Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. (a) East Penn Financial has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholders. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings on the part of East Penn Financial are necessary to consummate the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial and constitutes the valid and binding obligation of East Penn Financial, enforceable against East Penn Financial 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) Subject to receipt of Regulatory Approvals and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank or any Subsidiary or any of their respective properties or assets; or (iii) 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, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of transactions this Agreement by East Penn Financial's shareholderscontemplates. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, FNB and no other corporate proceedings approvals on the part of East Penn Financial FNB are necessary to consummate the Mergerapprove this Agreement. This Agreement has been duly and validly executed and delivered by East Penn Financial FNB and, assuming due authorization, execution and delivery by CBI, constitutes the valid and binding obligation of East Penn FinancialFNB, enforceable against East Penn Financial FNB in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by FNB, nor the approval consummation by FNB of East Penn Financial shareholdersthe transactions this Agreement contemplates, and HNC’s nor compliance by FNB with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation FNB Charter or bylaws of East Penn Financial, the Bank FNB Bylaws or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made and are in full force and effect, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to East Penn FinancialFNB, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions provision of, constitute a default (default, or an event which, with notice or lapse of time, or both, would constitute a default) , under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank FNB or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank FNB or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn FinancialFNB.

Authority; No Violation. (a) East Penn Financial 4.4.1 Beacon Federal has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergersand, subject to all Regulatory Filings and the receipt of all the Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersBeacon Federal’s shareholders (the “Beacon Federal Shareholder Approval”), to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial Beacon Federal and the consummation completion by East Penn Financial Beacon Federal of the Mergers transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings on the part of East Penn Financial are necessary to consummate the MergerBeacon Federal. This Agreement has been duly and validly executed and delivered by East Penn Financial Beacon Federal, and subject to Beacon Federal Shareholder Approval and the receipt of the Regulatory Approvals and assuming due and valid execution and delivery of this Agreement by BHLB, constitutes the valid and binding obligation of East Penn FinancialBeacon Federal, enforceable against East Penn Financial Beacon Federal in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally generally, and subject, as to enforceability, to general principles of equity. (b) Subject to receipt of Regulatory Approvals 4.4.2 Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this AgreementAgreement by Beacon Federal, nor the consummation of the Merger transactions contemplated hereby, nor compliance by Beacon Federal with the terms and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and hereof will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or articles of association, as applicable, and bylaws of East Penn Financial, the Bank Beacon Federal or any Subsidiary; Beacon Bank; (ii) subject to receipt of all Regulatory Approvals, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Beacon Federal or Beacon Bank or any Subsidiary or any of their respective properties or assets; or or (iii) 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 or amendment of, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Beacon Federal or Beacon Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument investment or obligation to which East Penn Financial, the Beacon Federal or Beacon Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial TSFG has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial andTSFG, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial TSFG are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial TSFG and (assuming due authorization, execution and delivery by PFC) this Agreement constitutes the a valid and binding obligation of East Penn FinancialTSFG, enforceable against East Penn Financial TSFG in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and TSFG, nor the Bank do not and consummation by TSFG of the transactions contemplated hereby, nor compliance by TSFG with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective Articles of Incorporation or Bylaws of TSFG, or the articles of incorporation or bylaws or similar governing documents of East Penn Financial, the Bank any of its Subsidiaries or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank TSFG or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of East Penn Financial, the Bank TSFG or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank TSFG or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial PFC has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial PFC and the consummation completion by East Penn Financial PFC and First Federal of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial PFC and First Federal and, except for approval by of the shareholders of East Penn Financial as required by the State Corporation LawPFC, no other corporate proceedings on the part of East Penn Financial PFC are necessary to consummate complete the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial PFC, and subject to approval by the shareholders of PFC and receipt of the required approvals of Regulatory Authorities described in Section 4.03 hereof, constitutes the valid and binding obligation obligations of East Penn FinancialPFC, enforceable against East Penn Financial PFC in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally generally, and subject, as to enforceability, to general principles of equity. (bA) Subject The execution and delivery of this Agreement by PFC, (B) subject to receipt of approvals from the Regulatory Approvals Authorities referred to in Section 4.03 hereof and the approval of East Penn Financial shareholders, PFC's and HNC’s Sound Federal Bancorp's compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreementtherein, the consummation of the Merger transactions contemplated hereby, and (C) compliance by PFC and First Federal with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof will not and will not: except as set forth in PFC Disclosure Schedule 3.03(b) (i) conflict with or result in a breach of any provision of the respective articles certificate of incorporation or bylaws of East Penn Financial, the Bank PFC or any Subsidiary; PFC Subsidiary or the charter and bylaws of First Federal ; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank PFC or any PFC Subsidiary or any of their respective properties or assets; or or (iii) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn FinancialPFC or First Federal under, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument investment or obligation to which East Penn Financial, the Bank PFC or any Subsidiary First Federal is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial DMIC has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of transactions this Agreement by East Penn Financial's shareholderscontemplates. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by DMIC. The Board of Directors of DMIC has determined that this Agreement and the shareholders transactions this Agreement contemplates are in the best interests of East Penn Financial as required by the State Corporation Law, no DMIC. No other corporate proceedings on the part of East Penn Financial DMIC are necessary to approve this Agreement or to consummate the Mergertransactions this Agreement contemplates. This Agreement has been duly and validly executed and delivered by East Penn Financial DMIC and, assuming due authorization, execution and delivery of this Agreement by UNNF, DFSC, DAI and DGI, constitutes the valid and binding obligation of East Penn FinancialDMIC, enforceable against East Penn Financial DMIC in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by DMIC nor the approval consummation by DMIC of East Penn Financial shareholdersthe transactions this Agreement contemplates, and HNC’s nor compliance by DMIC with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation DMIC Articles or bylaws of East Penn Financial, the Bank DMIC Bylaws or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 5.3 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction as defined in Section 9.1(d) applicable to East Penn FinancialDMIC, the Bank or any DMIC Subsidiary or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank DMIC or any DMIC Subsidiary under under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank DMIC or any DMIC Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn FinancialDMIC and the DMIC Subsidiaries taken as a whole.

Authority; No Violation. (a) East Penn Financial The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of East Penn Financial andthe Company, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial the Company are necessary to approve this Agreement or to authorize or consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial the Company and (assuming the due authorization, execution and delivery of this Agreement by the other parties hereto) constitutes the a valid and binding obligation of East Penn Financialthe Company, enforceable against East Penn Financial the Company in accordance with its terms, except as the enforceability thereof may be subject to applicable or limited by bankruptcy, insolvency and insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equitable relief (whether in proceedings at law or in equity). (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Company or any of its Affiliates nor the consummation by the Company or any of its Affiliates of any of the transactions contemplated hereby or by the Ancillary Agreements, nor compliance by the Company or any of its Affiliates with any of the terms or provisions hereof or thereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank Company or any Subsidiary; (ii) violate (A) violate, conflict with or require any statutenotice, rulefiling, regulationconsent, judgment, order, writ, decree waiver or injunction applicable approval under any Applicable Law to East Penn Financial, which the Bank or any Subsidiary Company or any of their respective properties its properties, Material Contracts or assets; or assets are subject, or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, the performance required by, accelerate or result in a right of termination or acceleration or of the performance required by, result in the creation of any Encumbrance upon the Common Stock or any of Encumbrance upon the properties properties, Material Contracts or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a partyCompany under, or by which they require notice, approval, waiver or consent under, any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn FinancialContract.

Authority; No Violation. (a) East Penn Financial PNC has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval PNC (by the shareholders unanimous vote of East Penn Financial as required by the State Corporation Law, all directors present) and no other corporate proceedings on the part of East Penn Financial PNC are necessary to approve this Agreement or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial PNC and (assuming due authorization, execution and delivery by Mercantile Bankshares) constitutes the valid and binding obligation of East Penn FinancialPNC, enforceable against East Penn Financial PNC in accordance with its terms, subject to applicable terms (except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, subject to general principles of equity). (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement nor the approval consummation by PNC of East Penn Financial shareholdersthe transactions contemplated hereby, and HNC’s nor compliance by PNC with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation PNC Articles or bylaws of East Penn Financialthe PNC Bylaws, the Bank or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to East Penn FinancialPNC, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank PNC or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank PNC or any Subsidiary of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be is bound. Based on the representations of Mercantile Bankshares contained in Section 3.2, approval of the PNC shareholders is not necessary for the consummation by PNC of the Merger and the issuance of the Stock Consideration thereunder. Neither PNC nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or affectedunderstanding (whether written or oral) that, except where such terminationto the knowledge of PNC, acceleration upon consummation of the Merger will materially restrict the ability of the Surviving Corporation to engage in any line of business currently conducted by Mercantile Bankshares or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financialits Subsidiaries.

Authority; No Violation. (a) East Penn Financial Each of DFSC and DAI has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of transactions this Agreement by East Penn Financial's shareholderscontemplates. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no DFSC. No other corporate proceedings on the part of East Penn Financial DFSC or DAI are necessary to approve this Agreement or to consummate the Mergertransactions this Agreement contemplates. This Agreement has been duly and validly executed and delivered by East Penn Financial DFSC and DAI and, assuming due authorization, execution and delivery by UNNF, DGI, DAI and DMIC, constitutes the valid and binding obligation of East Penn FinancialDFSC and DAI, as the case may be, enforceable against East Penn Financial each of DFSC and DAI in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by either DFSC or DAI, nor the approval consummation by DFSC or DAI of East Penn Financial shareholdersthe transactions this Agreement contemplates, and HNC’s nor compliance by DFSC or DAI with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles DFSC or DAI Certificates of incorporation Incorporation or bylaws of East Penn Financialthe DFSC or DAI Bylaws, or assuming that the Bank or any Subsidiary; consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (iiA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to East Penn FinancialDFSC or DAI, the Bank or any DFSC Subsidiary or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank DFSC or DAI or any DFSC Subsidiary under under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank DFSC or DAI or any DFSC Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults with respect to clause (iii) that are not reasonably likely to have, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn FinancialDFSC or DAI.

Authority; No Violation. (a) East Penn Financial 5.4.1. PFS has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial PFS and the consummation by East Penn Financial PFS of the Mergers transactions contemplated hereby, including the Merger, have been duly and validly authorized and approved by the Board of Directors of East Penn Financial andPFS, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial PFS are necessary to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial PFS, and subject to the receipt of the Regulatory Approvals, and assuming due and valid execution and delivery of this Agreement by SBBX, constitutes the a valid and binding obligation obligations of East Penn FinancialPFS, enforceable against East Penn Financial them in accordance with its terms, subject to applicable bankruptcy, insolvency the Enforceability Exceptions. PFS has approved the Bank Merger Agreement and similar laws affecting creditors' rights generally and subject, the Bank Merger in its capacity as to enforceability, to general principles the sole shareholder of equityProvident Bank. (b) 5.4.2. Subject to receipt of Regulatory Approvals and the approval of East Penn Financial shareholders, SBBX and HNCPFS’s compliance with any conditions contained in this Agreementtherein, (A) the execution, execution and delivery and performance of this AgreementAgreement by PFS, (B) the consummation of the Merger transactions contemplated hereby, and (C) compliance by PFS with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof will not and will not: (i) conflict with or result in a breach of any provision of the respective articles certificate of incorporation or bylaws of East Penn Financial, the Bank PFS or any PFS Subsidiary; ; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank PFS or any PFS Subsidiary or any of to their respective properties or assets; or or (iii) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank PFS or any PFS Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument investment or obligation to which East Penn Financial, the Bank or any Subsidiary of them is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not have a Material Adverse Effect on East Penn FinancialPFS.

Authority; No Violation. (a) East Penn Financial NFC has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergersand, subject to all Regulatory Filings and except for the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersthe shareholders of NFC and receipt of all required approvals from Regulatory Authorities, to consummate the Contemplated Transactions. The execution and delivery of this Agreement by East Penn Financial NFC and the consummation by East Penn Financial NFC of the Mergers Contemplated Transactions have been duly and validly approved by the unanimous vote of the Board of Directors of East Penn Financial NFC and, except for approval by the shareholders of East Penn Financial NFC as required by the State Corporation LawBCL, no other corporate proceedings on the part of East Penn Financial NFC are necessary to consummate the Merger under the BCL. The affirmative vote of a majority of the votes cast at the NFC Shareholders Meeting is sufficient to approve this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial NFC and constitutes the valid and binding obligation of East Penn FinancialNFC, enforceable against East Penn Financial NFC 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) Subject The execution and delivery of this Agreement by NFC, (i) subject to receipt of Regulatory Approvals approvals from the NFC shareholders and the approval of East Penn Financial shareholders, Regulatory Authorities referred to in Section 4.04 hereof and HNC’s NFC's and NPB's compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreementtherein, the consummation of the Merger Merger, and (ii) compliance by NFC or any NFC Subsidiary with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof, does not and will not: (iA) conflict with or result in a breach of any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank NFC or any NFC Subsidiary; (iiB) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank NFC or any NFC Subsidiary or any of their respective properties or assets; or (iiiC) except as described in NFC Disclosure Schedule 3.03, 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, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank NFC or any NFC Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank NFC or any NFC Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such terminationexcluding from clauses (B) and (C) hereof, acceleration or creationany items which, in the aggregate, would not have a Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of transactions this Agreement by East Penn Financial's shareholderscontemplates. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, FNB and no other corporate proceedings approvals on the part of East Penn Financial FNB are necessary to consummate the Mergerapprove this Agreement. This Agreement has been duly and validly executed and delivered by East Penn Financial FNB and, assuming the due authorization, execution and delivery of this Agreement by BCSB, constitutes the valid and binding obligation of East Penn FinancialFNB, enforceable against East Penn Financial FNB in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by FNB, nor the approval consummation by FNB of East Penn Financial shareholdersthe transactions this Agreement contemplates, and HNC’s nor compliance by FNB with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation FNB Charter or bylaws of East Penn Financialthe FNB Bylaws or, the Bank or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made and are in full force and effect, (A) violate any statute, rule, regulation, judgment, order, writ, decree or injunction Law applicable to East Penn FinancialFNB, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiB) violate, conflict with, result in a breach of any provisions provision of, constitute a default (default, or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank FNB or any Subsidiary of its Subsidiaries under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank FNB or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn FinancialFNB.

