Common use of Authorization; No Defaults Clause in Contracts

Authorization; No Defaults. (a) All of the members of the Board of Directors of Citizens First entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First Common in favor of the Holding Company Merger. The Boards of Directors of Citizens First and CF Bank have, by all appropriate action, unanimously approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution of this Agreement and the applicable Plan of Merger on Citizens First's or CF Bank's behalf by their respective duly authorized officers and the performance by Citizens First and CF Bank of their respective obligations hereunder. Prior to the execution of this Agreement, the Board of Directors of Citizens First received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) is fair, from a financial point of view, to the holders of Citizens First Common (the "Citizens First Fairness Opinion"). Except as provided in the Citizens First Disclosure Schedule, nothing in the Articles of Incorporation or Bylaws of Citizens First, as amended, or the Articles of Incorporation or Bylaws of CF Bank, as amended, or in any material agreement or instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which Citizens First or CF Bank is bound or subject, would prohibit Citizens First or CF Bank from consummating, or would be violated or breached by Citizens First's or CF Bank's consummation of, this Agreement, the Holding Company Merger or the Bank Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Citizens First and CF Bank and constitutes a legal, valid and binding obligation of Citizens First and CF Bank, enforceable against Citizens First and CF Bank in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles. No corporate acts or proceedings, other than those already taken and the approval of the Holding Company Merger by the holders of a majority of the outstanding shares of Citizens First Common and the Bank Merger by Citizens First as sole shareholder of CF Bank, are required by law to be taken by Citizens First or CF Bank to authorize the execution, delivery and performance of this Agreement. (b) Except as set forth in Section 2.02 of the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank or the Trust is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Citizens First's, CF Bank's or the Trust's organizational documents, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it is a party or by which it or its property is bound. (c) Except as set forth in Section 2.02 of the Citizens First Disclosure Schedule, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other rights of others or other adverse interest upon any right, property or asset of Citizens First, CF Bank or the Trust; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which Citizens First, CF Bank or the Trust is subject or bound, the result of which would have a Material Adverse Effect (as defined below); or (iii) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within which, or the terms according to which, Citizens First, CF Bank or the Trust is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. For the purpose of this Agreement, a "Material Adverse Effect" means any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of Citizens First, CF Bank and the Trust taken as a whole, or GABC and German American taken as a whole, as applicable or (ii) would materially impair the ability of Citizens First or GABC, as applicable, to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks or their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with GAAP, (d) effects of any action taken with the prior written consent of the other party hereto, (e) changes in the general level of interest rates (including the impact on the securities portfolios of Citizens First and CF Bank, or GABC and German American, as applicable) or conditions or circumstances relating to or that affect either the United States economy, financial or securities markets or the banking industry, generally, (f) changes resulting from expenses (such as legal, accounting and investment bankers' fees) incurred in connection with this Agreement or the transactions contemplated herein, including without limitation payment of any amounts due to, or the provision of any benefits to, any directors, officers or employees under agreements, plans or other arrangements in existence of or contemplated by this Agreement and disclosed to GABC, (g) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Citizens First, CF Bank and the Trust, or GABC and German American, as applicable and (h) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices; provided that in no event shall a change in the trading price of the GABC Common Stock, by itself, be considered to constitute a Material Adverse Effect on GABC (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying such decline has resulted in a Material Adverse Effect). (d) Other than the filing of Articles of Merger with the Indiana Secretary of State and the Kentucky Secretary of State for the Mergers and in connection or in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder and rules of NASDAQ, no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement. (e) Other than those filings, authorizations, consents and approvals referenced in Section 2.02(d) above and except as set forth in the Citizens First Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement, except for such authorizations, exemptions, consents or approvals, the failure of which to obtain, would not be reasonably likely to result in a Material Adverse Effect.

