of the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), the Merger Mergers and the other Transactions have been authorized by all necessary corporate actionaction on the part of FSK and Merger Sub. This Agreement has been duly and validly executed and delivered by FSIC FSK and Merger Sub and (assuming due authorization, execution and delivery by CCTFSKR and the Joint Advisor) constitutes the valid and binding obligation of each of FSIC FSK and Merger Sub, enforceable against each of FSIC FSK and Merger Sub in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC and Merger Sub The Seller has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. The adoption, execution and delivery of this Agreement and the other Transaction Documents to which the Seller is a party, and the approval of the consummation of the Transactions have transactions contemplated hereby and thereby have, as of the date of approval by the board of directors of the Seller, been recommended by, and are duly and validly adopted and approved by the Boards of Directors of each of FSIC, including all unanimous vote of the Independent Directors board of FSIC, and Merger Subdirectors of the Seller. The Board board of Directors of FSIC, including all directors of the Independent Directors of FSIC, Seller has unanimously determined directed that this Agreement and the terms of transactions contemplated hereby, including the Mergers and the related Transactions are advisable and in the best interests of FSICMerger, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s the stockholders of the Seller for adoption and approval at a duly held meeting of such stockholders (and, except for the “FSIC Stockholders Meeting”) adoption and has adopted a resolution to approval of this Agreement and the foregoing effect. Except for receipt Merger by the Seller's stockholders, no other corporate action and no other corporate proceedings on the part of the affirmative vote of a majority of Seller are necessary to authorize this Agreement and the votes cast on the FSIC Matters at a duly held meeting of such stockholders (the “FSIC Requisite Vote”), other Transaction Documents or to consummate the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents have been duly and validly executed and delivered by FSIC and Merger Sub the Seller and (assuming due authorization, execution and delivery by CCTthe Buyer, Merger Sub and the other parties thereto) constitutes constitute the valid and binding obligation obligations of each of FSIC and Merger Subthe Seller, enforceable against each of FSIC and Merger Sub the Seller in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception)their respective terms.

Authority; No Violation. (ai) Each of FSIC and Merger Sub the VLI Entities has all the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to VLI Unitholders Approval. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each of FSICVLI Sub B and VLI, including all of the Independent Directors of FSICas its sole member, and Merger Subby Parent GP, on behalf of VLI GP. The Board Parent GP, on behalf of Directors of FSIC, including all of the Independent Directors of FSICVLI GP, has unanimously determined directed that this Agreement and the terms of the Mergers and the related Transactions are advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters be submitted to FSIC’s stockholders VLI Unitholders for approval at a duly held meeting of such stockholders VLI Unitholders for the purpose of approving the issuance of the VLI Common Units constituting the KPP Consideration in the KPP Merger (the “FSIC Stockholders Meeting”) and has adopted a resolution to "VLI UNITHOLDERS MEETING"), and, except for the foregoing effect. Except for receipt approval of the affirmative vote issuance of VLI Common Units in the KPP Merger by both the holders of a majority of the votes cast outstanding VLI Common Units and the holders of a majority of the outstanding VLI Subordinated Units, each voting as a separate class, (holders of VLI Common Units and VLI Subordinated Units are referred to collectively herein as the "VLI UNITHOLDERS") at a meeting of VLI Unitholders at which a quorum is present (the "VLI UNITHOLDERS APPROVAL"), no other proceedings on the FSIC Matters at a duly held meeting part of such stockholders (VLI are necessary to approve this Agreement and to consummate the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub the VLI Entities and (assuming due authorization, execution and delivery by CCTthe Kaneb Entities) constitutes the a valid and binding obligation of each of FSIC and Merger Subthe VLI Entities, enforceable against each of FSIC and Merger Sub the VLI Entities in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exception)terms.

Authority; No Violation. (a) Each of FSIC and Merger Sub CenterState has all requisite full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the CenterState Shareholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all CenterState. As of the Independent date of this Agreement, the Board of Directors of FSIC, CenterState has unanimously determined that this Agreement and the terms of the Mergers and the related Transactions are is advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters CenterState and its shareholders and has directed that the FSIC Matters issuance of shares of CenterState Common Stock to be issued in connection with this Agreement and the Merger be submitted to FSICCenterState’s stockholders shareholders for approval at a duly held meeting of such stockholders (the “FSIC Stockholders Meeting”) shareholders and has adopted a resolution to the foregoing effect. Except for the receipt of the affirmative vote to approve the issuance of shares of CenterState Common Stock to be issued by CenterState in connection with this Agreement and the Merger by a vote of a majority of the total votes cast on the FSIC Matters pursuant to Nasdaq Listing Rule 5635 at a duly held meeting of such stockholders called therefor (the “FSIC Requisite VoteCenterState Shareholder Approval”), the Merger this Agreement and the other Transactions transactions contemplated hereby have been authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub CenterState and (assuming due authorization, execution and delivery by CCTFirst Southern) constitutes the valid and binding obligation of each of FSIC and Merger SubCenterState, enforceable against each of FSIC and Merger Sub CenterState in accordance with its terms (except as may be limited by subject to the Bankruptcy and Equity Exception).

