Common use of Bank Merger Clause in Contracts

Bank Merger. Immediately following the Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), will merge (the “Bank Merger”) with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB Bank, shall approve the Bank Merger Agreement; and the Company shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause DNB Bank, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective Time, DNB First, National AssociationPark Sterling Bank, a national banking association North Carolina-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“DNB Park Sterling Bank”), will merge (the “Bank Merger”) with and into S&T South State Bank, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Park Sterling Bank shall cease. The parties agree that that, subject to the receipt of Regulatory Approvals, the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with and reasonably acceptable to the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Park Sterling Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB Park Sterling Bank, shall approve the Bank Merger Agreement; and the Company shall cause DNB Park Sterling Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause DNB Park Sterling Bank, and Parent shall cause Parent Bank, to execute such certificates or statements articles of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective Time, DNB First, National AssociationFirst Federal Bank, a national South Carolina banking association corporation and a direct, wholly owned Subsidiary subsidiary of the Company (“DNB BankFirst Federal”), will merge (the “Bank Merger”) with and into S&T BankSCBT, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Bank First Federal shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause DNB Bank First Federal to approve the Bank Merger AgreementSubsidiary Plan of Merger; the Company, as the sole shareholder of DNB BankFirst Federal, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and the Company shall cause DNB Bank the Subsidiary Plan of Merger to be duly execute executed by First Federal and deliver delivered to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger AgreementSubsidiary Plan of Merger; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Effective Time, the Company shall cause DNB BankFirst Federal, and Parent shall cause Parent Bank, to execute such certificates or statements articles of merger and any such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following the Effective Time, DNB First, National AssociationGeorgia Bank & Trust Company of Augusta, a national banking association Georgia-chartered commercial bank and a direct, wholly owned Subsidiary of the Company (“DNB BankGeorgia Bank & Trust”), will merge (the “Bank Merger”) with and into S&T South State Bank, a Pennsylvania South Carolina banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Georgia Bank & Trust shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause DNB the board of directors of Georgia Bank & Trust to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB BankGeorgia Bank & Trust, shall approve the Bank Merger Agreement; and the Company shall cause DNB Georgia Bank & Trust to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause the board of directors of Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the Company shall cause DNB BankGeorgia Bank & Trust, and Parent shall cause Parent Bank, to execute such certificates or statements articles of merger and any other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective Time.

Bank Merger. Immediately following Following the Effective TimeMerger, DNB First, National AssociationBlue Foundry Bank (“Company Bank”), a national banking association New Jersey-chartered stock savings bank and a direct, wholly owned Subsidiary of the Company (“DNB Bank”)Company, will merge (the “Bank Merger”) with and into S&T ▇▇▇▇▇▇ Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent N.A. (“Parent Bank”), a national banking association and a wholly owned Subsidiary of Parent. Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Company Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement Parent and plan of merger, in a form to be specified by Parent in consultation with the Company shall cause Parent Bank and Company Bank, respectively, to enter into a merger agreement in substantially the form set forth in Exhibit B hereto (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB Bank, shall approve the Bank Merger Agreement; and the Company shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, and the Company, as the sole shareholder of Company Bank, shall each approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company adopt the Bank Merger Agreement. Prior to the Effective Time, the The Company shall cause DNB Company Bank, and Parent shall cause Parent Bank, to execute such articles or certificates or statements of merger and any such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger CertificatesArticles”) immediately after following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law. It is intended that the Bank Merger qualify as a “reorganization” under Section 368(a) of the Code, and that the Bank Merger Agreement constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. If requested in writing by Parent at least ten (10) days prior to the Closing, the Company shall, and shall cause Company Bank to, take all action to cause such directors of Company Bank as requested by Parent Bank to resign from such positions, effective as of (and contingent upon) the Closing.

Bank Merger. Immediately following the Effective TimeHoldco Merger (or, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of if Parent elects not to consummate the Company (“DNB Bank”Holdco Merger pursuant to Section 6.11(b), immediately following the Merger), Parent Bank will merge (the “Bank Merger”) with and into S&T Company Bank. Subject to Section 6.11(b), a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Company Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Parent Bank shall cease. The parties agree that the Bank Merger shall become effective immediately following the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Effective Time. The date of this Agreement, Parent Bank Merger and Company Bank shall be implemented pursuant to an enter into the agreement and plan of merger, merger in a the form to be specified by Parent in consultation with the Company attached hereto as Exhibit A (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: ) and (xi) the Company shall cause DNB Bank to approve the Bank Merger Agreement; the CompanyAgreement to be duly authorized, as the sole shareholder of DNB Bank, shall approve the executed and delivered by Company Bank Merger Agreement; and the Company shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (yii) Parent shall cause Parent Bank to approve the Bank Merger Agreement; ParentAgreement to be duly authorized, as the sole shareholder of executed and delivered by Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior to the Effective Time, the The Company shall cause DNB Company Bank, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately following the Holdco Merger (or, if Parent elects not to consummate the Holdco Merger pursuant to Section 6.11(b), immediately following the Merger). Within thirty (30) days after the Effective Timedate hereof, (i) the Company, in its capacity as sole stockholder of Company Bank, shall approve the Bank Merger Agreement and the Bank Merger and (ii) Owner, in its capacity as sole stockholder of Parent Bank, shall approve the Bank Merger Agreement and the Bank Merger.

