Common use of Bank Merger Clause in Contracts

Bank Merger. (a) As soon as practicable after the execution of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into the Bank Merger Agreement, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms of the Bank Merger Agreement, promptly after consummation of the Merger. Shore United shall be the surviving entity in the Bank Merger (Shore United, as the surviving entity of the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of CBC shall cease. (b) The Bank Merger Agreement provides that, subject to Section 6.12 of this Agreement, the directors of the Surviving Bank immediately after the Bank Merger shall be the directors of Shore United immediately prior to the Bank Merger; provided that (i) immediately prior to the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(b). (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.

Bank Merger. (a) As soon The Articles of Incorporation and By-Laws of Purchaser Bank, as practicable after in effect immediately prior to the execution effective time of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into the Bank Merger AgreementMerger, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed shall remain unchanged by any Governmental Authority and the terms reason of the Bank Merger Agreement, promptly after consummation and shall be the Articles of Incorporation and By-Laws of Purchaser Bank as the surviving entity in the Bank Merger. The directors and officers of Purchaser Bank at the effective time of the Merger. Shore United Bank Merger shall be the directors and officers of Purchaser Bank as the surviving entity in the Bank Merger until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. At the effective time of the Bank Merger and by virtue thereof, (Shore Unitedi) all shares of capital stock of the Target Banks shall be canceled and (ii) the shares of capital stock of Purchaser Bank, as the surviving entity in the Bank Merger, issued and outstanding immediately prior to such effective time shall continue to be issued and outstanding, and no additional shares shall be issued as a result of the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of CBC shall cease. (b) The Bank Merger Agreement provides Parties agree that, subject notwithstanding any provision hereof to Section 6.12 the contrary, upon the request of this Agreement, Purchaser the directors method of the Surviving Bank immediately after effecting the Bank Merger may be changed to provide for the merger of the Target Banks with and into a Purchaser Subsidiary other than Purchaser Bank, and the Target Companies shall be the directors of Shore United immediately prior cooperate in such efforts, including by entering into an appropriate amendment to this Agreement (to the Bank Merger; provided that (i) immediately prior to extent such amendment only changes the Bank Merger, Shore United shall cause three (3) method of Shore United's existing directors to resign and (ii) effective as of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after effecting the Bank Merger and does not substantively affect this Agreement or the rights and obligations of the Parties or their respective shareholders hereunder); provided, however, that any such Purchaser Subsidiary shall become a party to, and shall agree to be set forth in Section 6.12(b). (c) Each bound by, the terms of SHBI this Agreement and TCFC shall approve of the Bank Merger Agreement and that any actions taken pursuant to this Section 2.2(b) shall not (i) alter or change the Bank kind or amount of consideration to be issued to holders of Outstanding Target Shares or the Option Holders as provided for in this Agreement; (ii) adversely affect the tax consequences of the Company Merger as to the sole voting shareholder holders of Shore United and CBC, respectively, and SHBI and TCFC shall and shall Outstanding Target Shares; (iii) Materially delay the receipt of the Consent of any Regulatory Authority required pursuant to Section 8.1(b) hereof; or (iv) otherwise cause Shore United and CBC, respectively, any condition to execute any certificates or articles Closing set forth herein not to be capable of merger and such other agreements, documents and certificates as are necessary being fulfilled (unless duly waived by the Party entitled to make the Bank Merger effective 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 lawbenefits thereof).

