Common use of Authority; No Violation Clause in Contracts

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

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

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

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

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

Authority; No Violation. (a) The Company Seller has full corporate power and authority to execute and deliver this Agreement Agreement, the Security Agreements and the other documents required to be executed and delivered by Seller in connection herewith and therewith (collectively, the “Seller Transaction Documents”) and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Seller Transaction Documents and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of the Company. Subject to the requirements of applicable lawSeller, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company Seller are necessary to approve this Agreement and the other Seller Transaction Documents and to consummate the transactions contemplated herebyhereby or thereby. This Agreement and each other Seller Transaction Document has been duly and validly executed and delivered by the Company Seller and (assuming the due authorization, execution and delivery of this Agreement and each other Seller Transaction Document by Parent and Subthe other party or parties thereto) constitutes a constitute the valid and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their respective terms. (b) Except as set forth on Schedule 4.3(b) and assuming that the filings, notifications, authorizations, consents, orders and/or approvals referred to in Schedule 3.03 heretoSection 4.4 are, as applicable, duly made and/or obtained, neither the execution and delivery of this Agreement or any other Seller Transaction Document by the CompanySeller, nor the consummation by the Company Seller of the transactions contemplated herebyhereby or thereby to be performed by it, nor compliance by the Company Seller with any of the terms or provisions hereofhereof or thereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws of Seller, the Company, or any Subsidiary, or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xA) violate any statuteapplicable law with respect to Seller, codethe Company, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its SubsidiariesSubsidiary, or any of their respective properties or assets, (B) result in the creation of any Encumbrance upon any of the Shares or upon any of the assets or properties of the Company or any Subsidiary, or (yC) violate, conflict with, result in a breach of any provisions of provision of, or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Seller, the Company Company, or any of its Subsidiaries Subsidiary is a party, or by which Seller, the Company Company, or any of its Subsidiaries Subsidiary or any of their respective properties or assets may be bound or affected, except (in the case of except, with respect solely to clause (yC) above) , for such violations, Encumbrances, conflicts, beaches breaches or defaults whichwhich would not, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyEffect.

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

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

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

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

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

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

Authority; No Violation. (a) The Company Seller has full corporate the requisite limited liability company power and authority to execute and deliver this Agreement and each Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents to which the Seller is or will be a party and the performance by the Seller of its obligations hereunder and thereunder (including the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby) have been duly and validly approved by the Board of Directors of the Company. Subject (or with respect to the requirements of applicable lawTransaction Documents to which the Seller is or will be a party, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby will be submitted at or prior to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting"Closing) and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement duly authorized by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings all necessary limited liability company action on the part of the Company are Seller and its Affiliates, and no other action, approval, or proceeding (including by its equity holders, if applicable) on the part of the Seller or its Affiliates is necessary to approve authorize or enter into this Agreement and each of the Transaction Documents to which the Seller is or will be a party or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been been, and each of the Transaction Documents to which the Seller is or will be a party is or will be at or prior to the Closing, duly and validly executed and delivered by the Company Seller and constitutes, or will constitute when executed, as applicable, valid, legal and binding obligations of the Seller in each case (assuming the due authorizationthat this Agreement has been, execution and delivery by Parent and Sub) constitutes a valid and binding obligation each of the CompanyTransaction Documents to which the Seller is or will be a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company Seller in accordance with its each of their respective terms, except to the extent that enforceability may be limited by the Enforceability Exceptions. (b) Except as set forth in Schedule 3.03 heretoNeither the execution, neither the execution and delivery or performance of this Agreement by or any Transaction Document to which the Company, Seller is a party nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws Organizational Documents of the CompanySeller, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction Judgment or other Law applicable to the Company Seller or any of its Subsidiariesassets, or any of their respective properties or assets, other rights or (yiii) violate, conflict with, result in a breach (or an event which, with or without notice or lapse of time, or both, would constitute a breach) of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with or without notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation cancellation, or any other change to any right or obligation under, require any notice, consent or other action by any Person under, result in the right of any Person to payment or obligation of any other party thereto, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the Company Interests or any other assets, properties or assets other rights of the Company or any of its Subsidiaries Seller under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which the Company or any of its Subsidiaries Seller is a party, or by which it, the Company Interests or any of its Subsidiaries or any of their respective the Seller’s other assets, properties or assets other rights may be bound or affectedbound, except (in the case of each of clause (yii) above) for such violationsand (iii), conflictswhich would, beaches or defaults which, either individually or in the aggregate, will not reasonably be expected to have an adverse effect on the Seller’s ownership of the Company Interests or otherwise have a Material Adverse Effect material adverse effect on the Companyability of the Seller to consummate the transactions contemplated by this Agreement or any other Transaction Document.