Bank Merger. Immediately following Following the Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), Seller Bank will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of DNB Seller Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after at such time following the Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, merger in a customary form to be specified by Parent in consultation with the Company Purchaser and approved by Seller (the “Bank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for the Bank MergerEffective Time, the parties hereto (a) (i) Seller shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Seller Bank to approve the Bank Merger Agreement; the Company, (ii) Seller, as the sole shareholder of DNB Seller Bank, shall approve the Bank Merger Agreement; , and the Company (iii) Seller shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Seller Bank and delivered to Purchaser, (yb) Parent (i) Purchaser shall cause Parent the Purchaser Bank to approve the Bank Merger Agreement; Parent, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole shareholder of Parent the Purchaser Bank, shall to approve the Bank Merger Agreement; , and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior Agreement to the Effective TimeSeller, the Company and (c) Seller shall cause DNB Seller Bank, and Parent Purchaser shall cause Parent the Purchaser Bank, to execute such certificates or statements articles of merger and any such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective TimeMerger.

Bank Merger. Immediately On the Closing Date and immediately following the Effective TimeMerger, DNB First, National AssociationSterling Savings Bank, a national banking association Washington state-chartered bank and a direct, wholly wholly-owned Subsidiary of the Company (“DNB Bank”)Sterling, will merge (the “"Bank Merger”") with and into S&T Umpqua Bank, a Pennsylvania banking corporation an Oregon state-chartered bank and a direct, wholly wholly-owned Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Umpqua Bank, and, following the Bank Merger, the separate corporate existence of DNB Sterling Savings Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company Umpqua and reasonably acceptable to Sterling (the “"Bank Merger Agreement”"). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Sterling shall cause DNB Sterling Savings Bank to approve adopt the Bank Merger Agreement; the Company, Sterling, as the sole shareholder of DNB Sterling Savings Bank, shall approve the Bank Merger Agreement; , and the Company Sterling shall cause DNB the Bank Merger Agreement to be duly executed by Sterling Savings Bank and delivered to Umpqua Bank and (ii) Umpqua shall cause Umpqua Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Umpqua, as the sole shareholder of Parent Umpqua Bank, shall approve the Bank Merger Agreement; Agreement and Parent Umpqua shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Umpqua Bank and delivered to Sterling Savings Bank. Prior to the Effective Time, the Company Sterling shall cause DNB Sterling Savings Bank, and Parent Umpqua shall cause Parent Umpqua Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Umpqua and Sterling) as are necessary to make the Bank Merger effective (“"Bank Merger Certificates”") immediately after following the Effective Time.

Bank Merger. Immediately Promptly following the Effective TimeMerger, DNB First, FineMark National AssociationBank & Trust (“Company Bank”), a national banking association nationally-chartered commercial bank and trust company and a direct, wholly owned Subsidiary of the Company (“DNB Bank”)Company, will merge (the “Bank Merger”) with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent Commerce Bank (“Parent Bank”), a Missouri state-chartered trust company and a wholly owned Subsidiary of Parent Sub. Parent Bank shall be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Company Bank shall cease. The parties agree that the Bank Merger shall become effective immediately Promptly after the Effective Time. The execution of this Agreement, Parent and the Company shall cause Parent Bank Merger shall be implemented pursuant and Company Bank, respectively, to enter into an agreement and plan of merger, merger in a substantially the form to be specified by Parent set forth in consultation with the Company Exhibit B hereto (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Bank to approve the Bank Merger Agreement; the Company, as the sole shareholder of DNB Bank, shall approve the Bank Merger Agreement; and the Company shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; ParentSub, as the sole shareholder of Parent Bank, and the Company, as the sole shareholder of Company Bank, shall each approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company adopt the Bank Merger Agreement. Prior to the Effective Time, the The Company shall cause DNB Company Bank, and Parent shall cause Parent Bank, to execute such articles or certificates or statements of merger and any such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger CertificatesArticles”) immediately after promptly following the Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable law, or at such other time as shall be provided by applicable law (such time when the Bank Merger becomes effective, the “Bank Merger Effective Time”). It is intended that the Bank Merger qualify as a “reorganization” under Section 368(a) of the Code, and that the Bank Merger Agreement constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code. As provided in the Bank Merger Agreement, the Bank Merger may be abandoned at the election of Parent at any time, whether before or after filings are made for regulatory approval of the Bank Merger, subject to Section 6.14.