Authorization; No Defaults. (a) All of the members of the Board of Directors of Citizens First entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First Common in favor of the Holding Company Merger. The Boards of Directors of Citizens First and CF Bank have, by all appropriate action, unanimously approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution of this Agreement and the applicable Plan of Merger on Citizens First's or CF Bank's behalf by their respective duly authorized officers and the performance by Citizens First and CF Bank of their respective obligations hereunder. Prior to the execution of this Agreement, the Board of Directors of Citizens First received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & and ▇▇▇▇▇▇▇ Bank has each, Inc. by all appropriate action, approved this Agreement and the Bank Merger and has authorized the execution of this Agreement on its behalf by its duly authorized officers and the performance, respectively, by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank of its obligations hereunder. ("KBW"b) to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) is fair, from a financial point of view, to the holders of Citizens First Common (the "Citizens First Fairness Opinion"). Except as provided in the Citizens First Disclosure Schedule, nothing Nothing in the Articles of Incorporation or Bylaws of Citizens First, as amended, ▇▇▇▇▇▇▇ or the Articles of Incorporation or Bylaws of CF ▇▇▇▇▇▇▇ Bank, as amended, or in any material agreement or agreement, instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which Citizens First ▇▇▇▇▇▇▇ or CF ▇▇▇▇▇▇▇ Bank is bound or subject, would prohibit Citizens First either ▇▇▇▇▇▇▇ or CF ▇▇▇▇▇▇▇ Bank from entering into and consummating, or would be violated or breached by Citizens First's ▇▇▇▇▇▇▇'▇ or CF ▇▇▇▇▇▇▇ Bank's consummation of, this Agreement, Agreement and the Holding Company Merger or the Bank Merger and other transactions contemplated herein and the Mergers on the terms and conditions herein contained. . (c) This Agreement has been duly and validly executed and delivered by Citizens First ▇▇▇▇▇▇▇ and CF ▇▇▇▇▇▇▇ Bank and constitutes a legal, valid and binding obligation of Citizens First ▇▇▇▇▇▇▇ and CF ▇▇▇▇▇▇▇ Bank, enforceable against Citizens First ▇▇▇▇▇▇▇ and CF ▇▇▇▇▇▇▇ Bank in accordance with its terms, and, except for the approval by ▇▇▇▇▇▇▇, as enforceability may be limited by applicable bankruptcy, insolvency, reorganizationthe sole shareholder of ▇▇▇▇▇▇▇ Bank, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles. No ▇▇▇▇▇▇▇'▇ shareholders, no other corporate acts or proceedings, other than those already taken and the approval of the Holding Company Merger by the holders of a majority of the outstanding shares of Citizens First Common and the Bank Merger by Citizens First as sole shareholder of CF Bank, proceedings are required by law to be taken by Citizens First ▇▇▇▇▇▇▇ or CF ▇▇▇▇▇▇▇ Bank to authorize the execution, delivery and performance of this Agreement. (bd) Except as set forth in Section 2.02 of the Citizens First Disclosure Schedule▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Bank is not, neither Citizens First nor CF Bank or the Trust is, nor and will not be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Citizens First's, CF ▇▇▇▇▇▇▇'▇ or ▇▇▇▇▇▇▇ Bank's Articles of Incorporation or the Trust's organizational documentsBylaws, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Bank is a party or by which it ▇▇▇▇▇▇▇ or its ▇▇▇▇▇▇▇ Bank or their property is bound. (ce) Except as set forth in Section 2.02 for the requisite approvals of and filings with the Board of Governors of the Citizens First Disclosure Schedule, neither Federal Reserve System and its delegates (the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other rights of others or other adverse interest upon any right, property or asset of Citizens First, CF Bank or the Trust; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which Citizens First, CF Bank or the Trust is subject or bound"FRB"), the result of which would have a Material Adverse Effect Federal Deposit Insurance Corporation (as defined below"FDIC"); or (iii) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within whichOhio Division of Financial Institutions ("ODFI"), or the terms according to which, Citizens First, CF Bank or the Trust is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. For the purpose of this Agreement, a "Material Adverse Effect" means any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of Citizens First, CF Bank and the Trust taken as a whole, or GABC and German American taken as a whole, as applicable or (ii) would materially impair the ability of Citizens First or GABC, as applicable, to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks or their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with GAAP, (d) effects of any action taken with the prior written consent of the other party hereto, (e) changes in the general level of interest rates (including the impact on the securities portfolios of Citizens First and CF Bank, or GABC and German American, as applicable) or conditions or circumstances relating to or that affect either the United States economy, financial or securities markets