Bank Merger. (a) As soon as practicable after the execution of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into At the Bank Merger AgreementEffective Time, the form each share of which is attached hereto as Annex Dcommon stock of Savings ("Savings Common Stock") issued and outstanding immediately prior thereto shall, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms of the Bank Merger Agreement, promptly after consummation of the Merger. Shore United shall be the surviving entity in the Bank Merger (Shore United, as the surviving entity virtue of the Bank Merger, is sometimes referred to herein as be canceled. No new shares of the “Surviving Bank”) and, following capital stock or other securities or obligations of the Bank Mergershall be issued or be deemed issued with respect to or in exchange for such canceled shares, and such canceled shares of Savings Common Stock shall not be converted into any shares or other securities or obligations of the separate corporate existence of CBC shall ceaseBank. (b) The Bank Merger Agreement provides that, subject to Section 6.12 of this Agreement, the directors charter and bylaws of the Surviving Bank immediately after the Bank Merger shall be the directors of Shore United as in effect immediately prior to the Bank Merger Effective Time shall be the charter and bylaws of the Bank, as the surviving institution of the Bank Merger; , until amended as provided that therein or by law. As soon as practicable thereafter, the name of the Bank shall be changed to a mutually agreed upon name reflecting the integration of Savings with Bank. (ic) Except as otherwise provided herein, the directors and officers of the Bank immediately prior to the Bank MergerMerger Effective Time shall be the directors and officers of the Bank, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as the surviving institution of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor their successors shall be duly elected and qualifiedqualified or otherwise duly selected. The In addition the Bank, as the surviving institution, shall create four new positions on its Board of Directors and, on or prior to the Bank Merger Effective Time, shall appoint those four persons selected by Savings, in consultation with the Bank, to the Board of Directors of the surviving institution of the Bank Merger, for terms of office to be agreed upon, it being understood that at least one of the four persons selected by Savings will include Savings current President and Chief Executive Officer. Immediately upon the Bank Merger Effective Time, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall become the President and Chief Executive Officer of the Bank. In addition, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall become executive officers of the Surviving Bank, as the surviving institution of the Bank immediately Merger, with the titles, and under the terms and conditions, as set forth in Section 4.16(d) of this Agreement. (d) The liquidation account established by Savings pursuant to the plan of conversion adopted in connection with its conversion from mutual to stock form shall continue to be maintained by the Bank after the Bank Merger shall be set forth in Section 6.12(b)Effective Time for the benefit of those persons and entities who were savings account holders of Savings on the appropriate dates for such conversion and who continue from time to time to have rights therein. (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.

Bank Merger. At the request of Acquiror, the Company and the Company Bank shall (ai) As soon as practicable after take all necessary corporate and other reasonable action to adopt and approve the execution of this AgreementBank Merger; (ii) execute, or on such later date as SHBI deliver and, where appropriate, file any and TCFC shall agree, SHBI all agreements and TCFC shall cause Shore United and CBC, respectively, other documents reasonably necessary to enter into permit the Bank Merger Agreement, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms of the Bank Merger Agreement, promptly after to be consummated immediately following consummation of the Merger. Shore United shall ; and (iii) take and cause to be taken any other action that is reasonably necessary to permit the surviving entity consummation of any transactions contemplated in the Bank Merger (Shore United, as the surviving entity of connection with the Bank Merger, is sometimes referred including, if requested by the Acquiror at any time prior to herein the Effective Time of the Holding Company Merger, with the prior written consent of the Company (which it shall not unreasonably withhold) change the method of effecting the combination of Company Bank with the applicable Acquiror Bank if and to the extent Acquiror or the applicable Acquiror Bank deems such changes to be necessary, appropriate or desirable; provided, however, that in no event shall the Company or Company Bank be required to take any action set forth above in this Section 5.9 or to agree to any such change in the method of effecting the combination of the applicable Acquiror Bank with Company Bank, if such action or change could reasonably be expected to or would (w) alter or change the amount or kind of Merger Consideration to be issued to the holders of the Company Common Stock as provided for in this Agreement, (x) adversely affect the “Surviving Bank”tax treatment of the Company’s shareholders as a result of receiving the Merger Consideration, including, without limitation, any adverse effect upon the tax free treatment, (y) and, following materially impede or delay consummation of the Holding Company Merger or the Bank Merger, or (z) otherwise be materially prejudicial to the separate corporate existence of CBC shall cease. (b) The Bank Merger Agreement provides that, subject to Section 6.12 of this Agreement, the directors interests of the Surviving Bank immediately after the Bank Merger shall be the directors of Shore United immediately prior to the Bank Merger; provided that (i) immediately prior to the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as shareholders of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(b)Company. (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.