Authority; No Violation. (a) East Penn Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings transactions contemplated hereby and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersthereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of East Penn Financial FNB. The Board of Directors of FNB has directed that this Agreement and the transactions contemplated hereby be submitted to FNB’s shareholders for adoption at a meeting of such shareholders and, except for approval the adoption of this Agreement by the shareholders affirmative vote of East Penn Financial as required by the State Corporation Lawholders of a majority of the outstanding shares of FNB Common Stock, no other corporate proceedings on the part of East Penn Financial FNB are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial FNB and constitutes the (assuming due authorization, execution and delivery by LSB) constitute valid and binding obligation obligations of East Penn FinancialFNB, enforceable against East Penn Financial FNB in accordance with its terms, subject to applicable their terms (except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies). (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and FNB, nor the Bank do not and consummation by FNB of the transactions contemplated hereby, nor compliance by FNB with any of the terms or provisions hereof or thereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation FNB Articles or bylaws of East Penn FinancialBy-Laws, the Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialFNB, the Bank any of its Subsidiaries or any Non-Subsidiary Affiliates or any of their respective properties or assets; or assets or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn FinancialFNB, the Bank any of its Subsidiaries or any its Non-Subsidiary under Affiliates under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn FinancialFNB, the Bank any of its Subsidiaries or any Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, (in the aggregatecase of clause (y) above) for such violations, would conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on East Penn FinancialFNB.

Authority; No Violation. (a) East Penn Financial SIB has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergersand, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval adoption of this Agreement by East Penn Financial's shareholdersthe Required SIB Vote (as hereinafter defined), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by all necessary corporate and stockholder action of SIB, subject in the Board case of Directors the consummation of East Penn Financial and, except for approval the Merger to the adoption of this Agreement by the shareholders of East Penn Financial as required by the State Corporation LawRequired SIB Vote, and no other corporate or stockholder proceedings on the part of East Penn Financial SIB are necessary to approve this Agreement or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial SIB and (assuming due authorization, execution and delivery by ICBC) constitutes the a valid and binding obligation of East Penn FinancialSIB, enforceable against East Penn Financial SIB in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained Except as set forth in this Agreement, the execution, delivery and performance of this Agreement, the consummation Section 4.3(b) of the Merger SIB Disclosure Schedule, Neither the execution and compliance with any terms or provisions delivery of this Agreement by East Penn Financial and SIB nor the Bank do not and consummation by SIB of the transactions contemplated hereby, nor compliance by SIB with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles certificate of incorporation or bylaws of East Penn Financial, the Bank SIB or any Subsidiary; of the similar governing documents of any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank SIB or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank SIB or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank SIB or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where (in the case of clause (y) above) for such terminationviolations, acceleration conflicts, breaches, defaults or creationother events which, either individually or in the aggregate, will not have and would not reasonably be expected to have a Material Adverse Effect on East Penn FinancialSIB.

Authority; No Violation. (a) East Penn Financial 5.4.1 BHLB has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals, to perform its obligations hereunder and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial BHLB and the consummation completion by East Penn Financial BHLB of the Mergers transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings on the part of East Penn Financial are necessary to consummate the MergerBHLB. This Agreement has been duly and validly executed and delivered by East Penn Financial BHLB, and subject to Beacon Federal Shareholder Approval and the receipt of the Regulatory Approval and assuming due and valid execution and delivery of this Agreement by Beacon Federal, constitutes the valid and binding obligation obligations of East Penn FinancialBHLB, enforceable against East Penn Financial BHLB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally generally, and subject, as to enforceability, to general principles of equity. (ba) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, Agreement by BHLB nor the consummation of the Merger transactions contemplated hereby nor compliance by BHLB with the terms and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and hereof will not: (i) conflict with or result in a breach of any provision of the respective articles certificate of incorporation or articles of association, as applicable, and bylaws of East Penn Financial, the Bank BHLB or any BHLB Subsidiary; ; (ii) subject to receipt of all Regulatory Approvals violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank BHLB or any BHLB Subsidiary or any of their respective properties or assets; or or (iii) 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 or amendment of, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank BHLB or any BHLB Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument investment or obligation to which East Penn Financial, the Bank BHLB or any BHLB Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial has Valley and VNB have full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject transactions contemplated hereby in accordance with the terms hereof. Valley has a sufficient number of authorized but unissued shares of Valley Common Stock to all Regulatory Filings and pay the receipt of all Regulatory Approvals and consideration for the approval Merger set forth in Article II of this Agreement by East Penn Financial's shareholdersAgreement. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval each of Valley and VNB. The execution and delivery of the Bank Merger Agreement has been duly and validly approved by the shareholders Board of East Penn Financial as required by the State Corporation Law, no Directors of VNB. No other corporate proceedings on the part of East Penn Financial Valley and VNB are necessary to consummate the Mergertransactions contemplated hereby (except for the approval by Valley of the Bank Merger Agreement). This Agreement has been duly and validly executed and delivered by East Penn Financial Valley and VNB and constitutes the a valid and binding obligation of East Penn FinancialValley and VNB, enforceable against East Penn Financial Valley and VNB 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) Subject to receipt of Regulatory Approvals and Neither the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, execution or delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement nor the consummation by East Penn Financial Valley and VNB of the Bank do not and transactions contemplated hereby in accordance with the terms hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Certificate of incorporation Incorporation or bylaws Bylaws of East Penn FinancialValley or the Articles of Association or Bylaws of VNB, the Bank or any Subsidiary; (ii) assuming that the consents and approvals set forth below are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank Valley or any Subsidiary VNB or any of their respective properties or assets; or , or (iii) violate, conflict with, result in a breach of any provisions provision 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn FinancialValley or VNB under, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Valley or any Subsidiary VNB is a party, or by which they Valley or VNB or any of their respective properties or assets may be bound or affected, except where except, with respect to (ii) and (iii) above, such termination, acceleration or creation, as in the aggregate, would aggregate will not have a Material Adverse Effect material adverse effect on East Penn Financialthe business, operations, assets or financial condition of Valley and Valley's Subsidiaries on a consolidated basis, or the ability of Valley and VNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Department, the FRB, the New Jersey Secretary of State, the SEC, or applicable state securities bureaus or commissions, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of Valley or VNB in connection with (a) the execution and delivery by Valley or VNB of this Agreement, (b) the consummation by Valley of the Merger and the other transactions contemplated hereby and (c) the execution and delivery by VNB of the Bank Merger Agreement and the consummation by VNB of the Bank Merger and other transactions contemplated thereby. To Valley's knowledge, no fact or condition exists which Valley has reason to believe will prevent it or VNB from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) East Penn Financial DGI has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of transactions this Agreement by East Penn Financial's shareholderscontemplates. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by DGI. The Board of Directors of DGI has determined that this Agreement and the shareholders transactions this Agreement contemplates are in the best interests of East Penn Financial as required by the State Corporation Law, no DGI. No other corporate proceedings on the part of East Penn Financial DGI are necessary to approve this Agreement or to consummate the Mergertransactions this Agreement contemplates. This Agreement has been duly and validly executed and delivered by East Penn Financial DGI and, assuming due authorization, execution and delivery by UNNF, DFSC and DMIC, constitutes the valid and binding obligation of East Penn FinancialDGI, enforceable against East Penn Financial DGI in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by DGI nor the approval consummation by DGI of East Penn Financial shareholdersthe transactions this Agreement contemplates, and HNC’s nor compliance by DGI with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation DGI Articles or bylaws of East Penn Financial, the Bank DGI Bylaws or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 6.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction as defined in Section 9.1(d) applicable to East Penn FinancialDGI, the Bank or any DGI Subsidiary or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank DGI or any DGI Subsidiary under under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank DGI or any DGI Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn FinancialDGI and the DGI Subsidiaries taken as a whole.

Authority; No Violation. (a) East Penn Financial CNC has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of East Penn Financial andCNC, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial CNC are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial CNC and (assuming due authorization, execution and delivery of this Agreement by GVTC) constitutes the a valid and binding obligation agreement of East Penn Financial, CNC enforceable against East Penn Financial CNC in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and CNC, nor the Bank do not and consummation by CNC of the transactions contemplated hereby, nor compliance by CNC with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of any provision of the respective articles certificate of incorporation or bylaws by-laws of East Penn Financial, the Bank CNC or any Subsidiary; (ii) assuming the consents, permits, authorization, approvals, filings and registrations set forth in Section 4.3 are obtained or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank or any Subsidiary CNC or any of their respective its properties or assets; or assets or (iiiB) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration under or the creation of any Encumbrance upon any of the properties or assets of East Penn FinancialCNC under, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary CNC is a party, or by which they or any of their respective its properties or assets may be bound or affected, except where except, in the case of clause (B), for such terminationviolations, acceleration conflicts, breaches or creationdefaults which, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn FinancialCNC’s ability to consummate the transactions contemplated hereby.

Authority; No Violation. (a) East Penn Financial NPB has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersContemplated Transactions. The execution and delivery of this Agreement by East Penn Financial NPB and the consummation by East Penn Financial NPB of the Mergers Contemplated Transactions (including, without limitation, the issuance of the Adjusted NFC Options) have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval NPB by the shareholders of East Penn Financial as required by the State Corporation Law, unanimous vote and no other corporate proceedings on the part of East Penn Financial NPB are necessary to consummate the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial NPB and constitutes the valid and binding obligation of East Penn FinancialNPB, enforceable against East Penn Financial 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) Subject The execution and delivery of this Agreement by NPB, (i) subject to receipt of approvals from the Regulatory Approvals Authorities referred to in Section 4.04 hereof and the approval of East Penn Financial shareholders, NPB's and HNC’s NFC's compliance with any conditions contained in this Agreementtherein, the execution, delivery and performance of this Agreement, (ii) the consummation of the Merger Contemplated Transactions, and (iii) compliance by NPB with any of the terms or provisions of this Agreement by East Penn Financial and the Bank hereof, do not and will not: (iA) conflict with or result in a breach of any provision of the respective articles of incorporation incorporation, articles of association or bylaws of East Penn Financial, the Bank NPB or any NPB Subsidiary; (iiB) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank NPB or any NPB Subsidiary or any of their respective properties or assets; or (iiiC) 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, or acceleration of, of the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank NPB or any NPB Subsidiary under under, any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank NPB or any NPB Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where excluding from clauses (B) and (C) any such termination, acceleration or creationitems which, in the aggregate, would not have a Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial Radian has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial Radian. The Board of Directors of Radian has directed that this Agreement and the transactions contemplated hereby be submitted to Radian’s stockholders for approval at a meeting of such stockholders and, except for the approval of this Agreement by the shareholders affirmative vote of East Penn Financial as required by the State Corporation Lawholders of a majority of the outstanding shares of Radian Common Stock, no other corporate proceedings on the part of East Penn Financial Radian are necessary to approve this Agreement or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Radian and (assuming due authorization, execution and delivery by MGIC) constitutes the a valid and binding obligation of East Penn FinancialRadian, enforceable against East Penn Financial Radian 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) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Radian nor the Bank do not and consummation by Radian of the transactions contemplated hereby, nor compliance by Radian with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation Radian Certificate or bylaws of East Penn Financial, the Bank Bylaws or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialRadian, the Bank any of its Subsidiaries or any its Non-Subsidiary Affiliates or any of their respective properties or assets; or assets or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn FinancialRadian, the Bank any of its Subsidiaries or any Non-Subsidiary under Affiliates under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn FinancialRadian, the Bank any of its Subsidiaries or any its Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except where (in the case of clause (y) above) for such terminationviolations, acceleration conflicts, breaches or creationdefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on East Penn FinancialRadian.