or the banking industry, generally, (f) changes resulting from expenses (such as legal, accounting and investment bankers' fees) incurred in connection with this Agreement or the transactions contemplated herein, including without limitation payment of any amounts due to, or the provision of any benefits to, any directors, officers or employees under agreements, plans or other arrangements in existence of or contemplated by this Agreement and disclosed to GABC, (g) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Citizens First, CF Bank and the Trust, or GABC and German American, as applicable and (h) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices; provided that in no event shall a change in the trading price of the GABC Common Stock, by itself, be considered to constitute a Material Adverse Effect on GABC (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying such decline has resulted in a Material Adverse Effect). (d) Other than the filing of Articles of Merger with the Indiana Department of Financial Institutions ("IDFI"), the Ohio Secretary of State and the Kentucky Indiana Secretary of State for the Mergers and in connection or in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder and rules of NASDAQState, no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body federal or state regulatory authority is necessary for the execution and delivery of this Agreement or the consummation by Citizens First or CF Bank of the transactions contemplated Mergers by this Agreement▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank. (e) Other than those filings, authorizations, consents and approvals referenced in Section 2.02(d) above and except as set forth in the Citizens First Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement, except for such authorizations, exemptions, consents or approvals, the failure of which to obtain, would not be reasonably likely to result in a Material Adverse Effect.

Authorization; No Defaults. (a) All of the members of the Board of Directors of Citizens First HLAN and certain officers of HLAN and Heartland entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First HLAN Common in favor of the Holding Company MergerMerger (the “HLAN Voting Agreement”). The Boards of Directors of Citizens First HLAN and CF Bank Heartland and the sole shareholder of Heartland have, by all appropriate action, unanimously approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution of this Agreement and the applicable Plan of Merger on Citizens First's HLAN’s or CF Bank's Heartland’s behalf by their respective duly authorized officers and the performance by Citizens First HLAN and CF Bank Heartland of their respective obligations hereunder. Prior to the execution of this Agreement, the Board of Directors of Citizens First HLAN received an opinion (which, if initially rendered verbally, has been or will be confirmed by in a written opinion, dated the same date) of ▇▇▇▇▇, ▇▇R▇▇▇▇▇▇ & J▇▇▇▇▇▇ & Associates, Inc. ("KBW") to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) Exchange Ratio is fair, from a financial point of view, to the holders of Citizens First HLAN Common (the "Citizens First “HLAN Fairness Opinion"”). Except as provided in Section 2.02(a) of the Citizens First HLAN Disclosure Schedule, nothing in (i) the Articles of Incorporation or Bylaws Code of Citizens FirstRegulations of HLAN, as amended, or the Articles of Incorporation or Bylaws Code of CF BankRegulations of Heartland, as amended, or in (ii) any material agreement or instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which Citizens First HLAN or CF Bank Heartland is bound or subject, would prohibit Citizens First HLAN or CF Bank Heartland from consummating, or would be violated or breached by Citizens First's HLAN’s or CF Bank's Heartland’s consummation of, this Agreement, the Holding Company Merger or the Bank Merger and other transactions contemplated herein on the terms and conditions herein contained, except, in the case of clause (ii) above, for such violations or breaches that would not result in a Material Adverse Effect (as defined below) on HLAN. This Agreement has been duly and validly executed and delivered by Citizens First HLAN and CF Bank Heartland and constitutes a legal, valid and binding obligation of Citizens First HLAN and CF BankHeartland, enforceable against Citizens First HLAN and CF Bank Heartland in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' ’ rights or by general equity principles. No corporate acts or proceedings, other than those already taken and the approval of the Holding Company Merger by the holders of a majority two-thirds of the outstanding shares of Citizens First HLAN Common and the Bank Merger by Citizens First HLAN as sole shareholder of CF BankHeartland, are required by law to be taken by Citizens First HLAN or CF Bank Heartland to authorize the execution, delivery and performance of this Agreement. (b) Except as set forth in Section 2.02 2.02(b) of the Citizens First HLAN Disclosure Schedule, neither Citizens First nor CF Bank none of HLAN or the Trust isHLAN Subsidiaries are, nor will they be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Citizens First's, CF Bank's HLAN’s or the Trust's HLAN Subsidiaries’ organizational