Bank Merger. Immediately following Simultaneously with the Effective TimeMerger, DNB First, National AssociationIndus-American Bank, a national banking association New Jersey chartered bank and a direct, wholly owned IAB Subsidiary of the Company (“DNB "IAB Bank”"), will merge (the “"Bank Merger”") with and into S&T BCB Community Bank, a Pennsylvania banking corporation New Jersey chartered bank and a direct, wholly owned BCB Subsidiary of Parent (“Parent "BCB Bank”"). Parent BCB Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name "BCB Community Bank" and, following the Bank Merger, the separate corporate existence of DNB IAB Bank shall ceaseterminate. The parties Parties agree that the Bank Merger shall become effective immediately after simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent in consultation with the Company attached as Exhibit A hereto (the “Bank Merger Agreement”"Subsidiary Plan of Merger"). In order to obtain the necessary Regulatory Approvals regulatory approvals for the Bank Merger, the parties hereto Parties shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval of the Bank Merger: (xi) the Company IAB shall cause DNB IAB Bank to approve the Bank Merger AgreementSubsidiary Plan of Merger; the CompanyIAB, as the sole shareholder of DNB IAB Bank, shall approve the Bank Merger Agreement; Subsidiary Plan of Merger, and the Company IAB shall cause DNB the Subsidiary Plan of Merger to be duly executed by IAB Bank and delivered to BCB; (ii) BCB shall cause BCB Bank to approve the Subsidiary Plan of Merger; BCB, as the sole stockholder of BCB Bank, shall approve the Subsidiary Plan of Merger; (iii) BCB shall cause BCB Bank to duly execute and deliver the Subsidiary Plan of Merger to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementIAB. Prior to the Effective Time, the Company IAB shall cause DNB IAB Bank, ; and Parent (iv) BCB shall cause Parent BCB Bank, to execute such certificates or statements articles of combination, required merger certificates, and any such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after simultaneously with the Effective Time.

Bank Merger. Immediately On the Closing Date and immediately following the Effective TimeMerger, DNB First, National AssociationSterling Savings Bank, a national banking association Washington state-chartered bank and a direct, wholly wholly-owned Subsidiary of the Company (“DNB Bank”)Sterling, will merge (the “Bank Merger”) with and into S&T Umpqua Bank, a Pennsylvania banking corporation an Oregon state-chartered bank and a direct, wholly wholly-owned Subsidiary of Parent (“Parent Bank”)Umpqua. Parent Umpqua Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name Umpqua Bank, and, following the Bank Merger, the separate corporate existence of DNB Sterling Savings Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company Umpqua and reasonably acceptable to Sterling (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Sterling shall cause DNB Sterling Savings Bank to approve adopt the Bank Merger Agreement; the Company, Sterling, as the sole shareholder of DNB Sterling Savings Bank, shall approve the Bank Merger Agreement; , and the Company Sterling shall cause DNB the Bank Merger Agreement to be duly executed by Sterling Savings Bank and delivered to Umpqua Bank and (ii) Umpqua shall cause Umpqua Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Umpqua, as the sole shareholder of Parent Umpqua Bank, shall approve the Bank Merger Agreement; Agreement and Parent Umpqua shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Umpqua Bank and delivered to Sterling Savings Bank. Prior to the Effective Time, the Company Sterling shall cause DNB Sterling Savings Bank, and Parent Umpqua shall cause Parent Umpqua Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Umpqua and Sterling) as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after following the Effective Time.

Bank Merger. Immediately following Following the Holdco Merger Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), Seller Bank will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of DNB Seller Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after at such time following the Holdco Merger Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, merger in a customary form to be specified by Purchaser and approved by Parent in consultation with the Company Seller (the “Bank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for the Bank MergerEffective Time, the parties hereto (a) (i) Parent Seller and Seller Holdco shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Seller Bank to approve the Bank Merger Agreement; the Company, (ii) Seller Holdco, as the sole shareholder of DNB Seller Bank, shall approve the Bank Merger Agreement; , and the Company (iii) Parent Seller and Seller Holdco shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Seller Bank and delivered to Purchaser, (yb) Parent (i) Purchaser shall cause Parent the Purchaser Bank to approve the Bank Merger Agreement; Parent, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole shareholder of Parent the Purchaser Bank, shall to approve the Bank Merger Agreement; , and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior Agreement to the Effective TimeParent Seller, the Company and (c) Parent Seller and Seller Holdco shall cause DNB Seller Bank, and Parent Purchaser shall cause Parent the Purchaser Bank, to execute such certificates or statements articles of merger and any such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective TimeMerger.