Authority; No Violation. (a) East Penn Financial Each of NOHO, CCPI and SAC has full the absolute and unrestricted right, corporate power and authority or power and authority under applicable laws and its organizational documents, as applicable, to execute and deliver this Agreement and to comply with the terms hereof and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial Agreement, and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved and adopted by the Board boards of Directors directors of East Penn Financial andCCPI and SAC, except for approval by CCPI as the shareholders sole stockholder of East Penn Financial as required by the State Corporation Law, no SAC. No other corporate proceedings (including any approvals of NOHO or its stockholders) on the part of East Penn Financial CCPI or SAC are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial NOHO, CCPI and SAC and constitutes the a valid and binding obligation of East Penn Financialeach of them, enforceable against East Penn Financial each of them in accordance with its terms, subject to applicable except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency and insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting creditors' or relating to the rights generally of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject, as to enforceability, to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial NOHO, CCPI and SAC, nor the Bank do not and consummation by each of them of the transactions contemplated hereby, nor compliance by each of them with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles certificate of incorporation incorporation, by-laws or bylaws other organizational documents of East Penn FinancialNOHO, the Bank CCPI or any Subsidiary; SAC or (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialNOHO, the Bank or any Subsidiary CCPI and SAC or any of their respective properties or assets; or (iii) assets or violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, 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, of any or acceleration of, the performance required by, all rights or result in benefits or a right of termination or acceleration cancellation under, accelerate the performance required by or rights or obligations under, increase any rate of interest payable under, or result in the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn FinancialNOHO, the Bank CCPI and SAC under, any authorization or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment contract, or other instrument or obligation to which East Penn FinancialNOHO, the Bank CCPI or any Subsidiary SAC is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial 5.4.1 FFC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the required Regulatory Approvals, to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial FFC and the consummation completion by East Penn Financial FFC of the Mergers transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial andFFC, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial FFC are necessary to consummate complete the transactions contemplated hereby, up to and including the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial FFC, and subject to the receipt of the Regulatory Approvals described in Section 8.3 hereof, constitutes the valid and binding obligation of East Penn FinancialFFC and Flushing Savings Bank, FSB, enforceable against East Penn Financial FFC in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally generally, and subject, as to enforceability, to general principles of equity. 5.4.2 (bA) Subject The execution and delivery of this Agreement by FFC, (B) subject to receipt of the Regulatory Approvals and the approval of East Penn Financial shareholdersApprovals, and HNC’s compliance by ALFC and FFC with any conditions contained in this Agreementtherein, and subject to the execution, delivery and performance receipt of this Agreementthe approval of the stockholders of ALFC, the consummation of the Merger transactions contemplated hereby, and (C) compliance by FFC with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof will not and will not: (i) conflict with or result in a breach of any provision of the respective articles certificate of incorporation or bylaws of East Penn Financial, the Bank FFC or any Subsidiary; FFC Subsidiary or the charter and bylaws of Flushing Savings Bank, FSB; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank FFC or any FFC Subsidiary or any of their respective properties or assets; or or (iii) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn FinancialFFC, the Bank Flushing Savings Bank, FSB or any FFC Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument investment or obligation to which East Penn Financial, the Bank or any Subsidiary of them is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not have a Material Adverse Effect on East Penn FinancialFFC and the FFC Subsidiaries taken as a whole.

Authority; No Violation. (a) East Penn Financial Adirondack has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described below, to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby (including the Merger, the Holdco Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of East Penn Financial andAdirondack. The Board of Directors of Adirondack has (i) determined that the transactions contemplated hereby, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings on the part terms and conditions set forth in this Agreement, are advisable, fair to and in the best interests of East Penn Financial are necessary to consummate Adirondack and its shareholders, (ii) adopted, approved and declared advisable this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial and constitutes the valid and binding obligation of East Penn Financial, enforceable against East Penn Financial 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.transactions contemplated hereby (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial Adirondack nor the consummation by Adirondack of the transactions contemplated hereby (including the Merger, the Holdco Merger and the Bank do not and Merger), nor compliance by Adirondack with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation Adirondack Certificate or bylaws of East Penn Financial, the Bank Adirondack Bylaws or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction injunction, or any regulatory, administrative, or enforcement agreement applicable to East Penn Financial, the Bank Adirondack or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiy) except as set forth in Section 3.3(b)(ii)(y) of Adirondack Disclosure Schedule, violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank Adirondack or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Adirondack or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedbound, except where (in the case of clauses (x) and (y) above) for such terminationviolations, acceleration conflicts, breaches or creationdefaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on East Penn FinancialAdirondack. (c) The Board of Directors of Adirondack Bank has approved the Bank Merger Agreement. Adirondack, as the sole shareholder of Adirondack Bank, has approved the Bank Merger Agreement, and the Bank Merger Agreement has been duly executed by Adirondack Bank and (assuming due authorization, execution and delivery by Arrow Bank) constitutes a valid and binding obligation of Adirondack Bank, enforceable against Adirondack Bank in accordance with its terms (except in all cases as may be limited by the Enforceability Exceptions).

Authority; No Violation. (a) East Penn Financial Each of Purchaser and FNBNC has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of East Penn Financial andeach of Purchaser and FNBNC pursuant to applicable law, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial Purchaser or its shareholders or FNBNC are necessary to approve this Agreement or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Purchaser and FNBNC and (assuming due authorization, execution and delivery by the Trustee, the Company, the Bank and BVI) this Agreement constitutes the a valid and binding obligation of East Penn Financialeach of Purchaser and FNBNC, enforceable against East Penn Financial each of Purchaser and FNBNC in accordance with its terms, subject to 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 applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Purchaser or FNBNC nor the Bank do not and consummation by Purchaser of the transactions contemplated hereby, nor compliance by Purchaser or FNBNC with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Articles of incorporation Incorporation or bylaws Bylaws of East Penn FinancialPurchaser or the Articles of Association or Bylaws of FNBNC, the Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.3 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank Purchaser or any Subsidiary FNBNC or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon Lien upon, any of the respective properties or assets of East Penn Financial, the Bank Purchaser or any Subsidiary FNBNC under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreementcontract, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Purchaser or any Subsidiary FNBNC is a party, or by which they it or any of their respective its properties or assets may be bound or affected, affected except where such termination, acceleration or creation, (in the aggregatecase of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not have a Material Adverse Effect on East Penn Financial(i) prevent or delay Purchaser or FNBNC from performing its obligations hereunder or (ii) adversely affect the ability of Purchaser or FNBNC to consummate the transactions contemplated hereby.

Authority; No Violation. (a) East Penn Financial Each of HUBCO and Lafayette has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and transactions contemplated hereby in accordance with the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersterms hereof. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board respective Boards of Directors of East Penn Financial and, except for approval by the shareholders HUBCO and Lafayette in accordance with their respective Certificates of East Penn Financial as required by the State Corporation Law, no Incorporation and applicable laws and regulations. No other corporate proceedings on the part of East Penn Financial HUBCO or Lafayette are necessary to consummate the Mergertransactions so contemplated. This Agreement has been duly and validly executed and delivered by East Penn Financial each of HUBCO and Lafayette and constitutes the valid and binding obligation obligations of East Penn Financialeach of HUBCO and Lafayette, enforceable against East Penn Financial each of them 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) Subject to receipt of Regulatory Approvals and Neither the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, execution or delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and HUBCO or Lafayette, nor the Bank do not and consummation by HUBCO or Lafayette of the transactions contemplated hereby in accordance with the terms hereof or compliance by HUBCO or Lafayette with any of the terms or provisions hereof will not: (i) conflict with or result in a breach of violate any provision of the respective articles Certificates of incorporation Incorporation or bylaws By-laws of East Penn FinancialHUBCO or Lafayette, the Bank or any Subsidiary; (ii) assuming that the consents and approvals set forth below are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank either HUBCO or any Subsidiary Lafayette or any of their respective properties or assets; or , or (iii) violate, conflict with, result in a breach of any provisions provision 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the respective properties or assets of East Penn FinancialHUBCO or Lafayette under, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank either HUBCO or any Subsidiary Lafayette is a party, or by which they either HUBCO or Lafayette or any of their respective properties or assets may be bound or affected, except where except, with respect to (ii) and (iii) above, such termination, acceleration as individually or creation, in the aggregate, would aggregate will not have a Material Adverse Effect material adverse effect on East Penn Financialthe business, operations, assets or financial condition of HUBCO and HUBCO's subsidiaries, taken as a whole, and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the FDIC, the Commissioner, the Department, the Board of Governors of the Federal Reserve System (the "FRB"), if required, the SEC, state blue sky authorities or other applicable governmental authorities, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of HUBCO or Lafayette in connection with (x) the execution and delivery by HUBCO and Lafayette of this Agreement, and (y) the consummation by HUBCO and Lafayette of the Merger and the other transactions contemplated hereby, except such as are listed in the HUBCO Disclosure Schedule or in the aggregate will not (if not obtained) have a material adverse effect on the business, operations, assets or financial condition of HUBCO and its subsidiaries, taken as a whole. To the best of HUBCO's knowledge, no fact or condition exists which HUBCO has reason to believe will prevent HUBCO or Lafayette from obtaining the aforementioned consents and approvals.

Authority; No Violation. (a) East Penn Financial Ramius has full corporate the limited liability company power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by Ramius Members who, in the Board aggregate, own more than fifty percent (50%) of Directors the total Ramius Percentage Interests currently outstanding. The Managing Member of East Penn Financial and, except for approval by Ramius has determined that this Agreement and the shareholders transactions contemplated hereby are in the best interests of East Penn Financial as required by the State Corporation Law, no Ramius. No other corporate proceedings on the part of East Penn Financial Ramius are necessary to approve this Agreement or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Ramius and (assuming due authorization, execution and delivery by Cowen, New Parent, Merger Sub and Exchange Sub) constitutes the valid and binding obligation of East Penn FinancialRamius, enforceable against East Penn Financial Ramius in accordance with its terms, terms (subject to applicable bankruptcy, insolvency the Bankruptcy and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equityEquity Exception). (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by Ramius, nor the approval consummation by Ramius of East Penn Financial shareholdersthe transactions contemplated hereby, and HNC’s nor compliance by Ramius with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Agreement, will conflict with, or result in any violation of or default (without notice or lapse of time or both) under, or give rise to a right of termination, cancellation, acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Ramius or its Subsidiaries or any Fund to make any payment under, or to the Bank do not and will not: increased, additional, accelerated or guarantees rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Ramius or its Subsidiaries or any Fund under, any provisions of (i) conflict with or result in a breach the certificate of any provision of the respective articles of incorporation or bylaws of East Penn Financialformation, the Bank Ramius LLC Agreement or any Subsidiary; other organizational documents of Ramius; (ii) violate except as set forth in Section 5.3(b) of the Ramius Disclosure Schedule, any statute, rule, regulation, Contract (including giving any Person the right to modify or terminate any obligation under any Management Agreement or Third Party Management Agreement) or material Permit to which Ramius or its Subsidiaries or any Fund is a party; (iii) any judgment, order, writ, injunction or decree or injunction of any Governmental Entity applicable to East Penn Financial, the Bank Ramius or its Subsidiaries or any Subsidiary Fund or any of their respective properties or assets; or or (iv) any applicable Law, except in the case of clauses (ii), (iii) violateor (iv) for violations, conflict withdefaults, result in a breach of any provisions of, constitute a default (rights or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, losses that would not reasonably be expected to have a Material Adverse Effect on East Penn FinancialRamius.

Authority; No Violation. (a) East Penn Financial FS Bancorp has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers Merger have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, FS Bancorp and no other corporate proceedings action on the part of East Penn Financial are FS Bancorp is necessary to consummate approve the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial FS Bancorp and (assuming due authorization, execution and delivery by Anchor) constitutes the a valid and binding obligation of East Penn FinancialFS Bancorp, enforceable against East Penn Financial FS Bancorp in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exception). The FS Bancorp Common Stock to be issued in the Merger have been validly authorized and when issued, subject to applicable bankruptcywill be validly issued, insolvency fully paid and nonassessable, and no current or past shareholder of FS Bancorp will have any preemptive right or similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equityin respect thereof. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this AgreementAgreement by FS Bancorp or the Bank Plan of Merger by 1st Security Bank of Washington, nor the consummation of the Merger and by FS Bancorp or the Bank Merger by 1st Security Bank of Washington, nor compliance by FS Bancorp or 1st Security Bank of Washington with any of the terms or provisions of this Agreement by East Penn Financial and or the Bank do not and Plan of Merger, will not: (i) conflict with or result in a breach of violate any provision of the respective articles FS Bancorp Articles or FS Bancorp Bylaws or the organization or governing documents of incorporation any FS Bancorp Subsidiary, or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) assuming that the filings, notices, consents and approvals referred to in Section 4.4 are duly obtained and/or made, as applicable, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialFS Bancorp, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank FS Bancorp or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other material instrument or obligation to which East Penn Financial, the Bank FS Bancorp or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financialbound.

Authority; No Violation. (a) East Penn Financial 5.3.1. BMBC has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Regulatory Approvals, to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial BMBC and the consummation by East Penn Financial BMBC of the Mergers transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial andBMBC, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial BMBC are necessary to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial BMBC, and subject to receipt of the Regulatory Approvals and due and valid execution and delivery of this Agreement by RBPI, constitutes the valid and binding obligation of East Penn FinancialBMBC, enforceable against East Penn Financial BMBC in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally generally, and subject, as to enforceability, to general principles of equity. (b) 5.3.2. Subject to receipt of Regulatory Approvals and the approval of East Penn Financial shareholders, RBPI’s and HNCBMBC’s compliance with any conditions contained in this Agreementtherein, (a) the execution, execution and delivery and performance of this AgreementAgreement by BMBC, (b) the consummation of the Merger transactions contemplated hereby, and (c) compliance by BMBC with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof does not and will not: not (i) conflict with or result in a breach of any provision of the respective articles of incorporation incorporation, certificate of formation, limited liability company agreement, bylaws or bylaws other similar organizational or governing document of East Penn Financial, the Bank BMBC or any BMBC Subsidiary; ; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank BMBC or any BMBC Subsidiary or any of their respective properties or assets; or or (iii) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the properties or assets of East Penn Financial, the Bank BMBC or any BMBC Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, or material agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary of them is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected (iv) cause RBPI to become subject to, except where such terminationor to become liable for, acceleration the payment of any tax; or creation(v) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by BMBC or any BMBC Subsidiary. 5.3.3. The BMBC Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the aggregatebest interests of BMBC and its shareholders, would not have a Material Adverse Effect and no other proceedings on East Penn Financialthe part of BMBC are necessary to approve this Agreement or consummate the transactions contemplated hereby.

