Common use of Capitalization Clause in Contracts

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of SCB consists of 50,000,000 shares were issued of SCB Common Stock and outstanding50,000,000 shares of SCB Preferred Stock. As of June 30January 25, 20212024, 9,904,433 there are (i) 18,384,779 shares of FNB SCB Common Stock were held in FNB’s treasury. As of June 30outstanding, 2021, (ii) no shares of FNB SCB Common Stock or FNB Preferred Stock were reserved for issuanceheld in treasury, except for (iiii) 12,087,867 265,313 shares of FNB SCB Common Stock reserved for issuance upon the exercise of options issued or available outstanding SCB Options, (iv) 628,504 shares of SCB Common Stock reserved for issuance pursuant to employee upon settlement of outstanding SCB RSUs, (v) no shares of SCB Preferred Stock outstanding, and director stock plans (vi) 1,266,568 shares of FNB in effect as SCB Common Stock reserved for issuance upon future grants under the SCB Equity Plan. As of the date of this Agreement (Agreement, except as set forth in the “FNB Stock Plans”)immediately preceding sentence and for changes since January 25, and (ii) 2024 resulting from the exercise, vesting or settlement of any SCB Equity Awards described in the immediately preceding sentence, there are no other shares of FNB Common Stock capital stock or other equity or voting securities of SCB issued, reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)or outstanding. All of the issued and outstanding shares of FNB SCB Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of SCB are entitled to vote. Except pursuant as set forth on Section 6.02(a) of the SCB Disclosure Schedule, no trust preferred or subordinated debt securities of SCB are issued or outstanding. Other than SCB Equity Awards issued prior to the date of this AgreementAgreement as described in this Section 6.02(a), as of the FNB Stock Plans and the FNB Warrants, FNB is not bound by any date of this Agreement there are no outstanding subscriptions, options, warrants, restricted stock awards, restricted stock units, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase relating to, or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of FNB capital stock or other equity or voting securities of or ownership interest in SCB, or contracts, commitments, understandings or arrangements by which SCB may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in SCB, or that otherwise obligate SCB to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which SCB is a party or is bound with respect to the voting or transfer of SCB Common Stock or any other equity securities interests of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsSCB.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of CBC consists of 40,000,000 shares were issued of CBC Common Stock and outstanding10,000,000 shares of CBC Preferred Stock. As of June 30January 25, 20212024, 9,904,433 there are (i) 8,402,478 shares of FNB CBC Common Stock were held in FNB’s treasury. As of June 30outstanding, 2021, (ii) no shares of FNB CBC Common Stock or FNB Preferred Stock were reserved for issuanceheld in treasury, except for (iiii) 12,087,867 476,911 shares of FNB CBC Common Stock reserved for issuance upon the exercise of options issued or available outstanding CBC Options, (iv) 260,756 shares of CBC Common Stock reserved for issuance pursuant to employee upon settlement of outstanding CBC RSUs, (v) no shares of CBC Preferred Stock outstanding, and director stock plans (vi) 616,442 shares of FNB in effect as CBC Common Stock reserved for issuance upon future grants under the CBC Equity Plans. As of the date of this Agreement (Agreement, except as set forth in the “FNB Stock Plans”)immediately preceding sentence and for changes since January 25, and (ii) 2024 resulting from the exercise, vesting or settlement of any CBC Equity Awards described in the immediately preceding sentence, there are no other shares of FNB Common Stock capital stock or other equity or voting securities of CBC issued, reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)or outstanding. All of the issued and outstanding shares of FNB CBC Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of CBC are entitled to vote. Except pursuant as set forth on Section 5.02(a) of the CBC Disclosure Schedule, no trust preferred or subordinated debt securities of CBC are issued or outstanding. Other than CBC Equity Awards issued prior to the date of this AgreementAgreement as described in this Section 5.02(a), as of the FNB Stock Plans and the FNB Warrants, FNB is not bound by any date of this Agreement there are no outstanding subscriptions, options, warrants, restricted stock awards, restricted stock units, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase relating to, or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of FNB capital stock or other equity or voting securities of or ownership interest in CBC, or contracts, commitments, understandings or arrangements by which CBC may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in CBC, or that otherwise obligate CBC to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which CBC is a party or is bound with respect to the voting or transfer of CBC Common Stock or any other equity securities interests of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsCBC.