Bank Merger. Immediately following after the Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), Alarion Bank will merge (the “Bank Merger”) with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”)HeritageBank. Parent Bank HeritageBank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name HeritageBank of the South, and, following the Bank Merger, the separate corporate existence of DNB Alarion Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company Purchaser and reasonably acceptable to Seller (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xi) the Company Seller shall cause DNB Alarion Bank to approve adopt the Bank Merger Agreement; the Company, Seller, as the sole shareholder of DNB Alarion Bank, shall approve the Bank Merger Agreement; , and the Company Seller shall cause DNB the Bank Merger Agreement to be duly execute executed by Alarion Bank and deliver delivered to Parent HeritageBank and (ii) Purchaser shall cause HeritageBank to adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, Purchaser, as the sole shareholder of Parent BankHeritageBank, shall approve the Bank Merger Agreement; Agreement and Parent Purchaser shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by HeritageBank and delivered to Alarion Bank. Prior to the Effective Time, the Company Seller shall cause DNB Alarion Bank, and Parent Purchaser shall cause Parent BankHeritageBank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates (in each case in form and substance reasonably satisfactory to Purchaser and Seller) as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”) immediately after following the Effective Time.

Bank Merger. Immediately following the Effective TimeMerger, DNB First, each of the Subsidiaries of Company ((i) The Peoples National AssociationBank, a national banking association and a direct, wholly owned Subsidiary subsidiary of the Company Company, (“DNB ii) Bank of ▇▇▇▇▇▇▇▇, ▇.▇., a national banking association and a wholly owned subsidiary of Company, and (iii) Seneca National Bank”, a national banking association and a wholly owned subsidiary of Company), will merge (the “Bank Merger”) with and into S&T BankSCBT, N.A., a Pennsylvania national banking corporation association and a direct, wholly owned Subsidiary subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger and shall continue its corporate existence under the name “SCBT, N.A.”, and, following the Bank Merger, the separate corporate existence of DNB Bank each Subsidiary of Company shall cease. The parties agree that the Bank Merger shall become effective immediately after simultaneously with the Effective Time. The Bank Merger shall be implemented pursuant to an agreement and a subsidiary plan of merger, in a form to be specified by Parent in consultation with the Company (the “Bank Merger AgreementSubsidiary Plan of Merger”). In order to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for such Regulatory Approvals: (x) the Company shall cause DNB Bank each of its Subsidiaries to approve the Bank Merger Agreement; the Subsidiary Plan of Merger, Company, as the sole shareholder of DNB Bankeach of its Subsidiaries, shall approve the Bank Subsidiary Plan of Merger Agreement; and the Company shall cause DNB Bank the Subsidiary Plan of Merger to be duly execute executed by each of its Subsidiaries and deliver delivered to Parent the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Subsidiary Plan of Merger, Parent, as the sole shareholder of Parent Bank, shall approve the Bank Subsidiary Plan of Merger Agreement; and Parent shall cause Parent Bank to duly execute and deliver the Subsidiary Plan of Merger to the Company the Bank Merger AgreementCompany. Prior to the Effective Time, the Company shall cause DNB Bankeach of its Subsidiaries, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”) immediately after simultaneously with the Effective Time.

Bank Merger. Immediately following Following the Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), Seller Bank will merge with and into Purchaser Bank (the “Bank Merger”) ), with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Purchaser Bank shall be as the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of DNB Seller Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after at such time following the Effective TimeTime as Purchaser shall specify. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, merger in a customary form to be specified by Parent in consultation with the Company Purchaser and approved by Seller (the “Bank Merger Agreement”), such approval not to be unreasonably withheld, conditioned or delayed. In order Prior to obtain the necessary Regulatory Approvals for the Bank Merger, the parties hereto Effective Time,‌ (a) (i) Seller shall cause the following to be accomplished as promptly as practicable: (x) the Company shall cause DNB Seller Bank to approve the Bank Merger Agreement; the Company, (ii) Seller, as the sole shareholder of DNB Seller Bank, shall approve the Bank Merger Agreement; , and the Company (iii) Seller shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Seller Bank and delivered to Purchaser, (yb) Parent (i) Purchaser shall cause Parent the Purchaser Bank to approve the Bank Merger Agreement; Parent, (ii) Purchaser shall cause Purchaser U.S. Holding Company, as the sole shareholder of Parent the Purchaser Bank, shall to approve the Bank Merger Agreement; , and Parent (iii) Purchaser shall cause Parent Purchaser Bank to duly execute and deliver to the Company the Bank Merger Agreement. Prior Agreement to the Effective TimeSeller, the Company and (c) Seller shall cause DNB Seller Bank, and Parent Purchaser shall cause Parent the Purchaser Bank, to execute such certificates or statements articles of merger and any such other documents and certificates as are necessary to make effectuate the Bank Merger effective (“Bank Merger Certificates”) immediately after the Effective TimeMerger.