Authority; No Violation. (a) East Penn Financial CDXX has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no CDXX. No other corporate proceedings on the part of East Penn Financial CDXX are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial CDXX and (assuming due authorization, execution and delivery by PENSAT) constitutes the a valid and binding obligation of East Penn FinancialCDXX, enforceable against East Penn Financial CDXX in accordance with its terms, subject to applicable terms (except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equity. (b) Subject to receipt of Regulatory Approvals equitable remedies). Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and CDXX, nor the Bank do not and consummation by CDXX of the transactions contemplated hereby, nor compliance by CDXX with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation CDXX Articles or bylaws of East Penn FinancialBy-Laws, the Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.6 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialCDXX, the Bank any of its Subsidiaries or any Non-Subsidiary Affiliates or any of their respective properties or assets; or assets or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefits under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn FinancialCDXX, the Bank any of its Subsidiaries or any its Non-Subsidiary under Affiliates under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn FinancialCDXX, the Bank any of its Subsidiaries or any Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, (in the aggregatecase of clause (y) above) for such violations, would conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on East Penn FinancialCDXX.

Authority; No Violation. (a) East Penn Financial Each of Parent and Merger Sub has full corporate all requisite power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings transactions contemplated hereby (including the Offer and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersMerger). The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial andParent and Merger Sub, except for approval and this Agreement, the Merger and the other transactions contemplated hereby have been adopted and approved by the shareholders sole stockholder of East Penn Financial as required by the State Corporation Law, no Merger Sub. No other corporate proceedings on the part of East Penn Financial Parent or Merger Sub, are necessary to approve this Agreement or to consummate the transactions contemplated hereby (including the Offer and the Merger). This Agreement has been duly and validly executed and delivered by East Penn Financial each of Parent and Merger Sub and (assuming the due authorization, execution and delivery by the Company) constitutes the valid and binding obligation of East Penn Financialeach of Parent and Merger Sub, enforceable against East Penn Financial each of Parent and Merger Sub in accordance with its terms, subject to applicable terms (except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws Laws affecting creditors' the rights of creditors generally and subject, as to enforceability, subject to general principles of equity). (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial Parent and Merger Sub nor the Bank do not consummation by Parent and will not: Merger Sub of the transactions contemplated hereby will: (i) conflict with or result in a breach of violate any provision of the respective articles Parent Certificate, the Parent Bylaws or the certificate of incorporation or bylaws or other organizational or constitutive documents or governing instruments of East Penn Financial, the Bank Merger Sub or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 4.04 are duly obtained and/or made: (A) violate any statute, rule, regulation, judgment, order, writ, decree or injunction Law applicable to East Penn FinancialParent, the Bank or any Subsidiary Merger Sub or any of their respective properties or assets; or , (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, require any consent or approval of any person under, result in the termination ofof or a right of termination or cancellation under, or the acceleration of, of the performance required by, or result in a right of termination or acceleration or the creation other adverse change of any Encumbrance upon any of the properties right or assets of East Penn Financial, the Bank or any Subsidiary obligation under any of the terms or conditions provision of any note, bond, mortgage, indenture, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they binding upon Parent or any of their respective properties its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets may or business of Parent and its Subsidiaries or (C) result in the creation or imposition of any Encumbrance, other than Permitted Encumbrances, on any asset of Parent or any of its Subsidiaries, except, in the case of the foregoing clause (ii) only, as would not reasonably be bound expected to have, individually or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn FinancialParent. Table of Contents (c) No vote of the holders of outstanding securities of Parent is required by the Parent Certificate, Parent Bylaws, by Law or otherwise to approve and adopt this Agreement or to consummate the Merger or the other transactions contemplated hereby.

Authority; No Violation. (a) East Penn Financial Each of Purchaser and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly duly, validly and validly unanimously approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings on the part of East Penn Financial are necessary to consummate the MergerPurchaser and Merger Sub. This Agreement has been duly and validly executed and delivered by East Penn Financial each of Purchaser and Merger Sub and (assuming due authorization, execution and delivery by the Bank) constitutes the valid and binding obligation of East Penn Financialeach of Purchaser and Merger Sub, enforceable against East Penn Financial each of Purchaser and Merger Sub in accordance with its terms, terms (subject to applicable bankruptcy, insolvency the Bankruptcy and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equityEquity Exception). (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, nor the consummation by Purchaser and Merger Sub of the Merger and transactions contemplated hereby, nor compliance with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) violate, conflict with with, or result in a breach of any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank or any Subsidiary or any of their respective properties or assets; or (iii) violate, conflict with, result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time, time or both, would constitute a default) under, or result in the termination of, or acceleration ofresult in the loss of any benefit or creation of any right on the part of 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 of, any Encumbrance Lien, upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary Purchaser under any of the terms terms, conditions or conditions provisions of (A) the articles of incorporation, bylaws, or similar governing documents of Purchaser and its Subsidiaries, or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary Purchaser is a party, party or by which they it may be bound, or to which Purchaser or any of their respective its properties or assets may be bound subject, or affected(ii) subject to compliance with the statutes and regulations referred to in Section 4.4, violate any ordinance, permit, concession, grant, franchise, law, statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to Purchaser or any of its properties or assets, except where in the case of clauses (i)(B), and (ii) for such terminationviolations, acceleration conflicts and breaches that would not, individually or creation, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on East Penn FinancialPurchaser.

Authority; No Violation. (a) East Penn Financial MutualFirst has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers Merger have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, MutualFirst and no other corporate proceedings action on the part of East Penn Financial are MutualFirst is necessary to approve this Agreement or to consummate the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial MutualFirst and (assuming due authorization, execution and delivery by Universal) constitutes the a valid and binding obligation of East Penn FinancialMutualFirst, enforceable against East Penn Financial MutualFirst in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exception). The MutualFirst Common Stock to be issued in the Merger has been validly authorized and when issued, subject to applicable bankruptcywill be validly issued, insolvency fully paid and non-assessable, and no current or past shareholder of MutualFirst will have any preemptive right or similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equityin respect thereof. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this AgreementAgreement by MutualFirst or the Bank Plan of Merger by MutualBank, nor the consummation of the Merger and by MutualFirst or the Bank Merger by MutualBank, nor compliance by MutualFirst or MutualBank with any of the terms or provisions of this Agreement by East Penn Financial and or the Bank do not and Plan of Merger, will not: (i) conflict with or result in a breach of violate any provision of the respective articles MutualFirst Articles or MutualFirst Bylaws or the organization or governing documents of incorporation any MutualFirst Subsidiary, or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) assuming that the filings, notices, consents and approvals referred to in Section 4.4 are duly obtained and/or made, as applicable, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialMutualFirst, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank MutualFirst or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other material instrument or obligation to which East Penn Financial, the Bank MutualFirst or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financialbound.

Authority; No Violation. (a) East Penn Financial Custodian has full corporate all requisite limited liability company power and authority to execute and deliver this Agreement and, as applicable, the Ancillary Agreements and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersCustodial Transfer. The execution and delivery of this Agreement by East Penn Financial and the Ancillary Agreements and the consummation by East Penn Financial of the Mergers Transactions have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings all necessary limited liability company action on the part of East Penn Financial are Custodian. No other limited liability company proceeding on the part of Custodian is necessary to approve this Agreement or the Ancillary Agreements or to consummate the MergerTransactions. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by East Penn Financial Custodian and, assuming due authorization, execution and constitutes delivery by Buyer, Seller and Bluff Point, this Agreement and the Ancillary Agreements to which Custodian is a party constitute a valid and binding obligation of East Penn FinancialCustodian, enforceable against East Penn Financial Custodian in accordance with its terms, subject to applicable except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency and similar insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting creditors' or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject, as to enforceability, to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement or, as applicable, the approval Ancillary Agreements by Custodian, nor the consummation by Custodian of East Penn Financial shareholders, and HNC’s the Custodial Transfer nor compliance by Custodian with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions hereof and of this Agreement by East Penn Financial and the Bank do not and Ancillary Agreements does or will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation organization, operating agreement , or bylaws similar organization documents of East Penn FinancialCustodian, the Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in ‎Section 4.3 are duly obtained, (A) violate any statute, rule, regulation, judgment, order, writ, decree Applicable Law or injunction applicable to East Penn Financial, the Bank or any Subsidiary or any of their respective properties or assets; or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, 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, of or acceleration of, the performance required by, or result in a right of termination or acceleration cancellation under or in any payment conditioned, in whole or in part, on consummation of the Custodial Transfer, accelerate the performance required by or rights or obligations under, or result in the creation of any Encumbrance Lien upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary Acquired Assets under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation Contract to which East Penn Financial, the Bank or any Subsidiary Custodian is a partyparty relating to the Acquired Assets or Account Assets, or by which they the Acquired Assets or any of their respective properties or assets Account Assets may be bound or affected, except where (in the case of clause (ii) above) for such terminationviolations, acceleration conflicts, breaches, defaults or creationloss of benefits which would not reasonably be expected to have, individually or in the aggregate, would not have a Custodian Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial has United and UNB have full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and transactions contemplated hereby in accordance with the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersterms hereof. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except United and UNB. Except for the approval by the shareholders of East Penn Financial United as a shareholder of UNB and as required by the State Corporation LawNASDAQ/NMS listing rules, no other corporate proceedings on the part of East Penn Financial United and UNB are necessary to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial United and UNB and constitutes the a valid and binding obligation of East Penn FinancialUnited and UNB, enforceable against East Penn Financial United and UNB 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) Subject to receipt of Regulatory Approvals and Neither the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, execution or delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement nor the consummation by East Penn Financial United and UNB of the Bank do not and transactions contemplated hereby in accordance with the terms hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Certificate of incorporation Incorporation, Articles of Association or bylaws other governing instrument or Bylaws of East Penn FinancialUnited or UNB, the Bank or any Subsidiary; (ii) assuming that the consents and approvals set forth below are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank United or any Subsidiary UNB or any of their respective properties or assets; or , or (iii) violate, conflict with, result in a breach of any provisions provision 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn FinancialUnited or UNB under, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank United or any Subsidiary UNB is a party, or by which they United or UNB or any of their respective properties or assets may be bound or affected, except where except, with respect to (ii) and (iii) above, such termination, acceleration or creation, as individually and in the aggregate, would aggregate will not have a Material Adverse Effect material adverse effect on East Penn Financialthe business, operations, assets or financial condition of United and United's Subsidiaries on a consolidated basis, or the ability of United and UNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Commissioner, the SEC, applicable state securities bureaus or commissions, and the National Association of Securities Dealers, Inc., no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of United or UNB in connection with (a) the execution and delivery by United or UNB of this Agreement and (b) the consummation by United of the Merger and the other transactions contemplated hereby. To the best of United's knowledge, no fact or condition exists which United has reason to believe will prevent it or UNB from obtaining the aforementioned consents and approvals within the time frame contemplated hereby.

Authority; No Violation. (a) East Penn Financial Mackinac has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other all necessary corporate proceedings action on the part of East Penn Financial Mackinac. No other corporate proceedings (including any approvals of Mackinac’s shareholders) on the part of Mackinac are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Mackinac. Assuming due authorization, execution and delivery by Niagara and Sellers, this Agreement constitutes the a valid and binding obligation of East Penn FinancialMackinac, enforceable against East Penn Financial Mackinac in accordance with its terms, subject to applicable except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Mackinac, nor the Bank do not and consummation by Mackinac of the transactions contemplated hereby, nor compliance by Mackinac with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank Mackinac or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.3 are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank Mackinac or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, 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, of or acceleration of, the performance required by, or result in a right of termination or acceleration cancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank Mackinac or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment contract, or other instrument or obligation to which East Penn Financial, the Bank Mackinac or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except where (in the case of clause (ii) above) for such terminationviolations, acceleration conflicts, breaches, defaults or creationthe loss of benefits that would not reasonably be expected to, either individually or in the aggregate, would not have a Mackinac Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial has DGC and CSF Acquisition, respectively, have full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution respective Boards of Directors of DGC and delivery CSF Acquisition, or a majority thereof, and DGC as the sole shareholder of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers CSF Acquisition, have been duly and validly approved by and adopted this Agreement and the Board transactions contemplated hereby, have executed or authorized the execution of Directors and have authorized the delivery of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Lawthis Agreement, no other corporate proceedings on the part of East Penn Financial DGC or CSF Acquisition are necessary or desirable to consummate the Mergertransactions so contemplated. This Agreement has been duly and validly executed and delivered by East Penn Financial DGC and CSF Acquisition and constitutes the a valid and binding obligation of East Penn Financialeach of DGC and CSF Acquisition, enforceable against East Penn Financial 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) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and DGC or CSF Acquisition, nor the Bank do not and consummation by DGC or CSF Acquisition of the transactions contemplated hereby, nor compliance by DGC or CSF Acquisition with any of the provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Certificate of incorporation Incorporation or bylaws Bylaws of East Penn FinancialDGC or CSF Acquisition, the Bank or any Subsidiary; (ii) to the best knowledge of DGC and CSF Acquisition violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialDGC, the Bank CSF Acquisition, or any Subsidiary of their subsidiaries or any of their respective properties or assets; or , or (iii) to the best knowledge of DGC and CSF Acquisition violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the respective properties or assets of East Penn FinancialDGC, the Bank CSF Acquisition, or any Subsidiary under of their subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn FinancialDGC, the Bank CSF Acquisition, or any Subsidiary of their respective subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationconflicts, acceleration breaches or creationdefaults as are set forth in Schedule 4.03 hereto, or which either individually or in the aggregate, would aggregate will not have a Material Adverse Effect material adverse effect on East Penn Financialthe business, operations, properties, assets or financial condition of DGC, CSF Acquisition, or any of their respective subsidiaries.