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

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

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

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

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

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

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

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

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

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

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

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

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by all requisite corporate action on the Board of Directors part of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or to authorize or consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery of this Agreement by Parent and Subthe other parties hereto) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company or any of its Affiliates nor the consummation by the Company or any of its Affiliates of any of the transactions contemplated herebyhereby or by the Ancillary Agreements, nor compliance by the Company or any of its Affiliates with any of the terms or provisions hereofhereof or thereof, will (i) violate any provision of the articles of incorporation or bylaws of the Company or (ii) (A) violate, conflict with or result in a breach of require any provision of the Certificate of Incorporation notice, filing, consent, waiver or Bylaws of the Company, (ii) assuming that the consents and approvals referred approval under any Applicable Law to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to which the Company or any of its Subsidiariesproperties, Material Contracts or any of their respective properties or assetsassets are subject, or (yB) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with or without notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienEncumbrance upon the Common Stock or any Encumbrance upon the properties, pledge, security interest, charge or other encumbrance upon any of the properties Material Contracts or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a partyunder, or by which the Company require notice, approval, waiver or consent under, any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyContract.

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

Authority; No Violation. (a) The Company Each of Parent and Sub has full corporate all requisite power and authority to execute enter into and deliver this Agreement and to consummate the transactions contemplated herebyTransactions, including the Merger. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Sub, the consummation of the Merger and the consummation other Transactions and compliance with the provisions of this Agreement, by the Company each of the transactions contemplated by this Agreement Parent and Sub have been duly and validly approved authorized by all requisite corporate action on the Board part of Directors each of the Company. Subject to the requirements of applicable lawParent and Sub, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of Parent and Sub (including any stockholder action) on the Company part of Parent or Sub are necessary to approve authorize this Agreement and or to consummate the transactions contemplated herebyTransactions, including the Merger. This Agreement has been duly executed and validly delivered by each of Parent and Sub and, assuming this Agreement has been duly authorized, executed and delivered by the Company Company, this Agreement constitutes the valid and (assuming the due authorization, execution and delivery by binding agreement of Parent and Sub) constitutes a valid and binding obligation of the Company, enforceable against the Company each of Parent and Sub in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights generally and to general equitable principles. (b) Except as set forth in Schedule 3.03 heretoThe execution, neither the execution delivery and delivery performance by Parent and Sub of this Agreement by the Company, nor and the consummation of the Merger and the other Transactions by Parent and Sub and compliance with the provisions hereof by Parent and Sub do not require any consent, approval, order, waiver or authorization or permit of, action or non-action by, registration, declaration or filing with or notification to any Governmental Entity with respect to Parent or Sub, other than (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) compliance with the applicable requirements of the HSR Act and other applicable Antitrust Laws specified in Section 5.02 of the Parent Disclosure Schedule; (iii) compliance with the applicable requirements of the Exchange Act; (iv) as disclosed or required to be disclosed in the Company Disclosure Schedule; and (v) any such consent, approval, order, waiver, authorization, permit, action, non-action, registration, declaration, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, be reasonably expected to prevent or materially delay consummation of the transactions contemplated herebyMerger and the other Transactions, nor or Parent’s and Sub’s ability to observe and perform their material obligations hereunder (“Parent Material Adverse Effect”). (c) The execution, delivery and performance by Parent and Sub of this Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the provisions hereof by Parent and Sub will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the Company with loss of any benefit under any (A) Contract to which Parent or Sub is a party or by which any other respective properties, assets or rights are bound or (B) Authorization applicable to Parent or Sub, (ii) result in the creation of any Liens upon any of the terms properties, assets or provisions hereofrights of Parent or Sub, will (iiii) violate, conflict with or result in a breach any violation of any provision of the Certificate Organizational Documents of Incorporation Parent or Bylaws of the Company, Sub or (iiiv) assuming that the consents and approvals referred to in Section 3.04 hereof 5.02(b) are duly obtained, (x) conflict with or violate any statuteapplicable Laws or any judgments, codeorders, ordinance, rule, regulation, judgment, order, writ, decree or injunction decrees of any Governmental Entity in each case applicable to the Company Parent or any of its Subsidiaries, Sub or any of their respective properties properties, assets or assetsrights, or (y) violateother than, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause clauses (yi), (ii) above) for such violationsand (iv), conflictsas would not, beaches or defaults which, either individually or in the aggregate, will not have or reasonably be expected to have a Parent Material Adverse Effect on the CompanyEffect.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by of the Company of Merger and the transactions contemplated by this Agreement hereby have been duly and validly approved and adopted by the Board of Directors of the Company. Subject to the requirements of applicable law, the The Company’s Board of Directors of the Company Directors, at a meeting duly called and held, has directed (i) determined that this Agreement and the transactions contemplated hereby be submitted to by this Agreement are in the best interests of Company's stockholders for approval at a meeting of such stockholders ’s stockholders, (the "Company Stockholder Meeting"ii) and has voted to recommend to its stockholders that its stockholders approve and adopt approved this Agreement and the transactions contemplated thereby andby this Agreement in accordance with the requirements of Delaware Law, except (iii) declared that this Agreement is advisable, (iv) resolved to recommend that stockholders of Company adopt this Agreement, and (v) to the extent necessary, adopted a resolution for the adoption purpose of causing Company not to be subject to any restriction set forth in any state takeover law or similar Laws and Regulations that might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement by Agreement. The Company Stockholder Approval is the requisite only vote of the holders of any class or series of Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are ’s capital stock necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the Company. Assuming due authorization, execution and delivery by Parent and Merger Sub) , this Agreement constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, 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 general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Certificates of Incorporation or Bylaws bylaws or other charter or organizational documents of the Company, Company or any of its Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, contract, or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties properties, assets or assets business activities may be bound or affected, except (in the case of clause (yii)(y) above) above for such violations, conflicts, beaches breaches, defaults or defaults the loss of benefits which, either individually or in the aggregate, will would not have be a Company Material Adverse Effect on the CompanyEffect.