documents, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it is a party or by which it or its property is bound. (c) Except as set forth in Section 2.02 2.02(c) of the Citizens First HLAN Disclosure Schedule, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other rights of others or other adverse interest upon any right, property or asset of Citizens First, CF Bank HLAN or the TrustHLAN Subsidiaries; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which Citizens First, CF Bank HLAN or the Trust HLAN Subsidiaries is subject or bound, the result of which would have a Material Adverse Effect (as defined below)) on HLAN; or (iii) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within which, or the terms according to which, Citizens First, CF Bank HLAN or the Trust HLAN Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. For the purpose of this Agreement, a "“Material Adverse Effect" means ” means, with respect to HLAN or GABC, as the case may be, any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of Citizens First, CF Bank HLAN and the Trust HLAN Subsidiaries taken as a whole, or GABC and German American GABC Subsidiaries taken as a whole, as applicable or (ii) would materially impair the ability of Citizens First HLAN or GABC, as applicable, to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws laws, rules or regulations (including Pandemic Measures) of general applicability to banks or their holding companies or interpretations thereof by courts or governmental authorities, including changes relating to consumer protection and other compliance requirements, such as fair lending and Bank Secrecy Act/anti money laundering requirements, and regulatory enforcement thereof, (b) changes in GAAP United States generally accepted accounting principles (“GAAP”) or regulatory accounting requirements applicable to banks or their holding companies generallygenerally or changes in tax policies, rules or regulations, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with GAAP, (d) effects of any action actions expressly required by this Agreement or that are taken with the prior written consent of the other party heretohereto in contemplation of the transactions contemplated hereby, (e) changes in the general level of interest rates (including the impact on the securities or loan portfolios of Citizens First HLAN and CF BankHeartland, or GABC and German American, as applicable) or conditions or circumstances relating to or that affect either the United States economy, financial or securities markets (including equity, credit and debt markets) or the banking industry, generallygenerally (including any such changes arising out of a Pandemic or any Pandemic Measures), (f) changes resulting from expenses (such as legal, accounting and investment bankers' ’ fees) incurred in connection with this Agreement or the transactions contemplated herein, including without limitation payment of any amounts due to, or the provision of any benefits to, any directors, officers or employees under agreements, plans or other arrangements in existence of or contemplated by this Agreement and disclosed to GABC, (g) the impact of the announcement or consummation of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Citizens First, CF Bank HLAN and the TrustHLAN Subsidiaries, or GABC and German American, as applicable and applicable, (h) hurricanes, earthquakes, tornados, floods or other natural disasters or any outbreak of any disease or other public health event (including a Pandemic) and (i) changes in global, national or regional political conditions (including the occurrence or escalation of any war or military or terrorist attack within the United States or any of its possessions or officesattack); provided that in no event shall a change in the trading price of the GABC Common Stockor HLAN Common, as applicable, by itself, be considered to constitute a Material Adverse Effect on GABC (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying such decline has resulted in a Material Adverse Effect). (d) Other than the filing of Articles of Merger with the Indiana Secretary of State and the Kentucky Secretary of State for the Mergers and . As used in connection or in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder and rules of NASDAQ, no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement. (e) Other than those filings, authorizations, consents and approvals referenced in Section 2.02(d) above and except as set forth in the Citizens First Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement, except the word “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or COVID-19, or any evolutions or mutations thereof, or any other viruses (including influenza), and the governmental and other responses thereto; the term “Pandemic Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or other laws, directives, policies, guidelines or recommendations promulgated by any Governmental Authority, including the Centers for such authorizationsDisease Control and Prevention and the World Health Organization, exemptionsin each case, consents in connection with or approvals, the failure of which in response to obtain, would not be reasonably likely to result in a Material Adverse EffectPandemic.