Authority; No Violation. (a) East Penn Financial Pinnacle has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial Pinnacle. The Board of Directors of Pinnacle has directed that this Agreement and the transactions contemplated hereby be submitted to Pinnacle's stockholders for approval at a meeting of such stockholders and, except for approval the adoption of this Agreement by the shareholders affirmative vote of East Penn Financial as required by the State Corporation Lawholders of a majority of the outstanding shares of Pinnacle Common Stock, no other corporate proceedings on the part of East Penn Financial Pinnacle are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Pinnacle and (assuming due authorization, execution and delivery by IFC) constitutes the a valid and binding obligation of East Penn FinancialPinnacle, enforceable against East Penn Financial Pinnacle 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) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Pinnacle nor the Bank do not and consummation by Pinnacle of the transactions contemplated hereby, nor compliance by Pinnacle with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Articles of incorporation Incorporation or bylaws Bylaws of East Penn Financial, the Bank Pinnacle or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank Pinnacle or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank Pinnacle or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Pinnacle or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where (in the case of clause (y) above) for such terminationviolations, acceleration conflicts, breaches or creationdefaults which, either individually or in the aggregate, would will not have or be reasonably likely to have a Material Adverse Effect on East Penn FinancialPinnacle or the Surviving Corporation.

Authority; No Violation. (a) East Penn Financial GVTC has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersAgreement. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers have been duly and validly approved by all necessary corporate action on the Board part of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, GVTC and no other corporate proceedings on the part of East Penn Financial GVTC are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial GVTC and (assuming due authorization, execution and delivery of this Agreement by CNC constitutes the a valid and binding obligation of East Penn FinancialGVTC, enforceable against East Penn Financial GVTC in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and GVTC nor performance of GVTC’s obligations hereunder, will not: (i) conflict with or result in a breach of any provision of the respective articles organization certificate or by-laws of incorporation GVTC, or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) assuming the consents, permits, authorizations, approvals, filings and registrations set forth in Section 3.6 are obtained or made (A) violate any material statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank or any Subsidiary GVTC or any of their its respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration under or the creation of any Encumbrance upon any of the respective properties or assets of East Penn FinancialGVTC under, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreementagreement (including, commitment without limitation, any Governing Agreement) or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary GVTC is a party, or by which they it or any of their its respective properties or assets may be bound or affected, except where such termination, acceleration or creation12871703.3 except, in the aggregatecase of clause (B), for such violations, conflicts, breaches or defaults which would not have a Material Adverse Effect on East Penn Financialthe conduct of GVTC’s business with respect to the Trust Accounts.

Authority; No Violation. (a) East Penn Financial 4.4.1. FMBT has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergersand, subject to all Regulatory Filings and the receipt of all the Regulatory Approvals described in Section 8.3 and the approval of this Agreement by East Penn Financial's shareholdersFMBT’s stockholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial FMBT and the consummation completion by East Penn Financial FMBT of the Mergers transactions contemplated hereby, up to and including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings on the part of East Penn Financial are necessary to consummate the MergerFMBT. This Agreement has been duly and validly executed and delivered by East Penn Financial FMBT, and subject to approval by the stockholders of FMBT and receipt of the Regulatory Approvals, constitutes the valid and binding obligation of East Penn FinancialFMBT, enforceable against East Penn Financial FMBT in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally generally, and subject, as to enforceability, to general principles of equity. 4.4.2. Subject to compliance by PFS with the terms and conditions of this Agreement, (bA) Subject the execution and delivery of this Agreement by FMBT, (B) subject to receipt of Regulatory Approvals and the approval of East Penn Financial shareholdersApprovals, and HNCFMBT’s and PFS’s compliance with any conditions contained in this Agreementtherein, and subject to the execution, delivery and performance receipt of this Agreementthe approval of the stockholders of FMBT, the consummation of the Merger transactions contemplated hereby, and (C) compliance by FMBT with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof will not and will not: (i) conflict with or result in a breach of any provision of the respective articles Certificate of incorporation Incorporation or bylaws Bylaws of East Penn Financial, the Bank FMBT or any FMBT Subsidiary; ; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank FMBT or any FMBT Subsidiary or any of their respective properties or assets; or or (iii) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank FMBT or any FMBT Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument investment or obligation to which East Penn Financial, the Bank FMBT or any FMBT Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults under clause (ii) or (iii) hereof which, either individually or in the aggregate, would will not have a Material Adverse Effect on East Penn FinancialFMBT and the FMBT Subsidiaries taken as a whole.

Authority; No Violation. (a) East Penn Financial Bancorp has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, Bancorp and no other corporate proceedings on the part of East Penn Financial Bancorp are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Bancorp and (assuming due authorization, execution and delivery by CBI) constitutes the a valid and binding obligation of East Penn FinancialBancorp, enforceable against East Penn Financial Bancorp in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies gen- erally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Bancorp, nor the Bank do not and consummation by Bancorp of the transactions contemplated hereby, nor compliance by Bancorp with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision provisions of the respective articles Articles of incorporation Incorporation or bylaws Bylaws of East Penn Financial, the Bank Bancorp or any Subsidiary; (ii) assuming that the consents and approvals re- ferred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank Bancorp or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovi- sion of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of East Penn Financial, the Bank Bancorp or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Bancorp or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, (in the aggregatecase of clause (y) above) for such violations, would conflicts, breaches or defaults which either indi- vidually or in the aggregate will not have or be reasonably likely to have a Material Adverse Effect on East Penn FinancialBancorp.

Authority; No Violation. (a) East Penn Financial PENSAT has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial PENSAT. The Board of Directors of PENSAT has directed that this Agreement and the transactions contemplated hereby be submitted to PENSAT's stockholders for approval and, except for the approval of this Agreement and the transactions contemplated hereby by the shareholders affirmative vote of East Penn Financial as required by the State Corporation Lawholders of two-thirds of the outstanding shares of PENSAT Common Stock, no other corporate proceedings on the part of East Penn Financial PENSAT are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial PENSAT and (assuming due authorization, execution and delivery by CDXX) constitutes the a valid and binding obligation of East Penn FinancialPENSAT, enforceable against East Penn Financial PENSAT in accordance with its terms, subject to applicable terms (except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies). (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and PENSAT nor the Bank do not and consummation by PENSAT of the transactions contemplated hereby, nor compliance by PENSAT with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation PENSAT Articles or bylaws of East Penn Financial, the Bank By-Laws or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn FinancialPENSAT, the Bank any of its Subsidiaries or any Non-Subsidiary Affiliates or any of their respective properties or assets; or assets or (iiiy) 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 ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn FinancialPENSAT, the Bank any of its Subsidiaries or any Non-Subsidiary under Affiliates under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn FinancialPENSAT, the Bank any of its Subsidiaries or any its Non-Subsidiary Affiliates is a party, or by which they or any of their respective properties or assets may be bound or affected, except where (in the case of clause (y) above) for such terminationviolations, acceleration conflicts, breaches or creationdefaults which, either individually or in the aggregate, would will not have a Material Adverse Effect on East Penn FinancialPENSAT.

Authority; No Violation. (a) East Penn Financial 5.3.1. BMBC has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergersand, subject to all Regulatory Filings and the receipt of all the Regulatory Approvals and the approval of this Agreement by East Penn Financial's the BMBC shareholders, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial BMBC and the consummation by East Penn Financial BMBC of the Mergers transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial andBMBC, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial BMBC, except for the approval of the BMBC shareholders, are necessary to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial BMBC, and subject to approval by the shareholders of BMBC and receipt of the Regulatory Approvals and due and valid execution and delivery of this Agreement by CBH, constitutes the valid and binding obligation of East Penn FinancialBMBC, enforceable against East Penn Financial BMBC in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally generally, and subject, as to enforceability, to general principles of equity. (b) 5.3.2. Subject to receipt of Regulatory Approvals and the approval of East Penn Financial shareholders, CBH’s and HNCBMBC’s compliance with any conditions contained in this Agreementtherein, and to the executionreceipt of the approval of the shareholders of BMBC, (a) the execution and delivery and performance of this AgreementAgreement by BMBC, (b) the consummation of the Merger transactions contemplated hereby, and (c) compliance by BMBC with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof does not and will not: not (i) conflict with or result in a breach of any provision of the respective articles of incorporation incorporation, certificate of formation, limited liability company agreement, bylaws or bylaws other similar organizational or governing document of East Penn Financial, the Bank BMBC or any BMBC Subsidiary; ; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank BMBC or any BMBC Subsidiary or any of their respective properties or assets; or or (iii) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank BMBC or any BMBC Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary of them is a party, or by which they or any of their respective properties or assets may be bound or affectedaffected (iv) cause CBH to become subject to, or to become liable for, the payment of any tax; or (v) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by BMBC or any BMBC Subsidiary. 5.3.3. The BMBC Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of BMBC and its shareholders, and that it will recommend that BMBC’s shareholders vote in favor of the Merger, on the terms and conditions set forth in this Agreement, and has directed that the Merger, on the terms and conditions set forth in this Agreement, be submitted to BMBC’s shareholders for consideration at a duly held meeting of such shareholders, and, except where for the approval of this Agreement by the affirmative vote of a majority of the total votes cast by all shareholders entitled to vote at a duly held meeting of such terminationshareholders, acceleration no other proceedings on the part of BMBC are necessary to approve this Agreement or creation, in consummate the aggregate, would not have a Material Adverse Effect on East Penn Financialtransactions contemplated hereby.

Authority; No Violation. (a) East Penn Financial Chevron has full corporate power and authority to execute and deliver this Agreement and the Amended LLC Agreement and to consummate the Mergers, subject to all Regulatory Filings transactions contemplated by this Agreement and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersAmended LLC Agreement. The execution and delivery of this Agreement by East Penn Financial and the Amended LLC Agreement and the consummation by East Penn Financial of the Mergers transactions contemplated by this Agreement and the Amended LLC Agreement have been duly and validly approved by all corporate action on the Board part of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no Chevron. No other corporate proceedings on the part of East Penn Financial Chevron or any of its Affiliates are necessary to approve this Agreement or the Amended LLC Agreement or to consummate the Mergertransactions contemplated by this Agreement or the Amended LLC Agreement. This Agreement has been duly and validly executed and delivered by East Penn Financial Chevron, and, assuming due authorization, execution and delivery by Phil▇▇▇▇ ▇▇▇ the Company, constitutes the a valid and binding obligation of East Penn FinancialChevron, enforceable against East Penn Financial Chevron 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) Subject Chevron has full corporate power, right and authority to receipt of Regulatory Approvals transfer and convey, or cause to be transferred and conveyed, to the approval of East Penn Financial shareholdersCompany at the Closing, and HNC’s compliance with any conditions contained in this Agreement, the C Chem. (c) The execution, delivery and performance of this AgreementAgreement and the Amended LLC Agreement by Chevron do not, and the consummation by Chevron of the Merger and compliance with any terms or provisions of transactions contemplated by this Agreement by East Penn Financial and the Bank do not and Amended LLC Agreement will not: , constitute (i) conflict with or result in a breach of any provision of or violation of, or a default under, the respective articles certificate of incorporation or bylaws by-laws of East Penn FinancialChevron, the Bank or any Subsidiary; (ii) constitute a breach or violation of, or a default under, or give rise to any Lien, any buy-out right, any right of first offer or refusal, any acceleration of remedies, or any right of termination under or trigger any "change of control" rights or remedies under, any indenture, license, contract, agreement or other instrument to which Chevron is a party or by which any of its properties or assets may be bound, or (iii) assuming compliance with the applicable requirements of the HSR Act, violate any statutelaw, rule, regulation, judgment, order, writ, decree or injunction order applicable to East Penn Financial, the Bank or any Subsidiary C Chem or any of their respective its properties or assets; or , except, in the case of (ii) and (iii) violate), conflict withfor such breaches, result in a breach of any provisions ofviolations, constitute a default (defaults, Liens, accelerations or an event whichrights as would not be reasonably expected, with notice individually or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have to result in a Material Adverse Effect on East Penn FinancialC Chem or to adversely affect the ability of Chevron to consummate the transactions contemplated by this Agreement or the Amended LLC Agreement.