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

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

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

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

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

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

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

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

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

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

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

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

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

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by all requisite corporate action on the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors part of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") Shareholder, and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company (including without limitation any additional approval of the Shareholder) are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and the Shareholder and (assuming the due authorization, execution and delivery of this Agreement by Parent and SubBuyer) constitutes a valid and binding obligation of the CompanyCompany and the Shareholder, enforceable against the Company and the Shareholder in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the CompanyCompany or the Shareholder, nor the consummation by the Company or the Shareholder, as the case may be, of the transactions contemplated herebyhereby to be performed by them, nor compliance by the Company or the Shareholder with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Articles of Incorporation or Bylaws By-laws of any of the Company, Companies or (ii) except as set forth in Schedule 4.2(b), and assuming that the consents and approvals referred to in Section 3.04 6.4 and 6.5 hereof are duly obtained, (x) violate violate, conflict with or require any statutenotice, codefiling, ordinance, rule, regulation, judgment, order, writ, decree consent or injunction applicable approval under any Applicable Law to which any of the Company Companies or any of its Subsidiaries, Affiliates or any of their respective properties properties, contracts or assetsassets are subject, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienmaterial Encumbrance upon the Shares or the properties, pledge, security interest, charge or other encumbrance upon any of the properties contracts or assets of the Company Companies, or require any of its Subsidiaries notice, approval or consent under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of the Companies or its Subsidiaries Affiliates is a party, or by which the Company or Companies, any of its Subsidiaries their Affiliates or the Shareholder, or any of their respective properties or assets assets, may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