Bank Merger. (a) As soon The Articles of Incorporation and By-Laws of Purchaser Bank, as practicable after in effect immediately prior to the execution effective time of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into the Bank Merger AgreementMerger, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed shall remain unchanged by any Governmental Authority and the terms reason of the Bank Merger Agreement, promptly after consummation and shall be the Articles of Incorporation and By-Laws of Purchaser Bank as the surviving entity in the Bank Merger. The directors and officers of Purchaser Bank at the effective time of the Merger. Shore United Bank Merger shall be the directors and officers of Purchaser Bank as the surviving entity in the Bank Merger until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. Subject to the provisions of Section 2.2(b) hereof, at the effective time of the Bank Merger and by virtue thereof, (Shore Unitedi) all shares of capital stock of Target Bank shall be canceled and (ii) the shares of capital stock of Purchaser Bank, as the surviving entity in the Bank Merger, issued and outstanding immediately prior to such effective time shall continue to be issued and outstanding, and no additional shares shall be issued as a result of the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of CBC shall cease. (b) The Bank Merger Agreement provides Parties agree that, subject notwithstanding any provision hereof to Section 6.12 the contrary, upon the request of this AgreementPurchaser, the directors method of the Surviving Bank immediately after effecting the Bank Merger may be changed to provide for the merger of Target Bank with and into a Purchaser Subsidiary other than Purchaser Bank, and the Target Companies shall be the directors of Shore United immediately prior cooperate in such efforts, including by entering into an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the Bank MergerMerger and does not substantively affect this Agreement or the rights and obligations of the Parties or their respective shareholders hereunder); provided provided, however, that any actions taken pursuant to this Section -------- ------- 2.2(b) shall not (i) immediately prior alter or change the kind or amount of consideration to be issued to holders of Outstanding Target Shares, the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and Option Holders or the Warrant Holders as provided for in this Agreement; (ii) effective as adversely affect the tax consequences of the Bank Merger, Company Merger to the holders of Outstanding Target Shares; (Aiii) Shore United shall increase Materially delay the number of members receipt of the Shore United Board from fifteen Consent of any Regulatory Authority required pursuant to Section 8.1(b) hereof; or (15iv) members otherwise cause any condition to twenty Closing set forth herein not to be capable of being fulfilled (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from unless duly waived by the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed Party entitled to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(bbenefits thereof). (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.

Bank Merger. (a) As soon as practicable after the execution of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC Purchaser shall cause Shore United and CBCCitizens Financial Group, respectively, Inc. to enter into approve the Bank Merger Agreement, the form Agreement as a stockholder of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority Purchaser and the terms of Surviving Corporation to approve the Bank Merger Agreement, promptly after consummation Agreement as a stockholder of the Merger. Shore United shall be the surviving entity in the Bank Merger (Shore United, as the surviving entity of the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of CBC shall cease. (b) The Unless otherwise determined by Purchaser prior to the Closing, at the effective time of the Bank Merger Agreement provides thatthe Articles of Organization and By-laws of Purchaser, subject to Section 6.12 as in effect immediately prior thereto, shall be the Articles of this Agreement, the directors Organization and By-laws of the Surviving Bank until thereafter amended as provided by law and such Articles of Organization and By-laws; (c) The directors and officers of Purchaser immediately after prior to the effective time of the Bank Merger shall be the initial directors and officers of the Surviving Bank, each to hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Bank and until their respective successors are duly elected or appointed and qualified. The Bank shall be entitled to designate two of its directors (the "Designated Directors") to become directors of Shore United immediately prior to the Surviving Bank. The Designated Directors of the Bank Merger; provided that (i) immediately prior to shall be mutually agreed by the Bank Merger, Shore United shall cause three and Purchaser. (3d) of Shore United's existing directors to resign and (ii) effective as Promptly following the consummation of the Bank Merger, the Surviving Bank shall establish an advisory committee (Athe "Advisory Committee") Shore United shall increase to the number Board of members Directors of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing Surviving Bank. The Advisory Committee shall be comprised of the persons who are nonemployee directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) Bank immediately prior to the consummation of the Merger but who are not Designated Directors. The Advisory Committee shall remain meet on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors a regular basis and shall be mutually agreed to by Shore United and CBC, shall be appointed to advise the Shore United Board. Subject to Section 6.12 Board of this Agreement, each such director and director appointee shall serve as a director Directors of the Surviving Bank for the remainder with respect to such matters as may be identified by such Board of his or her term and until Directors to such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(b)Advisory Committee. (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.