Authority; No Violation. (a) East Penn Financial The Seller has full corporate all requisite partnership power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the Mergers, subject to all Regulatory Filings transactions contemplated hereby and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersthereby. The execution and delivery of this the Agreement and the Ancillary Agreements by East Penn Financial Seller and the consummation by East Penn Financial Seller of the Mergers transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings all necessary partnership action on the part of East Penn Financial are necessary to consummate the MergerSeller and no other authorization or consent from the General Partner or Limited Partners is necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by East Penn Financial the Seller and constitutes the constitute valid and binding obligation obligations of East Penn Financialthe Seller, enforceable against East Penn Financial the Seller in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency and (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Subject to receipt Except as set forth on Schedule 3.03(b) hereto, neither the execution and delivery of Regulatory Approvals this Agreement and the approval Ancillary Agreements by the Seller, nor the consummation by the Seller of East Penn Financial shareholdersthe transactions contemplated herein or therein, and HNC’s nor compliance by the Seller with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and hereof or thereof, will not: (i) violate, conflict with or result in a breach of any provision of the respective articles Limited Partnership Agreement of incorporation or bylaws of East Penn Financialthe Seller, the Bank or any Subsidiary; (ii) to the knowledge of the Seller, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree decree, license or injunction applicable to East Penn Financial, the Bank or any Subsidiary Seller or any of their respective its properties or assets; or , or (iii) violate, conflict with, result in a breach of any provisions ofof or the loss of any benefit under, constitute a default (or an event any event, which, with notice or lapse of time, or both, both would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary Seller under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affectedAssigned Contract, except where such terminationviolation, acceleration conflict or creation, in the aggregate, breach would not have a Seller Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial 4.3.1. CFB has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergersand, subject to all Regulatory Filings and the receipt of all the Regulatory Approvals and the approval of this Agreement by East Penn Financial's CFB’s shareholders, to consummate the Merger. The execution and delivery of this Agreement by East Penn Financial CFB and the consummation by East Penn Financial CFB of the Mergers transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial andCFB, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial are CFB, except for the approval of the CFB shareholders, is necessary to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial CFB, and subject to due and valid execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of East Penn FinancialCFB, enforceable against East Penn Financial CFB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally generally, and subject, as to enforceability, to general principles of equity. (b) 4.3.2. Subject to receipt of Regulatory Approvals and CFB’s and the approval of East Penn Financial shareholders, and HNCCompany’s compliance with any conditions contained in this Agreementtherein, and to the executionreceipt of the requisite approval of the shareholders of CFB, (a) the execution and delivery and performance of this AgreementAgreement by CFB, (b) the consummation of the Merger Merger, and (c) compliance by CFB with any of the terms or provisions of this Agreement by East Penn Financial and the Bank do hereof does not and will not: not (i) conflict with or result in a breach of any provision of the respective articles of incorporation incorporation, certificate of formation, limited liability company agreement, bylaws, or bylaws other similar organizational or governing document of East Penn Financial, the Bank CFB or any CFB Subsidiary; ; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank CFB or any CFB Subsidiary or any of their respective properties or assets; or (iii) 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank CFB or any CFB Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary of them is a party, or by which they or any of their respective properties or assets may be bound or affected; or (iv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by CFB or any CFB Subsidiary. 4.3.3. The CFB Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and in the best interests of CFB and its shareholders, that it will recommend that CFB’s shareholders vote in favor of the Merger, subject to Section 6.10.5 of this Agreement, on the terms and conditions set forth in this Agreement, and has directed that the Merger, on the terms and conditions set forth in this Agreement, be submitted to CFB’s shareholders for consideration at a duly held meeting of such shareholders and, except where such terminationfor the approval of this Agreement by the holders of at least 51% of the outstanding shares of CFB Common Stock at the CFB Shareholders Meeting, acceleration no other proceedings on the part of CFB are necessary to approve this Agreement or creation, in to consummate the aggregate, would not have a Material Adverse Effect on East Penn Financialtransactions contemplated hereby.

Authority; No Violation. (ai) East Penn Financial has full BC and BW have all requisite corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Agreements and to consummate the Mergers, subject to all Regulatory Filings transactions contemplated hereby and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersthereby. The execution and delivery of this Agreement by East Penn Financial and the other Transaction Agreements and the consummation by East Penn Financial of the Mergers transactions contemplated hereby and thereby have been duly and validly approved authorized by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other all necessary corporate proceedings action on the part of East Penn Financial are necessary to consummate the MergerBC and BW. This Agreement has and the other Transaction Agreements have been duly and validly executed and delivered by East Penn Financial BC and constitutes BW and (assuming due authorization, execution and delivery by SierraWest) constitute the valid and binding obligation obligations of East Penn FinancialBC and BW, enforceable against East Penn Financial BC and BW in accordance with its their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (bii) Subject to receipt The execution and delivery by BC and BW of Regulatory Approvals this Agreement and the approval of East Penn Financial shareholdersother Transaction Agreements does not, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger transactions contemplated hereby and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do thereby will not and will not: (i) conflict with or result in a breach of any Violation pursuant to (x) any provision of the respective articles Certificate of incorporation Incorporation or bylaws By-laws or comparable organizational documents of East Penn FinancialBC, the Bank BW or any Subsidiary; other Significant Subsidiary of BC, or (iiy) violate subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any statuteloan or credit agreement, rulenote, regulationmortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, writdecree, decree statute, law, ordinance, rule or injunction regulation applicable to East Penn FinancialBC, the Bank BW or any other Significant Subsidiary of BC or any of their respective properties or assets; or (iii) 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, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound which Violation (in the case of clause (y)), individually or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect material adverse effect on East Penn FinancialBC. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to BC, BW or any other Subsidiary of BC in connection with the execution and delivery by BC and BW of this Agreement and the other Transaction Agreements or the consummation by BC and BW of the transactions contemplated hereby and thereby, the failure to make or obtain which would have a material adverse effect on BC, or on BC's ability to own, possess or exercise the rights of an owner with respect to its Subsidiaries, except for (A) the filing of applications and notices with the FDIC under the Bank Merger Act and, if required, the Board of Governors of the Federal Reserve under the BHC Act and approval of same, (B) the filing by BC with the SEC of a registration statement on Form S-4 (the "S-4") with respect to the BC Common Stock issuable pursuant hereto, (C) the State Banking Approvals and any applicable State Takeover Approvals, (D) approval for listing upon official notice of issuance on the NYSE of the BC Common Stock issuable pursuant hereto, (E) notices under the HSR Act, if required (F) compliance with applicable state blue sky laws, (G) the filing with the Secretary of State of the State of California of the Agreement of Merger, and (H) the filing of a notice with the Department of Financial Institutions of the State of Nevada.

Authority; No Violation. (a) East Penn Financial Chevron has full corporate power and authority to execute and deliver this Agreement and the Amended LLC Agreement and to consummate the Mergers, subject to all Regulatory Filings transactions contemplated by this Agreement and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersAmended LLC Agreement. The execution and delivery of this Agreement by East Penn Financial and the Amended LLC Agreement and the consummation by East Penn Financial of the Mergers transactions contemplated by this Agreement and the Amended LLC Agreement have been duly and validly approved by all corporate action on the Board part of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no Chevron. No other corporate proceedings on the part of East Penn Financial Chevron or any of its Affiliates are necessary to approve this Agreement or the Amended LLC Agreement or to consummate the Mergertransactions contemplated by this Agreement or the Amended LLC Agreement. This Agreement has been duly and validly executed and delivered by East Penn Financial Chevron, and, assuming due authorization, execution and constitutes delivery by Phillips and the Company, cons▇▇▇▇▇▇▇ a valid and binding obligation of East Penn FinancialChevron, enforceable against East Penn Financial Chevron 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) Subject Chevron has full corporate power, right and authority to receipt of Regulatory Approvals transfer and convey, or cause to be transferred and conveyed, to the approval of East Penn Financial shareholdersCompany at the Closing, and HNC’s compliance with any conditions contained in this Agreement, the C Chem. (c) The execution, delivery and performance of this AgreementAgreement and the Amended LLC Agreement by Chevron do not, and the consummation by Chevron of the Merger and compliance with any terms or provisions of transactions contemplated by this Agreement by East Penn Financial and the Bank do not and Amended LLC Agreement will not: , constitute (i) conflict with or result in a breach of any provision of or violation of, or a default under, the respective articles certificate of incorporation or bylaws by-laws of East Penn FinancialChevron, the Bank or any Subsidiary; (ii) constitute a breach or violation of, or a default under, or give rise to any Lien, any buy-out right, any right of first offer or refusal, any acceleration of remedies, or any right of termination under or trigger any "change of control" rights or remedies under, any indenture, license, contract, agreement or other instrument to which Chevron is a party or by which any of its properties or assets may be bound, or (iii) assuming compliance with the applicable requirements of the HSR Act, violate any statutelaw, rule, regulation, judgment, order, writ, decree or injunction order applicable to East Penn Financial, the Bank or any Subsidiary C Chem or any of their respective its properties or assets; or , except, in the case of (ii) and (iii) violate), conflict withfor such breaches, result in a breach of any provisions ofviolations, constitute a default (defaults, Liens, accelerations or an event whichrights as would not be reasonably expected, with notice individually or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have to result in a Material Adverse Effect on East Penn FinancialC Chem or to adversely affect the ability of Chevron to consummate the transactions contemplated by this Agreement or the Amended LLC Agreement.

Authority; No Violation. (a) East Penn Financial Each of Purchaser and MergerSub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the Mergers, subject to all Regulatory Filings Merger and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery by Purchaser and MergerSub of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other all necessary corporate proceedings action on the part of East Penn Financial are necessary to consummate the Merger. This Purchaser and MergerSub, and this Agreement has been duly and validly executed and delivered by East Penn Financial Purchaser and MergerSub and constitutes the valid and binding obligation obligations of East Penn FinancialPurchaser and MergerSub, enforceable against East Penn Financial each of Purchaser and MergerSub in accordance with its terms, subject to applicable terms except as such enforceability may be limited by (i) bankruptcy, insolvency insolvency, moratorium, and other similar laws affecting creditors' rights generally generally, and subject, as to enforceability, to (ii) general principles of equityequity regardless of whether asserted in a proceeding in equity or at law. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance by Purchaser or MergerSub of this Agreement, the consummation of the Merger and transactions contemplated hereby, nor compliance by Purchaser or MergerSub with any terms or of the provisions of this Agreement by East Penn Financial and the Bank do not and will not: hereof, will: (i) conflict with or result in a breach of any provision of the respective articles its Certificate of incorporation Incorporation or bylaws of East Penn Financial, the Bank or any Subsidiary; Bylaws; (ii) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank or any Subsidiary or any of their respective properties or assets; or (iii) violate, conflict with, result in constitute 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, or acceleration of, the performance required by, or result in a right default, or give rise to any rights of termination termination, cancellation or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, franchise, license, leasepermit, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Purchaser or any Subsidiary MergerSub is a party, or by which they Purchaser or MergerSub or any of their respective properties or assets may be bound or affectedis bound, except where if in any such termination, acceleration or creation, in the aggregate, would not circumstances such event could have a Material Adverse Effect on East Penn Financial.on

Authority; No Violation. (a) East Penn Financial Issuer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Mergers, subject to all Regulatory Filings transactions contemplated hereby and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersthereby. The execution and delivery of this Agreement by East Penn Financial and the Ancillary Agreements and the consummation by East Penn Financial of the Mergers transactions contemplated hereby and thereby have been duly and validly approved by the Board board of Directors directors of East Penn Financial andIssuer pursuant to applicable law, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial Issuer or its Subsidiaries are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by East Penn Financial Issuer (assuming due authorization, execution and constitutes delivery by Buyer). This Agreement constitutes, and the Ancillary Agreements will constitute, valid and binding obligation obligations of East Penn FinancialIssuer, enforceable against East Penn Financial Issuer in accordance with its their respective terms, subject to 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 applicable bankruptcy, insolvency and similar laws affecting creditors' ’ rights generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement or the approval of East Penn Financial shareholdersAncillary Agreements by Issuer, and HNC’s nor compliance by Issuer with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and hereof or thereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles certificate of incorporation or bylaws of East Penn FinancialIssuer or the respective organizational documents of its Subsidiaries, the Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank Issuer or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance upon Lien upon, any of the respective properties or assets of East Penn Financial, the Bank Issuer or any Subsidiary under its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond▇▇▇▇, mortgage▇▇▇▇▇▇▇▇, indenture▇▇▇▇▇▇▇▇▇, deed of trust, license, lease, agreementcontract, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Issuer or any Subsidiary its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, affected except where such termination, acceleration or creation, (in the aggregatecase of clause (y) above) for such violations, conflicts, breaches or defaults which either individually or in the aggregate would not (i) prevent or delay Issuer from performing its obligations hereunder (ii) adversely affect the ability of Issuer to consummate the transactions contemplated hereby or (iii) have a Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (ai) East Penn Financial BancWest has full all requisite corporate power and authority to execute and deliver enter into this Agreement and, subject to the filing of the Certificate of Merger and the Agreement of Merger, to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other all necessary corporate proceedings action on the part of East Penn Financial are BancWest, including the approval thereof by the sole common shareholder of BancWest, other than the BancWest Preferred Stock Approval which will be obtained prior to the Closing. BancWest has taken all necessary corporate action so that the provisions of Section 1203 of the California Corporations Code do not and will not apply to consummate the Mergerexecution and delivery of this Agreement and the consummation of the transactions contemplated thereby. The approval of this 15 7 Agreement and the consummation of the transactions contemplated hereby require the affirmative vote of the holders of a majority of the outstanding shares of BancWest Preferred Stock (the "BancWest Preferred Stock Approval"), voting separately as a class. This Agreement has been duly and validly executed and delivered by East Penn Financial BancWest and (assuming due authorization, execution and delivery by FHI) constitutes the valid and binding obligation of East Penn FinancialBancWest, enforceable against East Penn Financial it 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. (bii) Subject to receipt Except as set forth in Section 3.1(c) of Regulatory Approvals the BancWest Disclosure Schedule, the execution and the approval delivery by BancWest of East Penn Financial shareholdersthis Agreement does not, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and transactions contemplated hereby will not: (i) conflict with or result in a breach of any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank or any Subsidiary or any of their respective properties or assets; or (iii) violate, conflict with, or result in a breach of any provisions violation of, or constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of, the performance required by, or result in give rise to a right of termination termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any Encumbrance upon assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") pursuant to, (x) any provision of the properties articles of incorporation or assets by-laws or comparable organizational documents of East Penn Financial, the Bank BancWest or any Subsidiary under of BancWest, or (y) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any of the terms loan or conditions of any credit agreement, note, bond, mortgage, indenture, lease, BancWest Benefit Plan (as defined in Section 3.1(j)) or other agreement, obligation, instrument, permit, concession, franchise, license, leasejudgment, agreementorder, commitment decree, statute, law, ordinance, rule or other instrument or obligation regulation applicable to which East Penn Financial, the Bank BancWest or any Subsidiary is of BancWest or its properties or assets, which Violation, in the case of clause (y), individually or in the aggregate, would have a partymaterial adverse effect on BancWest or on the ability of BancWest to perform its obligations hereunder on a timely basis. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by which they or with respect to BNP, BancWest or any of their respective properties Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by BancWest of the transactions contemplated hereby, the failure to make or obtain which would have a material adverse effect on BancWest or on the ability of BancWest to perform its obligations hereunder on a timely basis, or on FHI's ability to own, possess or exercise the rights of an owner with respect to the business and assets of BancWest and its Subsidiaries, except for (A) the filing of applications and notices with the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the BHC Act and the Federal Reserve Act (the "FRA") and approval of same, (B) the filing by FHI with the SEC of a proxy statement in definitive form relating to the meeting of FHI's stockholders to be held to approve and adopt this Agreement and the transactions contemplated hereby (the "Proxy Statement"), (C) the filing of applications with the California State Banking Department, and Hawaii and Oregon banking authorities, and such other applications, filings, authorizations, orders and approvals as may be bound required under the banking laws of other states or affectedjurisdictions, except where such terminationand approval thereof (collectively, acceleration or creationthe "State 16 8 Banking Approvals") and pursuant to any applicable state takeover laws ("State Takeover Approvals"), in (D) notification of the aggregateproposed issuance of the shares of FHI Class A Common Stock to the Nasdaq National Market pursuant to Schedule D to the By-Laws of the National Association of Securities Dealers, would not have a Material Adverse Effect on East Penn FinancialInc. (the "NASD"), (E) notices under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), and (F) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger and with the Secretary of State of the State of California of the Agreement of Merger.