Authority; No Violation. (a) The Company Subject to the approval of this Agreement and the Agreement of Merger and the transactions contemplated hereby and thereby by the stockholders of SHS, SHS has full corporate power and authority to execute and deliver this Agreement and the Agreement of Merger and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Agreement of Merger and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly approved by the Board of Directors of SHS. Except for the Company. Subject to the requirements approval of applicable law, the Board SHS's stockholders of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company SHS are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the Agreement of Merger have been duly and validly executed and delivered by the Company SHS and (assuming the due authorization, execution and delivery by Parent and Sub) constitutes a constitute valid and binding obligation obligations of the CompanySHS, enforceable against the Company it in accordance with its and subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Except as set forth in Schedule 3.03 hereto, neither None of the execution and delivery of this Agreement and the Agreement of Merger by the CompanySHS, nor the consummation by the Company SHS of the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof, nor or compliance by the Company SHS with any of the terms or provisions hereofhereof or thereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Articles of Incorporation or other governing instrument or Bylaws of the CompanySHS or Spring Hill Bank, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof set forth below are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company SHS or any of its Subsidiaries, Spring Hill Bank or any of their respective properties or assets, or (yiii) except as disclosed in SHS Disclosure Schedule 2.03(b), violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company SHS or any of its Subsidiaries Spring Hill Bank under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company SHS or any of its Subsidiaries Spring Hill Bank is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause ii) and (yiii) above) for , such violations, conflicts, beaches or defaults which, either as individually or in the aggregate, aggregate will not have a Material Adverse Effect material adverse effect on the Companybusiness, operations, assets or financial condition of SHS and Spring Hill Bank taken as a whole and which will not prevent or delay the consummation of the transactions contemplated hereby. Except as set forth in SHS Disclosure Schedule 2.03(b) and for consents and approvals of or filings or registrations with or notices to the Securities and Exchange Commission ("Commission"), the Secretary of State of the Commonwealth of Pennsylvania, the Office of Thrift Supervision ("OTS") and the stockholders of SHS, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency, or non-governmental third party are required on behalf of SHS in connection with (a) the execution and delivery of this Agreement and the Agreement of Merger by SHS and (b) the consummation by SHS of the Merger and the other transactions contemplated hereby and by the Agreement of Merger.

Authority; No Violation. (a) The Company Each Seller has full corporate power and authority to execute and deliver this Agreement and the other documents required to be executed and delivered by such Seller in connection herewith and therewith (collectively, the “Seller Transaction Documents”) and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the other Seller Transaction Documents and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of the Company. Subject to the requirements of applicable laweach Seller, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are any Seller is necessary to approve this Agreement and the other Seller Transaction Documents and to consummate the transactions contemplated herebyhereby or thereby. This Agreement and each other Seller Transaction Document has been duly and validly executed and delivered by the Company each Seller and (assuming the due authorization, execution and delivery of this Agreement and each other Seller Transaction Document by Parent and Subthe other party or parties thereto) constitutes a constitute the valid and binding obligation obligations of the Companyeach Seller, enforceable against the Company each Seller in accordance with its their respective terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement or any other Seller Transaction Document by the Companyeach Seller, nor the consummation by the Company such Seller of the transactions contemplated herebyhereby or thereby to be performed by it, nor compliance by the Company such Seller with any of the terms or provisions hereofhereof or thereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate applicable governing documents of Incorporation such Seller, or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (xA) violate any statuteapplicable law with respect to such Seller, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, (B) result in the creation of any Encumbrance upon any of the Shares being sold hereunder by such Seller, or (yC) violate, conflict with, result in a breach of any provisions of provision of, or the loss of any benefit under, constitute a default (under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Seller is a party, or by which such Seller or any eventof its properties or assets may be bound or affected, whichexcept, with notice respect solely to clause (C) above, for such violations, conflicts, breaches or lapse defaults that would not, individually or in the aggregate, have a Material Adverse Effect. (c) Neither the execution and delivery of timethis Agreement or any other Seller Transaction Document by any Seller, nor the consummation by any Seller of the transactions contemplated hereby or thereby to be performed by it, nor compliance by any Seller with any of the terms or provisions hereof or thereof, will (i) violate any provision of the applicable governing documents of the Company, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byany Subsidiary, or (ii) (A) violate any applicable law with respect to the Company, any Subsidiary, or any of their respective properties or assets, (B) result in the creation of any lien, pledge, security interest, charge or other encumbrance Encumbrance upon any of the assets or properties or assets of the Company or any Subsidiary, or (C) violate, conflict with, result in a breach of its Subsidiaries under any of the termsprovision of, conditions or provisions of constitute a default under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Company, or any of its Subsidiaries Subsidiary is a party, or by which the Company Company, or any of its Subsidiaries Subsidiary or any of their respective properties or assets may be bound or affected, except (in the case of except, with respect solely to clause (yC) above) , for such violations, conflicts, beaches breaches or defaults whichthat would not, either individually or in the aggregate, will not have a Material Adverse Effect on the CompanyEffect.