Authorization; No Defaults. (a) All of the members of the Board of Directors of Citizens First entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First Common in favor of the Holding Company Merger. The Boards of Directors of Citizens First ------------ -------------------------- Peoples and CF Peoples Bank havehave each, by all appropriate action, unanimously approved this Agreement Agreement, the applicable Plan of Merger and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, thereby and have authorized the execution of this Agreement and the applicable Plan of Merger on Citizens First's or CF Bank's their behalf by their respective duly authorized officers and the performance by Citizens First Peoples and CF Peoples Bank of their respective its obligations hereunder. Prior to the execution of this Agreement, the Board of Directors of Citizens First received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) is fair, from a financial point of view, to the holders of Citizens First Common (the "Citizens First Fairness Opinion"). Except as provided in the Citizens First Disclosure Schedule, nothing Nothing in the Articles of Incorporation or Bylaws of Citizens FirstPeoples, as amended, or the Articles of Incorporation Association or Bylaws of CF Peoples Bank, as amended, or in any material agreement or instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which Citizens First Peoples or CF Peoples Bank is bound or subject, would prohibit Citizens First Peoples or CF Peoples Bank from consummating, or would be violated or breached by Citizens FirstPeoples's or CF Peoples Bank's consummation of, this Agreement, Agreement and the Holding Company Merger or the Bank Merger Mergers and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Citizens First Peoples and CF Peoples Bank and constitutes a legal, valid and binding obligation of Citizens First Peoples and CF Peoples Bank, enforceable against Citizens First Peoples and CF Peoples Bank in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights or by general equity principles. No corporate acts or proceedings, other than those already taken and the approval of the Holding Company Merger by the holders of a majority of the outstanding shares of Citizens First Common and the Neither Peoples nor Peoples Bank Merger by Citizens First as sole shareholder of CF Bank, are required by law to be taken by Citizens First or CF Bank to authorize the execution, delivery and performance of this Agreement. (b) Except as set forth in Section 2.02 of the Citizens First Disclosure Schedule, neither Citizens First nor CF Bank or the Trust is, nor will be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Citizens First's, CF Bank's its articles of incorporation or the Trust's organizational documentsbylaws, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it is a party or by which it or its property is bound. (c) Except as set forth in Section 2.02 of the Citizens First Disclosure Schedule, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other rights of others or other adverse interest upon any right, property or asset of Citizens First, CF Bank or the Trust; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which Citizens First, CF Bank or the Trust is subject or bound, the result of which would have a Material Adverse Effect (as defined below); or (iii) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within which, or the terms according to which, Citizens First, CF Bank or the Trust is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. For the purpose of this Agreement, a "Material Adverse Effect" means any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of Citizens First, CF Bank and the Trust taken as a whole, or GABC and German American taken as a whole, as applicable or (ii) would materially impair the ability of Citizens First or GABC, as applicable, to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws of general applicability to banks or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks or their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with GAAP, (d) effects of any action taken with the prior written consent of the other party hereto, (e) changes in the general level of interest rates (including the impact on the securities portfolios of Citizens First and CF Bank, or GABC and German American, as applicable) or conditions or circumstances relating to or that affect either the United States economy, financial or securities markets or the banking industry, generally, (f) changes resulting from expenses (such as legal, accounting and investment bankers' fees) incurred in connection with this Agreement or the transactions contemplated herein, including without limitation payment of any amounts due to, or the provision of any benefits to, any directors, officers or employees under agreements, plans or other arrangements in existence of or contemplated by this Agreement and disclosed to GABC, (g) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Citizens First, CF Bank and the Trust, or GABC and German American, as applicable and (h) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices; provided that in no event shall a change in the trading price of the GABC Common Stock, by itself, be considered to constitute a Material Adverse Effect on GABC (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying such decline has resulted in a Material Adverse Effect). (d) Other than the filing of Articles of Merger with the Indiana Secretary of State and the Kentucky Secretary of State for the Mergers and in connection or in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder and rules of NASDAQ, no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement. (e) Other than those filings, authorizations, consents and approvals referenced in Section 2.02(d) above and except as set forth in the Citizens First Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement, except for such authorizations, exemptions, consents or approvals, the failure of which to obtain, would not be reasonably likely to result in a Material Adverse Effect.