Authority; No Violation. (a) East Penn Financial Buyer Bank has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial andBuyer Bank, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial Buyer Bank or any shareholder of Buyer Bank are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Buyer Bank and (assuming due authorization, execution and delivery by Seller Bank and First Tennessee) this Agreement constitutes the a valid and binding obligation of East Penn FinancialBuyer Bank, enforceable against East Penn Financial Buyer Bank in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Buyer Bank, nor the consummation by Buyer Bank do not and of the transactions contemplated hereby, nor compliance by Buyer Bank with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation association or bylaws or similar governing documents of East Penn Financial, the Buyer Bank or any Subsidiary; of its subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Buyer Bank or any Subsidiary of its subsidiaries or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Buyer Bank or any Subsidiary under of its subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Buyer Bank or any Subsidiary of its subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of East Penn Financial and, except for approval the Company and by the shareholders of East Penn Financial as required by the State Corporation Law, no Holdings Stockholder. No other corporate proceedings on the part of East Penn Financial the Company are necessary to approve this Agreement or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial the Company and (assuming due authorization, execution and delivery by the Holdings Stockholder, Parent, and Merger Sub) constitutes the valid and binding obligation of East Penn Financialthe Company, enforceable against East Penn Financial the Company in accordance with its terms, subject to applicable terms (except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies). (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by the approval Company nor the consummation by the Company of East Penn Financial shareholdersthe transactions contemplated hereby, and HNC’s nor compliance by the Company with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate (A) any provision of the respective articles Company Charter or the Company By-laws or (B) any equivalent organizational or other governing documents of incorporation any other Subsidiary of the Company or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 5.4 are duly obtained and/or made, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree regulation or injunction Order applicable to East Penn Financialthe Company, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank Company or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation (collectively, “Contracts”) to which East Penn Financial, the Bank Company or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults with respect to clause (ii)(B) that are not reasonably likely to have, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn Financialthe Company.

Authority; No Violation. (a) East Penn Financial PFI has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersContemplated Transactions. The execution and delivery of this Agreement by East Penn Financial PFI and the consummation by East Penn Financial PFI of the Mergers Contemplated Transactions have been duly and validly approved by the Board of Directors of East Penn Financial PFI and, except for approval by the shareholders of East Penn Financial PFI as required by the State Corporation LawBCL, no other corporate proceedings on the part of East Penn Financial PFI are necessary to consummate the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial PFI and, subject to approval by the shareholders of PFI and subject to receipt of the required approvals of Regulatory Authorities described in Section 4.04 hereof, constitutes the valid and binding obligation of East Penn FinancialPFI, enforceable against East Penn Financial PFI 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. (bi) Subject The execution and delivery of this Agreement by PFI, (ii) subject to receipt of Regulatory Approvals approvals from the PFI shareholders and the approval of East Penn Financial shareholders, Regulatory Authorities referred to in Section 4.04 hereof and HNC’s PFI's and NPB's compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreementtherein, the consummation of the Merger Merger, and (iii) compliance by PFI or any PFI Subsidiary with any of the terms or provisions of this Agreement by East Penn Financial and the Bank hereof, do not and will not: (iA) conflict with or result in a breach of any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank PFI or any PFI Subsidiary; (iiB) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank PFI or any PFI Subsidiary or any of their respective properties or assets; or (iiiC) except as described in PFI Disclosure Schedule 3.03, 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, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn Financial, the Bank PFI or any PFI Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank PFI or any PFI Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such terminationexcluding from clauses (B) and (C) hereof, acceleration or creationany items which, in the aggregate, would not have a Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial Each of NWM, NWC and Merger Sub has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations under the Agreement, and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers Merger and the transactions contemplated hereby have been duly and validly approved and adopted by the Board Boards of Directors of East Penn Financial andeach of NWM, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no NWC and Merger Sub. No other corporate proceedings on the part of East Penn Financial NWM, NWC or Merger Sub are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial each of NWM, NWC and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes the a valid and binding obligation of East Penn Financialeach of NWM, NWC and Merger Sub, enforceable against East Penn Financial each of NWM, NWC and Merger Sub in accordance with its terms, subject to applicable except that such enforceability (i) may be limited by bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally and subject, as to enforceability, (ii) is subject to general principles of equityequity (regardless of whether considered in a proceeding in equity or at law). (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and NWM, NWC or Merger Sub, nor the Bank do not and consummation by NWM, NWC or Merger Sub of the transactions contemplated hereby, nor compliance by NWM, NWC or Merger Sub with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles certificate of incorporation or bylaws of East Penn FinancialNWM, the Bank NWC or any Subsidiary; Merger Sub, (ii) assuming that the consents and approvals referred to in Section 3.3 are duly obtained, violate any statute, rule, regulationLaw, judgment, order, writ, decree or injunction applicable to East Penn FinancialNWM, the Bank or any Subsidiary NWC and Merger Sub or any of their respective properties or assets; or assets or (iii) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, of or acceleration of, the performance required by, or result in a right of termination or acceleration cancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn FinancialNWM, the Bank NWC or any Subsidiary under Merger Sub under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, license, lease, agreement, commitment Contract or other instrument or obligation to which East Penn FinancialNWM, the Bank NWC or any Subsidiary Merger Sub is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affectedbound, except where (in the case of clauses (ii) and (iii) above) for such terminationviolations, acceleration conflicts, breaches, defaults, terminations, cancellations, accelerations, creation of liens or creationthe loss of benefits that, either individually or in the aggregate, would not have a be an NWC Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial Ameris has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and transactions contemplated hereby. As of the receipt of all Regulatory Approvals and the approval date of this Agreement, the Board of Directors of Ameris has determined that this Agreement by East Penn Financial's is advisable and in the best interests of Ameris and its shareholders. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, Ameris and no other corporate proceedings action is necessary on the part of East Penn Financial are necessary to consummate the MergerAmeris. This Agreement has been duly and validly executed and delivered by East Penn Financial Ameris and (assuming due authorization, execution and delivery by Coastal) constitutes the valid and binding obligation of East Penn FinancialAmeris, enforceable against East Penn Financial Ameris in accordance with its terms, terms (subject to applicable bankruptcy, insolvency the Bankruptcy and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equityEquity Exception). (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by Ameris or the approval Bank Merger Agreement by Ameris Bank, nor the consummation by Ameris of East Penn Financial shareholdersthe transactions contemplated in this Agreement or by Ameris Bank of the transactions in the Bank Merger Agreement, and HNC’s nor compliance by Ameris or Ameris Bank with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and or the Bank do not and Merger Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Ameris Charter or the Ameris Bylaws or the organizational documents of incorporation Ameris Bank, or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained or made, (A) violate any statute, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to East Penn FinancialAmeris, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets in a manner that could be reasonably expected to have a Material Adverse Effect on Ameris, or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank Ameris or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Ameris or any Subsidiary of its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financialis bound.

Authority; No Violation. (a) East Penn Financial has United and UNB have full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and transactions contemplated hereby in accordance with the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersterms hereof. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of East Penn Financial and, except United and UNB. Except for any shareholder approval by the shareholders of East Penn Financial as that may be required by the State Corporation LawNASDAQ/NMS listing rules, no other corporate proceedings on the part of East Penn Financial United and UNB are necessary to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial United and UNB and constitutes the a valid and binding obligation of East Penn FinancialUnited and UNB, enforceable against East Penn Financial United and UNB in accordance with its terms, subject except to applicable the extent that enforcement may be limited by (i) bankruptcy, insolvency and insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of national banks or their holding companies, (ii) general equitable principles, and subject, (iii) laws relating to the safety and soundness of insured depository institutions and except that no representation is made as to enforceability, to general principles the effect or availability of equityequitable remedies or injunctive relief. (b) Subject to receipt Neither the execution or delivery of Regulatory Approvals this Agreement nor the consummation by United and UNB of the approval of East Penn Financial shareholders, and HNC’s transactions contemplated hereby in accordance with the terms hereof or compliance by United or UNB with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Certificate of incorporation Incorporation, Articles of Association or bylaws other governing instrument or Bylaws of East Penn FinancialUnited or UNB, the Bank or any Subsidiary; (ii) assuming that the consents and approvals set forth below are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank United or any Subsidiary UNB or any of their respective properties or assets; or , or (iii) violate, conflict with, result in a breach of any provisions provision 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, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, security interest, charge or other encumbrance upon any of the properties or assets of East Penn FinancialUnited or UNB under, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank United or any Subsidiary UNB is a party, or by which they United or UNB or any of their respective properties or assets may be bound or affected, except where except, with respect to (ii) and (iii) above, such termination, acceleration or creation, as individually and in the aggregate, would aggregate will not have a Material Adverse Effect material adverse effect on East Penn Financialthe business, operations, assets or financial condition of United and United's Subsidiaries on a consolidated basis, or the ability of United and UNB to consummate the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OCC, the Commissioner, the Securities and Exchange Commission (the "SEC"), applicable state securities bureaus or commissions, and the National Association of Securities Dealers, Inc., no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of United or UNB in connection with (a) the execution and delivery by United or UNB of this Agreement and (b) the consummation by United of the Merger and the other transactions contemplated hereby. To United's knowledge, no fact or condition exists which United has reason to believe will prevent it or UNB from obtaining the aforementioned consents and approvals within the time frame contemplated hereby.

Authority; No Violation. (a) East Penn Financial FICS has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersAgreement. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers have has been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval FICS. Assuming the due execution hereof by the shareholders of East Penn Financial as required by the State Corporation Laweach Seller, no other further corporate proceedings approvals or consents on the part of East Penn Financial FICS, its directors or shareholders are necessary to approve this Agreement, or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial FICS and constitutes (assuming due authorization, execution and delivery by S1 and each of the Sellers of this Agreement) will constitute valid and binding obligation of East Penn FinancialFICS, enforceable against East Penn Financial FICS in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and FICS nor compliance by FICS with any of the Bank do not and terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles Restated Articles of incorporation Association of FICS, or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.4 hereof are duly obtained, (x) violate any statute, rule, regulation, judgment, order, writ, decree or injunction Laws (as defined in Section 9.11) applicable to East Penn Financial, the Bank FICS or any Subsidiary FICS Subsidiary, or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of East Penn Financial, the Bank FICS or any Subsidiary under FICS Subsidiary, under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank FICS or any FICS Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial FNB has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of transactions this Agreement by East Penn Financial's shareholderscontemplates. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions this Agreement contemplates have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, FNB and no other corporate proceedings approvals on the part of East Penn Financial FNB are necessary to consummate the Mergerapprove this Agreement. This Agreement has been duly and validly executed and delivered by East Penn Financial FNB and, assuming the due authorization, execution and delivery of this Agreement by OBA, constitutes the valid and binding obligation of East Penn FinancialFNB, enforceable against East Penn Financial FNB in accordance with its terms, subject to applicable except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies. (b) Subject to receipt Neither the execution and delivery of Regulatory Approvals and this Agreement by FNB, nor the approval consummation by FNB of East Penn Financial shareholdersthe transactions this Agreement contemplates, and HNC’s nor compliance by FNB with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and Agreement, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation FNB Charter or bylaws of East Penn Financialthe FNB Bylaws or, the Bank or any Subsidiary; (ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made and are in full force and effect, (A) violate any statute, rule, regulation, judgment, order, writ, decree or injunction Law applicable to East Penn FinancialFNB, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiB) violate, conflict with, result in a breach of any provisions provision of, constitute a default (default, or an event which, with notice or lapse of time, or both, would constitute a default) default under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank FNB or any Subsidiary of its Subsidiaries under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank FNB or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where for such terminationviolations, acceleration conflicts, breaches or creationdefaults with respect to clause (ii) that are not reasonably likely to have, either individually or in the aggregate, would not have a Material Adverse Effect on East Penn FinancialFNB.