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

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

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

Authority; No Violation. (a) The Company CBD Investor has full corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other agreement to be executed and delivered by it at the Closing and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance of this Agreement and each other agreement to be executed and delivered by each of the Company and CBD Investor, and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby, have been duly and validly authorized and approved by all necessary actions on the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting part of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no Person. No other corporate proceedings on the part of CBD Investor or the Company are necessary to approve or adopt this Agreement and or to consummate the transactions contemplated hereby. . (b) This Agreement has been duly and validly executed and delivered by the Company CBD Investor and (assuming the due authorization, execution and delivery by Parent and Subthe other parties hereto) constitutes a the valid and binding obligation of the CompanyCBD Investor, enforceable against the Company it in accordance with its termsterms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). Each other agreement to be executed and delivered by each of the Company and CBD Investor, when duly executed and delivered by such Person, will (assuming due authorization, execution and delivery by the other parties hereto) constitute the valid and binding obligation of such Person, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). (bc) Except as set forth in Schedule 3.03 heretoNeither the execution, neither the execution delivery and delivery performance of this Agreement by the Company, CBD Investor nor the consummation by the Company such party of the transactions contemplated hereby, nor compliance by the Company CBD Investor with any of the terms or provisions hereofof this Agreement, will will: (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation CBD Investor Governing Documents or Bylaws of the Company, Company LLC Agreement or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 3.4 are duly obtainedobtained and/or made, (xA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Order or injunction any Law applicable to CBD Investor, the Company or any of its Subsidiaries, or any of their respective properties or assets, Company Subsidiary or (yB) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of CBD Investor, the Company Company, or any of its Subsidiaries under Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which CBD Investor, the Company or any of its Subsidiaries Company Subsidiary is a party, or by which the Company it or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) ii), for such violations, conflictsbreaches, beaches defaults, terminations, rights of termination or defaults whichcancellation, either accelerations or Liens as would not, individually or in the aggregate, will not have a Material Adverse Effect on CBD Investor or the Company.

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

Authority; No Violation. (a) The Company Each of NA, NIG and the Shareholders has full power, corporate power or other, and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable lawall requisite action, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby andcorporate or other, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of NA, NIG and the Company Shareholders, and no other proceedings, corporate or other, on the part of NA and NIG (including without limitation any approval of the Shareholders) or the Shareholders are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by NA, NIG and the Company Shareholders and (assuming the due authorization, execution and delivery of this Agreement by Parent and SubBuyer) constitutes a valid and binding obligation of NA, NIG and the CompanyShareholders, enforceable against NA, NIG and the Company Shareholders in accordance with its terms. (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by NA, NIG or the CompanyShareholders, nor the consummation by NA, NIG or the Company Shareholders, as the case may be, of the transactions contemplated herebyhereby to be performed by them, nor compliance by NA, NIG or the Company Shareholders with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws By-laws of the CompanyNA or NIG, or (ii) except as set forth in Schedule 2.2(b), and assuming that the consents and approvals referred to in Section 3.04 4.2 hereof are duly obtained, (x) violate violate, conflict with or require any statutenotice, codefiling, ordinanceconsent or approval under any Applicable Law to which either of NA, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company NIG or any of its Subsidiaries, respective Affiliates or any of their respective properties properties, contracts or assetsassets are subject, or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination termination, cancellation or cancellation modification under, accelerate or result in a right of acceleration of the performance required by, or result in the creation of any lienEncumbrance upon the Acquired Assets or require any notice, pledge, security interest, charge approval or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries consent under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company NA, NIG or any of its Subsidiaries the Shareholders is a party, or by which NA or NIG, any of the Shareholders, or to the knowledge of the Company or any of its Subsidiaries or the Shareholders, any of their respective properties or assets assets, may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Company.