Bank Merger. Immediately following after the Effective Time, DNB First, National Association, a national banking association and a direct, wholly owned Subsidiary of the Company (“DNB Bank”), will merge (the “Bank Merger”) with and into S&T Bank, a Pennsylvania banking corporation and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank VHI shall be the surviving entity in cause the Bank Merger and, following the Bank Merger, the separate corporate existence of DNB Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Timeto be consummated. The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a form to be specified by Parent in consultation with the Company VHI and reasonably acceptable to IBT (the “Bank Merger Agreement”). In order to obtain the necessary Regulatory Approvals state and federal regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicableprior to the filing of applications for regulatory approval: (xa) the Company IBT shall cause DNB Independent Bank to approve adopt the Bank Merger Agreement; the Company, IBT, as the sole shareholder of DNB Independent Bank, shall approve the Bank Merger Agreement; , and the Company IBT shall cause DNB the Bank Merger Agreement to be duly executed by Independent Bank and delivered to Veritex Bank and (b) VHI shall cause Veritex Bank to duly execute and deliver to Parent adopt the Bank Merger Agreement; and (y) Parent shall cause Parent Bank to approve the Bank Merger Agreement; Parent, VHI, as the sole shareholder of Parent Veritex Bank, shall approve the Bank Merger Agreement; Agreement and Parent VHI shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Veritex Bank and delivered to Independent Bank. Prior to the Effective Time, the Company IBT shall cause DNB Independent Bank, and Parent VHI shall cause Parent Veritex Bank, to execute such certificates or statements of merger and any such other documents and certificates (in each case in form and substance reasonably satisfactory to VHI and IBT) as are necessary to make the Bank Merger effective (the “Bank Merger Certificates”) immediately after following the Effective Time.

Bank Merger. Immediately (a) On the Closing Date and immediately following the Effective TimeMerger, DNB FirstAmerican Chartered Bank, National Association, a national banking association an Illinois state chartered bank and a direct, wholly owned Subsidiary of the Company (“DNB Company Bank”), will merge (the “Bank Merger”) with and into S&T MB Financial Bank, N.A., a Pennsylvania banking corporation national bank and a direct, wholly owned Subsidiary of Parent (“Parent Bank”). Parent Bank shall be the surviving entity in the Bank Merger (the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of DNB Company Bank shall cease. The parties agree that the Bank Merger shall become effective immediately after the Effective Time. . (b) The Bank Merger shall be implemented pursuant to an agreement and plan of merger, in a substantially the form to attached hereto as Annex B with such changes as may be specified mutually agreed by Company and Parent in consultation with the Company (the “Bank Merger Agreement”). In order Prior to the Closing (or earlier if necessary to obtain the necessary Regulatory Approvals regulatory approvals for the Bank Merger, the parties hereto shall cause the following to be accomplished as promptly as practicable: ): (xi) the Company shall cause DNB Company Bank to approve adopt the Bank Merger Agreement; the , Company, as the sole shareholder of DNB Company Bank, shall approve the Bank Merger Agreement; , and the Company shall cause DNB Bank to duly execute and deliver to Parent the Bank Merger Agreement; Agreement to be duly executed by Company Bank and delivered to Parent Bank and (yii) Parent shall cause Parent Bank to approve adopt the Bank Merger Agreement; , Parent, as the sole shareholder of Parent Bank, shall approve the Bank Merger Agreement; Agreement and Parent shall cause Parent Bank to duly execute and deliver to the Company the Bank Merger AgreementAgreement to be duly executed by Parent Bank and delivered to Company Bank. Prior to the Effective Time, the Company shall cause DNB Company Bank, and Parent shall cause Parent Bank, to execute such certificates or statements of merger and any articles of combination and such other documents and certificates as are necessary to make the Bank Merger effective simultaneously with the Effective Time (the “Bank Merger Certificates”) immediately after the Effective Time).