Bank Merger. At the request of Acquiror, the Company and the Company Bank shall (ai) As soon as practicable after take all necessary corporate and other reasonable action to adopt and approve the execution of this AgreementBank Merger; (ii) execute, or on such later date as SHBI deliver and, where appropriate, file any and TCFC shall agree, SHBI all agreements and TCFC shall cause Shore United and CBC, respectively, other documents reasonably necessary to enter into permit the Bank Merger Agreement, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms of the Bank Merger Agreement, promptly after to be consummated immediately following consummation of the Merger. Shore United shall ; and (iii) take and cause to be taken any other action that is reasonably necessary to permit the surviving entity consummation of any transactions contemplated in the Bank Merger (Shore United, as the surviving entity of connection with the Bank Merger, is sometimes referred including, if requested by the Acquiror at any time prior to herein as the “Surviving Bank”) and, following Effective Time of the Bank Holding Company Merger, with the separate corporate existence prior written consent of CBC the Company (which it shall cease. not unreasonably withhold) change the method of effecting the combination of Company Bank with the applicable Acquiror Bank if and to the extent Acquiror or the applicable Acquiror Bank deems such changes to be necessary, appropriate or desirable; provided, however, that in no event shall the Company or Company Bank be required to take any action set forth above in this Section 5.9 or to agree to any such change in the method of effecting the combination of the applicable Acquiror Bank with Company Bank, if such action or change could reasonably be expected to or would (bw) The Bank alter or change the amount or kind of Merger Agreement provides that, subject Consideration to Section 6.12 be issued to the holders of the Company Common Stock as provided for in this Agreement, (x) adversely affect the directors tax treatment of the Surviving Bank immediately after the Bank Merger shall be the directors of Shore United immediately prior to the Bank Merger; provided that (i) immediately prior to the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBCCompany’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve shareholders as a director result of receiving the Surviving Bank for Merger Consideration, including, without limitation, any adverse effect upon the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(b). (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.tax free treatment,

Bank Merger. The parties understand that it is the present intention of First Busey at or after the Effective Time to effect the Bank Merger. First Busey and Main Street agree to cooperate and to take such steps as may be necessary to obtain all requisite regulatory, corporate and other approvals to effect the Bank Merger, subject to the consummation of, and to be effective concurrently with, the Merger or as soon as practicable thereafter. The Resulting Bank shall be Busey Bank and the name of the Resulting Bank will be “Busey Bank.” The home office of the Resulting Bank shall initially be located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ until thereafter changed with the approval of the board of directors of the Surviving Corporation. In furtherance of such agreement, each of First Busey and Main Street agrees: (a) As soon as practicable after the execution of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into cause the board of directors of each of Busey Bank and Main Street Bank to approve the Bank Merger Agreementand to submit the same to its respective sole shareholder for approval; (b) respectively, to vote the form shares of which is attached hereto as Annex D, which provides for the merger stock of CBC with Busey Bank and into Shore United (the “Main Street Bank Merger”), owned by them in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms of the Bank Merger Agreement, promptly after consummation of the Merger. Shore United shall be the surviving entity in the Bank Merger (Shore United, as the surviving entity favor of the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) ; and, following the Bank Merger, the separate corporate existence of CBC shall cease. (b) The Bank Merger Agreement provides that, subject to Section 6.12 of this Agreement, the directors of the Surviving Bank immediately after the Bank Merger shall be the directors of Shore United immediately prior to the Bank Merger; provided that (i) immediately prior to the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(b). (c) Each of SHBI and TCFC shall approve to take, or cause to be taken, all steps necessary to consummate the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective following at the Effective TimeTime or as soon thereafter as is reasonably practicable. The Bank Merger shall become effective at be accomplished pursuant to a merger agreement containing such time terms and date conditions as specified in are ordinary and customary for affiliated bank merger transactions of such type. Notwithstanding anything contained herein to the contrary: (x) the Bank Merger Agreement will be effective no earlier than the Effective Time; and (y) none of First Busey’s or Main Street’s actions in accordance connection with applicable lawthe Bank Merger will unreasonably interfere with any of the operations of First Busey, Busey Bank, Main Street or at such other time as shall be provided by applicable lawMain Street Bank prior to the Effective Time.