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

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

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

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

Authority; No Violation. (a) The Company Stockholder has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyhereby that the Stockholder is obligated to consummate. The execution and delivery by the Stockholder of this Agreement Agreement, the performance by the Company and the Stockholder of their respective obligations hereunder and the consummation by the Company and the Stockholder of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no do not require any corporate or other corporate proceedings action on the part of any Certificate Holder or other beneficial or record owner of capital stock of the Company or, if applicable, the trustees thereof, other than those which have been obtained prior to the date hereof and are necessary to approve this Agreement in full force and to consummate the transactions contemplated herebyeffect. This Agreement has been duly and validly executed and delivered by the Company Stockholder and (assuming the due authorization, execution and delivery by Parent and Merger Sub) constitutes a valid and binding obligation of the CompanyStockholder, enforceable against the Company Stockholder in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Stockholder nor the consummation by the Company Stockholder of the transactions contemplated herebyhereby that the Stockholder is obligated to consummate, nor compliance by the Company Stockholder with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation Voting Trust Agreement or Bylaws of the Company, Existing Stockholder Agreement or (ii) assuming that the consents consents, approvals and approvals filings referred to in Section 3.04 hereof 5.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company Stockholder or any of its Subsidiaries, or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under Stockholder, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Stockholder is a party, or by which the Company Stockholder or any of its Subsidiaries or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (y) above) for such violationsii), conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companyany material respect.

Authority; No Violation. (a) The Company has the full corporate power and authority to execute and deliver enter into this Agreement and each other agreement, document and instrument to consummate be executed or delivered it in connection with this Agreement and, subject to the adoption of this Agreement by the requisite approval of the stockholders of the Company, to carry out the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly and validly approved authorized by the Company's Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote approval of the Company's stockholders and the filing of the Certificate of Mergeras contemplated by Section 7.6 hereof, no other corporate proceedings on the part of the Company are necessary to approve authorize this Agreement and to consummate or the transactions contemplated herebyhereby or thereby. This Agreement has been duly constitutes, and validly when executed and delivered at the Closing, each other agreement, document and instrument to be executed or delivered by the Company and (assuming the due authorization"Company Documents") will constitute, execution and delivery by Parent and Sub) constitutes a the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms. (b) Except as set forth in indicated on Schedule 3.03 hereto4.4 of the Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement and the Company Documents and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or violate any provision of the Articles of Incorporation or bylaws of the Company, (ii) with or without the giving of notice or the passage of time, or both, result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or cause or permit acceleration or loss of rights under, any agreement or instrument or any debt or obligation to which the Company is a party or to or by which it or any of its assets is subject or bound, or result in the loss or adverse modification of any lease, license, franchise, or other authorization granted to or otherwise held by the Company, nor (iii) require the consent of any party to any agreement or commitment to which the Company is a party, or to or by which it is subject or bound, (iv) result in the creation or imposition of any lien, pledge, charge, security interest, restriction, claim, encumbrance, right of first refusal, preference or right of others of every kind and description (collectively, "Liens") upon any of the assets of the Company or the Shares, or (v) to the knowledge of any of the Major Shareholders, violate any law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which the Company is subject or bound. (c) Approval of the Merger by the stockholders of the Company will only require the affirmative vote of the holders of a majority of the outstanding Shares. Except for applicable requirements of the Securities Act, state securities or blue sky laws, and the filing and recordation of Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except (in the case of clause (y) above) for such violations, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on the Companythis Agreement.

Authority; No Violation. (a) The Company Subject to approval of this Agreement and the Agreement of Merger and the transactions contemplated hereby and thereby by the Stockholders of ESB, ESB has full corporate power and authority to execute and deliver this Agreement and the Agreement of Merger and to consummate the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the Agreement of Merger and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby have been duly and validly approved by the Board of Directors of ESB. Except for the Company. Subject to the requirements approval of applicable law, the Board ESB's stockholders of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company ESB are necessary to approve this Agreement and to consummate the transactions contemplated herebyso contemplated. This Agreement has and the Agreement of Merger have been duly and validly executed and delivered by the Company ESB and (assuming the due authorization, execution and delivery by Parent and Sub) constitutes a constitute valid and binding obligation obligations of the CompanyESB, enforceable against the Company it in accordance with its and subject to their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the appropriate court. (b) Except as set forth in Schedule 3.03 hereto, neither None of the execution and delivery of this Agreement and the Agreement of Merger by the CompanyESB, nor the consummation by the Company ESB of the transactions contemplated herebyhereby and thereby in accordance with the terms hereof and thereof, nor or compliance by the Company ESB with any of the terms or provisions hereofhereof or thereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate Articles of Incorporation or other governing instrument or Bylaws of ESB or any of the CompanyESB Subsidiaries, (ii) assuming that the consents and approvals referred to in Section 3.04 hereof set forth below are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company ESB or any of its Subsidiaries, the ESB Subsidiaries or any of their respective properties or assets, or (yiii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company ESB or any of its the ESB Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company ESB or any of its the ESB Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, except except, with respect to (in the case of clause ii) and (yiii) above) for , such violations, conflicts, beaches or defaults which, either as individually or in the aggregate, aggregate will not have a Material Adverse Effect Effect. Except for consents and approvals of or filings or registrations with or notices to the Commission, the Secretary of State of the Commonwealth of Pennsylvania, the Department, the FDIC, the Federal Reserve Board, the OTS, if required, and the stockholders of ESB, no consents or approvals of or filings or registrations with or notices to any federal, state, municipal or other governmental or regulatory commission, board, agency or non-governmental third party are required on behalf of ESB in connection with (a) the Companyexecution and delivery of this Agreement and the Agreement of Merger by ESB and (b) the consummation by ESB of the transactions contemplated hereby and by the Agreement of Merger.