Authorization; No Defaults. (a) All of the members of the Board of Directors of Citizens First CUB and certain shareholders of CUB entered into a Voting Agreement, dated as of the date of this Agreement, pursuant to which they agreed to vote their shares of Citizens First CUB Common in favor of the Holding Company MergerMerger (the “Voting Agreement”). The Boards of Directors of CUB and Citizens First and CF Bank Union have, by all appropriate action, unanimously approved this Agreement and the Holding Company Merger or Bank Merger, as applicable and contemplated hereby, and have authorized the execution of this Agreement and the applicable Plan of Merger on CUB’s or Citizens First's or CF Bank's Union’s behalf by their respective duly authorized officers and the performance by CUB and Citizens First and CF Bank Union of their respective obligations hereunder. Prior to the execution of this Agreement, the Board of Directors of Citizens First CUB received an opinion (which, if initially rendered verbally, has been or will be confirmed by a written opinion, dated the same date) of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. ("KBW") ProBank Austin to the effect that, as of the date of such opinion, and based upon and subject to the factors, assumptions, and limitations set forth therein, the Merger Consideration (other than the 401(k) Cash Payment) is fair, from a financial point of view, to the holders of Citizens First CUB Common (the "Citizens First “CUB Fairness Opinion"”). Except as provided in Section 2.02(a) of the Citizens First CUB Disclosure Schedule, nothing in the Articles of Incorporation or Bylaws of Citizens FirstCUB, as amended, or the Articles of Incorporation or Bylaws of CF BankCitizens Union, as amended, or in any material agreement or instrument, or any decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which CUB or Citizens First or CF Bank Union is bound or subject, would prohibit CUB or Citizens First or CF Bank Union from consummating, or would be violated or breached by CUB’s or Citizens First's or CF Bank's Union’s consummation of, this Agreement, the Holding Company Merger or the Bank Merger and other transactions contemplated herein on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by CUB and Citizens First and CF Bank Union and constitutes a legal, valid and binding obligation of CUB and Citizens First and CF BankUnion, enforceable against CUB and Citizens First and CF Bank Union in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' ’ rights or by general equity principles. No corporate acts or proceedings, other than those already taken and the approval of the Holding Company Merger by the holders of a majority of the outstanding shares of Citizens First CUB Common and the Bank Merger by Citizens First CUB as sole shareholder of CF BankCitizens Union, are required by law to be taken by CUB or Citizens First or CF Bank Union to authorize the execution, delivery and performance of this Agreement. (b) Except as set forth in Section 2.02 2.02(b) of the Citizens First CUB Disclosure Schedule, neither Citizens First nor CF Bank none of CUB, the Subsidiaries or the Trust isTrusts are, nor will they be by reason of the consummation of the transactions contemplated herein, in material default under or in material violation of any provision of, nor will the consummation of the transactions contemplated herein afford any party a right to accelerate any indebtedness under, Citizens First'sCUB’s, CF Bank's the Subsidiaries’ or the Trust's Trusts’ organizational documents, any material promissory note, indenture or other evidence of indebtedness or security therefor, or any material lease, contract, or other commitment or agreement to which it is a party or by which it or its property is bound. (c) Except as set forth in Section 2.02 2.02(c) of the Citizens First CUB Disclosure Schedule, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, does or will (i) result in the creation of, or give any person, corporation or entity the right to create, any lien, charge, encumbrance, security interest, or any other rights of others or other adverse interest upon any right, property or asset of Citizens FirstCUB, CF Bank the Subsidiaries or the TrustTrusts; (ii) terminate, or give any person, corporation or entity the right to terminate, amend, abandon, or refuse to perform, any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment to which Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts is subject or bound, the result of which would have a Material Adverse Effect (as defined below); or (iii) accelerate or modify, or give any party thereto the right to accelerate or modify, the time within which, or the terms according to which, Citizens FirstCUB, CF Bank the Subsidiaries or the Trust