Bank Merger. The parties understand that it is the present intention of Acquiror at or after the Effective Time to effect the Bank Merger. Acquiror and the Company agree to cooperate and to take such steps as may be necessary to obtain all requisite regulatory, corporate and other approvals to effect the Bank Merger, subject to the consummation of, and to be effective concurrently with, the Merger or as soon as practicable thereafter. The resulting bank shall be Acquiror Bank, and the name of the resulting bank will be “Midland States Bank.” In furtherance of such agreement, each of Acquiror and the Company agrees: (a) As soon as practicable after the execution of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into call a meeting of the board of directors of Acquiror Bank and the Bank Merger Agreement, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms to use good faith Best Efforts to obtain approval of the Bank Merger Agreementand to submit the same to its respective sole shareholder for approval; (b) respectively, promptly after to vote the shares of stock of Acquiror Bank and the Bank owned by them in favor of the Bank Merger; and (c) to take, or cause to be taken, all steps necessary to consummate the Bank Merger at the Effective Time or such other later time as may be chosen by Acquiror. The Bank Merger shall be accomplished pursuant to a merger agreement containing such terms and conditions as are ordinary and customary for similar types of affiliated bank merger transactions; provided that such merger agreement shall not affect the U.S. tax consequence of the Merger to holders of Company Common Stock; and it shall not (i) alter or change the amount or kind of the consideration to be issued to holders of Company Common Stock as consideration in the Merger or (ii) materially impede or delay consummation of the Merger. Shore United shall be Notwithstanding anything contained in this Agreement to the surviving entity in contrary: (x) the Bank Merger will be effective no earlier than the Effective Time (Shore United, as and in any event after the surviving entity Merger); and (y) none of Acquiror’s or the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of CBC shall cease. (b) The Bank Merger Agreement provides that, subject to Section 6.12 of this Agreement, the directors of the Surviving Bank immediately after Company’s actions in connection with the Bank Merger shall be will unreasonably interfere with any of the directors operations of Shore United immediately the Company, the Bank, Acquiror or Acquiror Bank prior to the Bank Merger; provided that (i) immediately prior to the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(b). (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.

Bank Merger. (a) As soon as practicable after the execution of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into At the Bank Merger AgreementEffective Time, the form each share of which is attached hereto as Annex Dcommon stock of Savings ("Savings Common Stock") issued and outstanding immediately prior thereto shall, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed by any Governmental Authority and the terms of the Bank Merger Agreement, promptly after consummation of the Merger. Shore United shall be the surviving entity in the Bank Merger (Shore United, as the surviving entity virtue of the Bank Merger, is sometimes referred to herein as be canceled. No new shares of the “Surviving Bank”) and, following capital stock or other securities or obligations of the Bank Mergershall be issued or be deemed issued with respect to or in exchange for such canceled shares, and such canceled shares of Savings Common Stock shall not be converted into any shares or other securities or obligations of the separate corporate existence of CBC shall ceaseBank. (b) The Bank Merger Agreement provides that, subject to Section 6.12 of this Agreement, the directors charter and bylaws of the Surviving Bank immediately after the Bank Merger shall be the directors of Shore United as in effect immediately prior to the Bank Merger Effective Time shall be the charter and bylaws of the Bank, as the surviving institution of the Bank Merger; , until amended as provided that therein or by law. As soon as practicable thereafter, the name of the Bank shall be changed to a mutually agreed upon name reflecting the integration of Savings with Bank. (ic) Except as otherwise provided herein, the directors and officers of the Bank immediately prior to the Bank MergerMerger Effective Time shall be the directors and officers of the Bank, Shore United shall cause three (3) of Shore United's existing directors to resign and (ii) effective as the surviving institution of the Bank Merger, (A) Shore United shall increase the number of members of the Shore United Board from fifteen (15) members to twenty (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor their successors shall be duly elected and qualifiedqualified or otherwise duly selected. The In addition the Bank, as the surviving institution, shall create four new positions on its Board of Directors and, on or prior to the Bank Merger Effective Time, shall appoint those four persons selected by Savings, in consultation with the Bank, to the Board of Directors of the surviving institution of the Bank Merger, for terms of office to be agreed upon, it being understood that at least one of the four persons selected by Savings will include Savings current President and Chief Executive Officer. Immediately upon the Bank Merger Effective Time, J▇▇▇ ▇. ▇▇▇▇▇▇▇ shall become the President and Chief Executive Officer of the Bank. In addition, B▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall become executive officers of the Surviving Bank, as the surviving institution of the Bank immediately Merger, with the titles, and under the terms and conditions, as set forth in Section 4.16(d) of this Agreement. (d) The liquidation account established by Savings pursuant to the plan of conversion adopted in connection with its conversion from mutual to stock form shall continue to be maintained by the Bank after the Bank Merger shall be set forth in Section 6.12(b)Effective Time for the benefit of those persons and entities who were savings account holders of Savings on the appropriate dates for such conversion and who continue from time to time to have rights therein. (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.