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

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

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

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

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

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

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

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement Agreement, to issue and deliver the Shares and to perform its other obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement Agreement, the issuance and delivery of the Shares and the performance of the Company's other obligations hereunder and the consummation by the Company of the transactions contemplated by this Agreement hereby have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no No other corporate proceedings on the part of the Company are necessary under Delaware law to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubPurchaser) constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its termsterms except to the extent that (i) its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditor's rights generally and by general equitable principles and (ii) rights to indemnity or contribution contained herein may be limited by United States federal or state laws, regulations or public policy. (b) Except as The Shares, when issued and delivered by the Company pursuant to this Agreement, against payment of the consideration set forth in Schedule 3.03 heretoherein, neither will be validly issued, fully paid and non-assessable and the execution issuance of the Shares is not subject to preemptive or other similar rights of any securityholder of the Company. (c) The execution, delivery and delivery performance of this Agreement by the CompanyCompany do not, nor and the issuance and delivery of the Shares and the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, hereby will not (i) violate, conflict with or result in constitute a breach or violation of, or a default under, the certificate of any provision of the Certificate of Incorporation incorporation or Bylaws by-laws of the Company, (ii) assuming that constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, any rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the consents and approvals referred Company or to in Section 3.04 hereof are duly obtainedwhich the Company or its properties is subject or bound, or (xiii) violate require any statute, code, ordinanceconsent or approval under any such law, rule, regulation, judgment, decree, order, writ, decree governmental permit or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event, which, with notice or lapse of time, or both would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, leaseagreement, agreement indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affectedinstrument, except (in the case of clause (yii) aboveand (iii) above for such breaches, violations, conflictsdefaults, beaches Liens, accelerations, rights, consents or defaults whichapprovals as would not, either individually or in the aggregate, will not have be reasonably expected to result in a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole.

Authority; No Violation. (a) 4.3.1. The Company has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals, the approval of this Agreement by the Company’s shareholders and approval by the Company’s shareholders of termination of the Company Shareholders’ Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement hereby, including the Merger, have been duly and validly approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except for the adoption of this Agreement by the requisite vote of the Company's stockholders and the filing of the Certificate of Merger, no other corporate proceedings on the part of the Company are necessary to approve Company, except for the approval and adoption of this Agreement by the Company’s shareholders by the requisite vote and approval by the Company’s shareholders of termination of the Company Shareholders’ Agreement, and the approval and adoption of the Bank Merger Agreement by the Company as the sole shareholder of the Company Bank, is necessary to consummate the transactions contemplated hereby, including the Merger. This Agreement has been duly and validly executed and delivered by the Company Company, and (assuming the subject to due authorization, and valid execution and delivery of this Agreement by Parent and Sub) Parent, constitutes a the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. 4.3.2. Subject to receipt of Regulatory Approvals and the Company’s and Parent’s compliance with any conditions contained therein, and to the receipt of the requisite approvals of the shareholders of the Company, (ba) Except as set forth in Schedule 3.03 hereto, neither the execution and delivery of this Agreement by the Company, nor (b) the consummation by the Company of the transactions contemplated hereby, nor and (c) compliance by the Company with any of the terms or provisions hereof, hereof does not and will not (i) violate, conflict with or result in a breach of any provision of the Certificate articles of Incorporation incorporation, certificate of formation, limited liability company agreement, bylaws, or Bylaws other similar organizational or governing document of the Company, Company or any Company Subsidiary; (ii) assuming that the consents and approvals referred to in Section 3.04 hereof are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Company Subsidiary or any of their respective properties or assets, or ; (yiii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit underof, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) ), under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Company Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement agreement, commitment or other instrument or obligation to which the Company or any of its Subsidiaries them is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affected; 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 the Company or any Company Subsidiary. 4.3.3. The Company’s 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 the Company and its shareholders, that it will recommend that the Company’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, except (in for the case approvals of clause (y) above) for such violationsthis Agreement and the termination of the Company Shareholders’ Agreement by a vote of the holders of a majority of the outstanding shares of Company Common Stock, conflicts, beaches or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect no other proceedings on the Companypart of the Company are necessary to approve this Agreement or to consummate the transactions contemplated hereby.