Authority; No Violation. (a) Each of FSIC and Merger Sub Investors Financial has all requisite full corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance by Investors Financial of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSICInvestors Financial. On or prior to the date hereof, including all and subject to Section 6.3, the Board of the Independent Directors of FSIC, Investors Financial has unanimously determined that this Agreement and the Merger, on the terms of the Mergers and the related Transactions are conditions set forth in this Agreement, is fair to, advisable and in the best interests of FSIC, determined that the interests of FSIC’s existing Investors Financial and its stockholders will not be diluted as a result of the Transactions, has approved the FSIC Matters and has directed that the FSIC Matters Merger, on the terms and conditions set forth in this Agreement, be submitted to FSICInvestors Financial’s stockholders for approval consideration and adoption at a duly held meeting of such stockholders (and, except for the “FSIC Stockholders Meeting”) and has adopted a resolution to the foregoing effect. Except for receipt approval of this Agreement by the affirmative vote of the holders of a majority of the votes cast outstanding shares of Investors Financial Common Stock entitled to vote at such meeting, no other corporate proceedings on the FSIC Matters at a duly held meeting part of such Investors Financial are necessary to approve and adopt this Agreement or to consummate the transactions contemplated hereby. The Board of Directors of Investors Financial has recommended that the stockholders (the “FSIC Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actionof Investors Financial adopt this Agreement. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Investors Financial and (assuming due authorization, execution and delivery by CCTState Street) constitutes the valid and binding obligation of each of FSIC and Merger SubInvestors Financial, enforceable against each of FSIC and Merger Sub Investors Financial in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionsubject to general principles of equity). The actions described in this paragraph as taken by the Board of Directors of Investors Financial have not been subsequently rescinded, modified or withdrawn in any way.

Authority; No Violation. (a) Each of FSIC and Merger Sub Xxxxx has all requisite full corporate power and authority to execute and deliver this Agreement and Agreement, to consummate the TransactionsMerger and the other Transactions and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Merger and the other Transactions have been duly and validly approved by the Boards of Directors of each of FSIC, including all of the Independent Directors of FSIC, and Merger SubKraft Board. The Kraft Board of Directors of FSIC, including all of the Independent Directors of FSIC, has unanimously determined that this Agreement and the terms of the Mergers Merger and the related other Transactions are advisable and in the best interests of FSICKraft and its shareholders, determined has adopted this Agreement and recommended that the interests of FSIC’s existing stockholders will not be diluted as a result its shareholders vote in favor of the Transactions, has approved the FSIC Matters approval of this Agreement and has directed that the FSIC Matters this Agreement be submitted to FSICKraft’s stockholders shareholders for approval at a duly held meeting of such stockholders shareholders for such purpose (the “FSIC Stockholders Kraft Shareholders Meeting”) and has adopted a resolution to the foregoing effect). Except for receipt the approval of this Agreement by the affirmative vote of holders of a majority of the votes cast on outstanding shares of Kraft Common Stock entitled to vote at the FSIC Matters at a duly held meeting of such stockholders Kraft Shareholders Meeting (the “FSIC Requisite VoteKraft Shareholder Approval”) (and, for the avoidance of doubt, corporate proceedings of the Initial Surviving Company in connection with the Subsequent Merger), no other corporate proceedings on the part of Kraft or any other vote by the holders of any class or series of Kraft Capital Stock are necessary to approve or adopt this Agreement or to consummate the Merger and the other Transactions have been authorized (except for the filing of the appropriate merger documents as required by all necessary corporate actionthe VSCA). This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub Xxxxx and (assuming due authorization, execution and delivery by CCTthe other parties hereto) constitutes the valid and binding obligation of each of FSIC and Merger SubKraft, enforceable against each of FSIC and Merger Sub Kraft in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the Bankruptcy rights of creditors generally and Equity Exceptionthe availability of equitable remedies).

Authority; No Violation. (a) Each of FSIC and Merger Sub OCSI has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly approved by the Boards of Directors of each of FSIC, including all OCSI Board. The OCSI Board (on the recommendation of the Independent Directors of FSIC, and Merger Sub. The Board of Directors of FSIC, including all of the Independent Directors of FSIC, OCSI Special Committee) has unanimously (i) determined that (A) this Agreement and the terms of the Mergers and the related Transactions are advisable fair to and in the best interests of FSIC, determined that OCSI and (B) the interests of FSICOCSI’s existing stockholders will not be diluted as a result of the Transactions, has (ii) approved, adopted and declared advisable this Agreement and the Transactions, (iii) approved the FSIC Matters and has other OCSI Matters, (iv) directed that the FSIC adoption of this Agreement and approval of the other OCSI Matters be submitted to FSICOCSI’s stockholders for approval at a duly held meeting of such stockholders (the “FSIC OCSI Stockholders Meeting”) and has adopted a resolution (v) resolved to recommend that the foregoing effectstockholders of OCSI adopt this Agreement and approve the other OCSI Matters. Except for receipt of the affirmative vote approval of at least a majority of the votes cast on outstanding shares of OCSI Common Stock entitled to vote thereon to approve the FSIC OCSI Matters at a duly held meeting of such OCSI stockholders (the “FSIC OCSI Requisite Vote”), the Merger and the other Transactions have been authorized by all necessary corporate actionaction on the part of OCSI. This Agreement has been duly and validly executed and delivered by FSIC and Merger Sub OCSI and (assuming due authorization, execution and delivery by CCTOCSL, Merger Sub and OFA) constitutes the valid and binding obligation of each of FSIC and Merger SubOCSI, enforceable against each of FSIC and Merger Sub OCSI in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the Bankruptcy rights of creditors generally and Equity subject to general principles of equity (the “Enforceability Exception”)).