Bank Merger. (a) As soon The Articles of Incorporation and By-Laws of Purchaser Bank, as practicable after in effect immediately prior to the execution effective time of this Agreement, or on such later date as SHBI and TCFC shall agree, SHBI and TCFC shall cause Shore United and CBC, respectively, to enter into the Bank Merger AgreementMerger, the form of which is attached hereto as Annex D, which provides for the merger of CBC with and into Shore United (the “Bank Merger”), in accordance with applicable law, regulation or policies imposed shall remain unchanged by any Governmental Authority and the terms reason of the Bank Merger Agreement, promptly after consummation and shall be the Articles of Incorporation and By-Laws of Purchaser Bank as the surviving entity in the Bank Merger. The directors and officers of Purchaser Bank at the effective time of the Merger. Shore United Bank Merger shall be the directors and officers of Purchaser Bank as the surviving entity in the Bank Merger until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. Subject to the provisions of Section 2.2(b) hereof, at the effective time of the Bank Merger and by virtue thereof, (Shore Unitedi) all shares of capital stock of Target Bank shall be canceled and (ii) the shares of capital stock of Purchaser Bank, as the surviving entity in the Bank Merger, issued and outstanding immediately prior to such effective time shall continue to be issued and outstanding, and no additional shares shall be issued as a result of the Bank Merger, is sometimes referred to herein as the “Surviving Bank”) and, following the Bank Merger, the separate corporate existence of CBC shall cease. (b) The Bank Merger Agreement provides Parties agree that, subject notwithstanding any provision hereof to Section 6.12 the contrary, upon the request of this AgreementPurchaser, the directors method of the Surviving Bank immediately after effecting the Bank Merger may be changed to provide for the merger of Target Bank with and into a Purchaser Subsidiary other than Purchaser Bank, and the Target Companies shall be the directors of Shore United immediately prior cooperate in such efforts, including by entering into an appropriate amendment to this Agreement (to the extent such amendment only changes the method of effecting the Bank MergerMerger and does not substantively affect this Agreement or the rights and obligations of the Parties or their respective shareholders hereunder); provided provided, however, that any actions taken pursuant to this Section 2.2(b) shall not (i) immediately prior alter or change the kind or amount of consideration to be issued to holders of Outstanding Target Shares, the Bank Merger, Shore United shall cause three (3) of Shore United's existing directors to resign and Option Holders or the Warrant Holders as provided for in this Agreement; (ii) effective as adversely affect the tax consequences of the Bank Merger, Company Merger to the holders of Outstanding Target Shares; (Aiii) Shore United shall increase Materially delay the number of members receipt of the Shore United Board from fifteen Consent of any Regulatory Authority required pursuant to Section 8.1(b) hereof; or (15iv) members otherwise cause any condition to twenty Closing set forth herein not to be capable of being fulfilled (20) members, (B) twelve (12) existing directors of Shore United (including four (4) representatives from unless duly waived by the former Severn Savings Bank, FSB previously acquired by SHBI) shall remain on the Shore United Board, and (C) eight (8) new directors, each of whom shall be selected from CBC’s existing directors and shall be mutually agreed to by Shore United and CBC, shall be appointed Party entitled to the Shore United Board. Subject to Section 6.12 of this Agreement, each such director and director appointee shall serve as a director of the Surviving Bank for the remainder of his or her term and until such director's or appointee's successor shall be duly elected and qualified. The executive officers of the Surviving Bank immediately after the Bank Merger shall be set forth in Section 6.12(bbenefits thereof). (c) Each of SHBI and TCFC shall approve the Bank Merger Agreement and the Bank Merger as the sole voting shareholder of Shore United and CBC, respectively, and SHBI and TCFC shall and shall cause Shore United and CBC, respectively, to execute any certificates or articles of merger and such other agreements, documents and certificates as are necessary to make the Bank Merger effective 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.