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder, regulatory and other actions described below, to consummate the transactions contemplated hereby in accordance with the terms hereof and the Company Bank has the full corporate power and authority to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated herebythereby in accordance with the terms thereof. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Merger have been duly and validly approved by the Company Board of Directors. The Company Board of Directors has, by a unanimous vote of those present constituting a quorum, adopted resolutions as of the date of this Agreement, (x) approving this Agreement, (y) resolving to submit this Agreement to the shareholders of the Company. Subject , and (z) recommending to the requirements shareholders of applicable law, the Company that they vote at the Company Meeting to adopt this Agreement (the “Company Recommendation”). The Company Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders ’s shareholders for approval adoption at a meeting of such stockholders (the "Company Stockholder Meeting") shareholders and has voted adopted a resolution to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except foregoing effect. Except for the adoption of this Agreement by the requisite affirmative vote of the Company's stockholders holders of a majority of the outstanding shares of Company Common Stock (the “Requisite Company Vote”), and the filing adoption and approval of the Certificate Bank Merger Agreement by the Company as its sole shareholder, and receipt of Mergerall necessary regulatory approvals and waivers, no other corporate proceedings on the part of the Company or the Company Bank are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent and SubParent) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (except in all cases as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”)). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, including the Bank Merger, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Company Certificate of Incorporation or the Company Bylaws of the Company, or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 3.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets or (y) violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches or defaults which, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on the Company.

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

Authority; No Violation. (a) The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Mergers have been duly duly, validly and validly unanimously approved by the Board of Directors of the Company. Subject to the requirements of applicable law, the Board of Directors of the Company has directed that this Agreement and the transactions contemplated hereby be submitted to the Company's stockholders for approval at a meeting of such stockholders (the "Company Stockholder Meeting") and has voted to recommend to its stockholders that its stockholders approve and adopt this Agreement and the transactions contemplated thereby and, except Except for the adoption approval of this Agreement by the requisite vote sole stockholder of the Company's stockholders and the filing of the Certificate of MergerCompany contemplated by Section 7.17, no other corporate proceedings on the part of the Company are necessary to approve this Agreement and or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by Parent Parent, Merger Sub I and SubMerger Sub II) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its termsterms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). (b) Except as set forth in Schedule 3.03 hereto, neither Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyhereby (including the Mergers), nor compliance by the Company with any of the terms or provisions hereof, will (i) violate, conflict with or result in a breach of violate any provision of the Certificate of Incorporation or Bylaws Organizational Documents of the Company, Company or any Company Subsidiary or (ii) assuming that the consents and approvals referred to in Section 3.04 hereof 5.4 are duly obtained, (x) violate in any material respect any Law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, Company Subsidiary or any of their respective properties or assets, assets or (y) with or without consent, violate, conflict with, result in a breach of any provisions provision of or the loss of any benefit under, constitute a default (or any event, an event which, with notice or lapse of time, or both both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries Company Subsidiary is a party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be bound or affectedbound, except (in the case of clause (y) above) for such violations, conflicts, beaches breaches, losses of benefits, defaults, terminations or defaults whichrights of termination or cancellation, acceleration rights, or Liens that, either individually or in the aggregate, will would not reasonably be expected to have a Material Adverse Effect on the Company.

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