Authority; No Violation. (a) East Penn Financial The Company has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no Company. No other corporate proceedings on the part of East Penn Financial the Company or its Subsidiaries are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial the Company. Assuming due authorization, execution and delivery by Buyer, this Agreement constitutes the a valid and binding obligation of East Penn Financialthe Company, enforceable against East Penn Financial the Company in accordance with its terms, subject to applicable except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency and similar insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting creditors' or relating to the rights generally of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and subject, as to enforceability, to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and the Bank do not and 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: (i) conflict with or result in a breach of violate any provision of the respective articles Charter Documents of incorporation the Company, or bylaws of East Penn Financial, the Bank or any Subsidiary; (ii) assuming that the Company Regulatory Approvals are duly obtained and/or made, violate any statute, rule, regulation, judgment, order, writ, decree Law or injunction Order applicable to East Penn Financial, the Bank Company or any Subsidiary its Subsidiaries or any of their respective properties or assets; or assets or (iii) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination, acceleration or acceleration of, the performance required bycancellation under, or result in a right of termination or acceleration or the creation of any Encumbrance upon Lien under any indenture, mortgage, Contract, leases, license, instrument or other arrangement to which any of the properties Company or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary its Subsidiaries is a party, party or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except where such terminationexcept, acceleration in the case of clauses (ii) and (iii), as would not reasonably be expected to, individually or creation, in the aggregate, would not have a Company Material Adverse Effect on East Penn FinancialEffect. (c) The Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Minority Offer, are fair to, and in the best interests of, the Company's shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Minority Offer, in accordance with the BCL, and (iii) resolved to remain neutral and not to make a recommendation regarding whether Company shareholders accept the Minority Offer and tender their shares of Company Common Stock pursuant to the Minority Offer (collectively, the “Company Board Recommendation”).

Authority; No Violation. (a) East Penn Financial Each of Purchaser and MergerSub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and to consummate the Mergers, subject to all Regulatory Filings Merger and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery by Purchaser and MergerSub of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other all necessary corporate proceedings action on the part of East Penn Financial are necessary to consummate the Merger. This Purchaser and MergerSub, and this Agreement has been duly and validly executed and delivered by East Penn Financial Purchaser and MergerSub and constitutes the valid and binding obligation obligations of East Penn FinancialPurchaser and MergerSub, enforceable against East Penn Financial each of Purchaser and MergerSub in accordance with its terms, subject to applicable terms except as such enforceability may be limited by (i) bankruptcy, insolvency insolvency, moratorium, and other similar laws affecting creditors' rights generally generally, and subject, as to enforceability, to (ii) general principles of equityequity regardless of whether asserted in a proceeding in equity or at law. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance by Purchaser or MergerSub of this Agreement, the consummation of the Merger and transactions contemplated hereby, nor compliance by Purchaser or MergerSub with any terms or of the provisions of this Agreement by East Penn Financial and the Bank do not and will not: hereof, will: (i) conflict with or result in a breach of any provision of the respective articles its Certificate of incorporation Incorporation or bylaws of East Penn Financial, the Bank or any Subsidiary; Bylaws; (ii) violate any statute, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank or any Subsidiary or any of their respective properties or assets; or (iii) violate, conflict with, result in constitute 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, or acceleration of, the performance required by, or result in a right default, or give rise to any rights of termination termination, cancellation or acceleration or the creation of any Encumbrance upon any of the properties or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, franchise, license, leasepermit, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank Purchaser or any Subsidiary MergerSub is a party, or by which they Purchaser or MergerSub or any of their respective properties or assets may be bound or affectedis bound, except where if in any such termination, acceleration or creation, in the aggregate, would not circumstances such event could have a Material Adverse Effect on East Penn FinancialPurchaser; or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or MergerSub or any of their respective properties or assets, the result of which could have a Material Adverse Effect on Purchaser. No consent of, approval of, notice to or filing with any governmental authority having jurisdiction over any aspect of the business or assets of Purchaser, and no consent of, approval of or notice to or filing with any other Person is required in connection with the execution and delivery by Purchaser or MergerSub of this Agreement or the consummation by Purchaser or MergerSub of the transactions contemplated hereby, except for the Regulatory Approvals.

Authority; No Violation. (a) East Penn Financial has SAB and SB have full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of East Penn Financial andSAB and SB, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, and no other corporate proceedings on the part of East Penn Financial SAB and SB are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial SAB and SB and (assuming due authorization, execution and delivery by BB ) this Agreement constitutes the a valid and binding obligation of East Penn FinancialSAB and SB, enforceable against East Penn Financial SAB and SB in accordance with its terms, subject to applicable 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 generally and subject, as to enforceability, to general principles of equityremedies generally. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and SAB, nor the Bank do not and consummation by SAB of the transactions contemplated hereby, nor compliance by SAB with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective Amended and Restated Articles of Incorporation or Bylaws of SAB, or the articles of incorporation or bylaws or similar governing documents of East Penn Financial, the Bank any of its Subsidiaries or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank SAB or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or , or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of East Penn Financial, the Bank SAB or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn Financial, the Bank SAB or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn Financial.

Authority; No Violation. (a) East Penn Financial Eureka has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and transactions contemplated hereby in accordance with the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholdersterms hereof. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial andEureka, except subject to approval of the Merger by Eureka’s stockholders in accordance with this Agreement, the bylaws of Eureka and the MGCL. Except for approval by the shareholders of East Penn Financial as required by the State Corporation Lawapprovals described in this Section 4.3(a), no other corporate proceedings on the part of East Penn Financial Eureka are necessary to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial Eureka and (assuming due authorization and delivery by NexTier) constitutes the a valid and binding obligation of East Penn FinancialEureka, enforceable against East Penn Financial Eureka in accordance with its terms, subject to applicable bankruptcy, insolvency and insolvency, moratorium or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles principals of equity. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial Eureka, nor the consummation by Eureka and Eureka Bank of the transactions contemplated hereby, nor compliance by Eureka or Eureka Bank do not and of any of the provisions hereof, will not: (i) conflict with or result in a breach of any provision of the respective articles Governing Documents of incorporation Eureka or bylaws of East Penn FinancialEureka Bank, the Bank or any Subsidiary; (ii) violate constitute or result in a Default under, or require any statuteConsent pursuant to, ruleor result in the creation of any Lien on any Asset of Eureka or Eureka Bank under any Contract or Permit of Eureka or Eureka Bank or (iii) subject to the receipt of the requisite Consents referred to in Section 8.1(b), regulationconstitute or result in a Default under, judgmentor require any Consent pursuant to, order, writ, decree any Law or injunction Order applicable to East Penn Financial, the Bank Eureka or any Subsidiary its Subsidiaries or any of their respective properties or assets; ormaterial Assets. (iiic) violateAs of the date hereof, conflict with, result in a breach Eureka is not aware of any provisions ofreasons (financial, constitute a default (regulatory capitalization, regulatory compliance or an event which, with notice or lapse of time, or both, would constitute a defaultotherwise) under, result in relating to Eureka why all consents and approvals shall not be received from all regulatory agencies having jurisdiction over the termination of, or acceleration of, the performance required by, or result in a right of termination or acceleration transactions contemplated by this Agreement or the creation of any Encumbrance upon any Bank Merger Agreement as shall be necessary for consummation of the properties transactions contemplated by this Agreement or assets of East Penn Financial, the Bank or any Subsidiary under any of the terms or conditions of any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, in the aggregate, would not have a Material Adverse Effect on East Penn FinancialMerger Agreement.

Authority; No Violation. (a) East Penn Financial Each of Parent and Merger Sub has full corporate power and authority and is duly authorized to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other all necessary corporate proceedings action on the part of East Penn Financial Parent and Merger Sub. No other corporate proceedings (including any approvals of Parent’s shareholders) on the part of Parent or Merger Sub are necessary to approve this Agreement and to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial each of Parent and Merger Sub. Assuming due authorization, execution and delivery by Company, this Agreement constitutes the a valid and binding obligation of East Penn Financialeach of Parent and Merger Sub, enforceable against East Penn Financial each of Parent and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, except as to enforceability, to general principles of equitysuch enforcement may be limited by Remedies Exceptions. (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and Parent or Merger Sub, nor the Bank do not and consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation or bylaws of East Penn Financial, the Bank Parent or any Subsidiary; Merger Sub or (ii) assuming that the consents and approvals referred to in Section 4.3 are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to East Penn Financial, the Bank Parent or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiB) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, 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, of or acceleration of, the performance required by, or result in a right of termination or acceleration cancellation under, accelerate the performance required by or rights or obligations under, or result in the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn Financial, the Bank Parent or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment contract, or other instrument or obligation to which East Penn Financial, the Bank Parent or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected, except where such termination, acceleration or creation, (in the aggregatecase of clause (ii) above) for such violations, conflicts, breaches, defaults or the loss of benefits that would not reasonably be expected to have a Parent Material Adverse Effect on East Penn FinancialEffect.

Authority; No Violation. (a) East Penn Financial Purchaser has full all necessary corporate or similar power and authority to execute execute, deliver and deliver perform this Agreement and the other Transaction Documents and to consummate the Mergers, subject to all Regulatory Filings Transaction and the receipt of all Regulatory Approvals other transactions contemplated hereby and the approval thereby. The execution, delivery and performance of this Agreement and the other Transaction Documents has been duly authorized by East Penn Financial's shareholdersall necessary action on the part of Purchaser. Purchaser has (or, as applicable, will have as of Closing) duly executed and delivered each Transaction Document to be executed and delivered by it, and assuming due authorization, execution and delivery by Seller, each such Transaction Document will constitute a valid, legal and binding obligation, enforceable against Purchaser in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) The execution and delivery of this Agreement by East Penn Financial and the consummation other Transaction Documents by East Penn Financial of the Mergers have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, no other corporate proceedings on the part of East Penn Financial are necessary to consummate the Merger. This Agreement has been duly and validly executed and delivered by East Penn Financial and constitutes the valid and binding obligation of East Penn Financial, enforceable against East Penn Financial 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) Subject to receipt of Regulatory Approvals and the approval of East Penn Financial shareholdersPurchaser, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial Transaction and the Bank do other transactions contemplated hereby and thereby, does not and will not:not (with the lapse of time or the giving of notice, or both): (i) contravene, conflict with or result in a breach violation of any provision of the respective articles provisions of incorporation or bylaws the organizational documents of East Penn Financial, the Bank or any SubsidiaryPurchaser; (ii) violate contravene, conflict with or result in a violation of any statute, rule, regulation, judgment, order, writ, decree applicable Law or injunction applicable to East Penn Financial, the Bank or any Subsidiary or any of their respective properties or assets; orOrder; (iii) violate(A) contravene, conflict with, with or result in a violation or 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, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation default under, any material provision of any Encumbrance upon material Contract or Permit to which Purchaser is a party or (B) give any of Person the properties right to: (1) declare a default or assets of East Penn Financial, the Bank or exercise any Subsidiary remedy under any of such Contract or Permit; (2) accelerate the terms maturity or conditions performance of any notesuch Contract or Permit; or (3) cancel, bondterminate or modify any such Contract or Permit, mortgageexcept, indenturein the case of clauses (ii) or (iii), license, lease, agreement, commitment or other instrument or obligation to which East Penn Financial, the Bank or any Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such terminationconflict, acceleration violation, default or creationimposition would not have, individually or in the aggregate, would not have a Material Adverse Effect material adverse effect on East Penn FinancialPurchaser’s ability to consummate the Transaction.

Authority; No Violation. (a) East Penn Financial FleetBoston has full corporate power and authority to execute and deliver this Agreement and to consummate the Mergers, subject to all Regulatory Filings and the receipt of all Regulatory Approvals and the approval of this Agreement by East Penn Financial's shareholderstransactions contemplated hereby. The execution and delivery of this Agreement by East Penn Financial and the consummation by East Penn Financial of the Mergers transactions contemplated hereby have been duly and validly approved by the Board of Directors of East Penn Financial and, except for approval by the shareholders of East Penn Financial as required by the State Corporation Law, FleetBoston and no other corporate proceedings on the part of East Penn Financial FleetBoston are necessary to approve this Agreement or to consummate the Mergertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by East Penn Financial FleetBoston and (assuming due authorization, execution and delivery by Summit) constitutes the valid and binding obligation obligations of East Penn Financialeach of FleetBoston, enforceable against East Penn Financial each of FleetBoston in accordance with its terms, subject to applicable terms (except as may be limited by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting creditors' the rights of creditors generally and subject, as to enforceability, to general principles the availability of equityequitable remedies). (b) Subject to receipt of Regulatory Approvals Neither the execution and the approval of East Penn Financial shareholders, and HNC’s compliance with any conditions contained in this Agreement, the execution, delivery and performance of this Agreement, the consummation of the Merger and compliance with any terms or provisions of this Agreement by East Penn Financial and FleetBoston, nor the Bank do not and consummation by FleetBoston of the transactions contemplated hereby, nor compliance by FleetBoston with any of the terms or provisions hereof, will not: (i) conflict with or result in a breach of violate any provision of the respective articles of incorporation FleetBoston Articles or bylaws of East Penn FinancialBy-Laws, the Bank or any Subsidiary; (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Injunction applicable to East Penn FinancialFleetBoston, the Bank or any Subsidiary of its Subsidiaries or any of their respective properties or assets; or assets or (iiiy) violate, conflict with, result in a breach of any provisions ofprovision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination ofof or a right of termination or cancellation under, or acceleration of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Encumbrance Lien upon any of the respective properties or assets of East Penn FinancialFleetBoston, the Bank or any Subsidiary under of its Subsidiaries under, any of the terms terms, conditions or conditions provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment agreement or other instrument or obligation to which East Penn FinancialFleetBoston, the Bank or any Subsidiary of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except where such termination, acceleration or creation, (in the aggregatecase of clause (y) above) for such violations, would conflicts, breaches or defaults which either individually or in the aggregate will not have a Material Adverse Effect on East Penn FinancialFleetBoston.