Trusts is to perform any duties or obligations or receive any rights or benefits under any note, bond, indenture, loan, mortgage, security agreement, contract, arrangement or commitment. For the purpose of this Agreement, a "“Material Adverse Effect" ” means any effect, circumstance, occurrence or change that (i) is material and adverse to the financial position, results of operations or business of Citizens FirstCUB, CF Bank the Subsidiaries and the Trust Trusts taken as a whole, or GABC and German American taken as a whole, as applicable or (ii) would materially impair the ability of Citizens First CUB or GABC, as applicable, to perform its obligations under this Agreement; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (a) changes in banking and similar laws (including the Pandemic Measures) of general applicability to banks or their holding companies or interpretations thereof by courts or governmental authorities, (b) changes in GAAP or regulatory accounting requirements applicable to banks or their holding companies generally, (c) any modifications or changes to valuation policies and practices in connection with the Mergers or restructuring charges taken in connection with the Mergers, in each case in accordance with GAAP, (d) effects of any action taken with the prior written consent of the other party hereto, (e) changes in the general level of interest rates (including the impact on the securities portfolios of CUB and Citizens First and CF BankUnion, or GABC and German American, as applicable) or conditions or circumstances relating to or that affect either the United States economy, financial or securities markets or the banking industry, generallygenerally and, in each case, do not specifically relate to the party or its Subsidiaries (including any such changes, conditions or circumstances arising out of the Pandemic or any Pandemic Measures), (f) changes resulting from expenses (such as legal, accounting and investment bankers' ’ fees) incurred in connection with this Agreement or the transactions contemplated herein, including without limitation payment of any amounts due to, or the provision of any benefits to, any directors, officers or employees under agreements, plans or other arrangements in existence of or contemplated by this Agreement and disclosed to GABC, (g) the impact of the announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial condition or results of operations of Citizens FirstCUB, CF Bank the Subsidiaries and the TrustTrusts, or GABC and German American, as applicable and applicable, (h) the occurrence of any military or terrorist attack within the United States or any of its possessions or offices, and (i) changes, after the date hereof, resulting from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health event (including the Pandemic); provided that in no event shall a change in the trading price of the GABC Common Stock, by itself, be considered to constitute a Material Adverse Effect on GABC (it being understood that the foregoing proviso shall not prevent or otherwise affect a determination that any effect underlying such decline has resulted in a Material Adverse Effect). (d) Other than the filing of Articles of Merger with the Indiana Secretary of State and the Kentucky Secretary of State for the Mergers and . As used in connection or in compliance with the banking regulatory approvals contemplated by Section 5.01, federal and state securities laws and the rules and regulations promulgated thereunder and rules of NASDAQ, no notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement. (e) Other than those filings, authorizations, consents and approvals referenced in Section 2.02(d) above and except as set forth in the Citizens First Disclosure Schedule, no notice to, filing with, authorization of, exemption by, or consent or approval of, any third party is necessary for the consummation by Citizens First or CF Bank of the transactions contemplated by this Agreement, except the term “Pandemic” means any outbreaks, epidemics or pandemics relating to SARS-CoV-2 or COVID-19, or any evolutions, variations or mutations thereof, or any other viruses (including influenza), and the governmental and other responses thereto; and the term “Pandemic Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, reduced capacity, social distancing, shut down, closure, sequester or other directives, guidelines, executive orders, mandates or recommendations promulgated by any Governmental Authority, including the Centers for such authorizationsDisease Control and Prevention and the World Health Organization, exemptionsin each case, consents in connection with or approvals, in response to the failure of which to obtain, would not be reasonably likely to result in a Material Adverse EffectPandemic.