Capitalization. (a) The authorized capital stock of FNB IBTX as of the date of this Agreement consists of 500,000,000 100,000,000 shares of FNB IBTX Common Stock, and 10,000,000 shares of whichpreferred stock, as par value $0.01 per share, and after giving effect to the IBTX Certificate Amendment the authorized capital stock of June 30, 2021, 319,465,156 IBTX will consist of 200,000,000 shares were issued and outstanding, of IBTX Common Stock and 20,000,000 shares of preferred stock, par value $0.01 par value per share. As of December 4, 2019, there were (the i) 42,951,306 shares of IBTX Common Stock issued and outstanding, including 283,812 shares of IBTX Common Stock granted in respect of outstanding restricted stock awards (“FNB Preferred StockIBTX Restricted Stock Awards”), ; (ii) no shares of which, as IBTX Common Stock held in treasury; (iii) 1,436,131 shares of IBTX Common Stock reserved for issuance pursuant to future grants under the IBTX equity plans and (iv) no shares of preferred stock issued and outstanding. As of the date of this Agreement, 110,877 shares were issued except as set forth in the immediately preceding sentence, and outstanding. As for changes since December 4, 2019 resulting from the exercise, vesting or settlement of June 30any IBTX Equity Awards described in the immediately preceding sentence, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, there are no shares of FNB Common Stock capital stock or FNB Preferred Stock were reserved for issuanceother voting securities or equity interests of IBTX issued, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)outstanding. All of the issued and outstanding shares of FNB IBTX Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of IBTX may vote. Other than IBTX Restricted Stock Awards issued prior to the date of this AgreementAgreement as described in this Section 4.2(a), as of the FNB Stock Plans and the FNB Warrants, FNB is not bound by any date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase to which IBTX or issuance of any its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of FNB Common Stock capital stock or any other voting or equity securities of FNB or ownership interest in IBTX, or contracts, commitments, understandings or arrangements by which IBTX may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in IBTX or that otherwise obligate IBTX to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “IBTX Securities”, and any of the foregoing in respect of Subsidiaries of IBTX, collectively, “IBTX Subsidiary Securities”). Other than the IBTX Restricted Stock Awards (collectively, the “IBTX Equity Awards”), no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of IBTX or any securities representing of its Subsidiaries) are outstanding. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which IBTX or any of its Subsidiaries is a party with respect to the right to purchase voting or otherwise receive any shares transfer of FNB IBTX Common Stock. The shares , capital stock or other voting or equity securities or ownership interests of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive IBTX or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock shares of FNB Seller consists of 500,000,000 shares of FNB (a) 100,000,000 Seller Common StockShares, of which, as of June 30, 2021, 319,465,156 which 2,270,750 shares were are issued and outstandingoutstanding and 270,501 shares are held in treasury, 437,965 shares are reserved for issuance under outstanding Seller Options, 45,836 shares are reserved for issuance under outstanding Non-Plan Options and 20,000,000 92,215 shares are reserved for issuance under the Seller Warrants and (b) 5,000,000 shares of preferred stock, $0.01 par value $0.001 per share (the “FNB Seller Preferred StockShares” and together with the Seller Common Shares, the “Seller Shares”), of which, as of the date of this Agreement, 110,877 which no shares were are issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the such issued and outstanding shares of FNB Seller Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights and were issued in compliance with applicable federal and state securities laws. Except for the Seller Options, the Non-Plan Options and the Seller Warrants (all of which are listed in Section 5.3 of the Seller Disclosure Letter), there are not any existing or authorized options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate Seller to issue, transfer or sell any shares of its capital stock. Section 5.3 of the Seller Disclosure Letter sets forth a complete and accurate list of all outstanding Seller Options, Non-Plan Options and Seller Warrants, indicating (A) the holder thereof, (B) the number of Seller Shares subject to each Seller Option, Non-Plan Options and Seller Warrants, (C) the exercise price, date of grant, vesting schedule and expiration date for each Seller Option, Non-Plan Option and Seller Warrant, and (D) any terms regarding the acceleration of vesting, and (iii) all stock option plans and other stock or equity-related plans of the Seller. Section 5.3 of the Seller Disclosure Letter includes a summary of the aggregate Seller Options (and Non-Plan Options) vested as of certain dates specified therein. All Seller Shares that may be issued upon exercise of Seller Options, Non-Plan Options or Seller Warrants, will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Seller. There are no agreements or understandings to which Seller or any Seller Subsidiary is a party or by which they are bound with respect to the voting (including without limitation voting trusts or proxies) of any Seller Common Shares or the sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Seller, nor does Seller have knowledge of any other agreements or understandings with respect to the voting of any such shares or transfer of any such securities. Seller has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Seller on any matter. Except as set forth on Section 5.3(a) of the Seller Disclosure Letter, there are no outstanding contractual obligations of Seller or any Seller Subsidiary to repurchase, redeem or otherwise acquire any capital shares, partnership interests or any other securities of Seller or any Seller Subsidiary. No dividends have been declared with respect to Seller Common Shares. Except as set forth on Section 5.3(a) of the Seller Disclosure Letter, neither Seller nor any Seller Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register any of their securities under the Securities Act of 1933, as amended (the “Securities Act”). After the Effective Time, the Surviving Entity will have no obligation to issue, transfer or sell any capital shares or other interests of Seller or the Surviving Entity pursuant to any Seller Option Plan or any other Seller Benefit Plan (as defined in Section 5.17 hereof).

Capitalization. (a) The authorized capital stock of FNB HBI consists of 500,000,000 20,000,000 shares of FNB Common Stockcommon stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstandingpar value $0.01 per share, and 20,000,000 5,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as . As of the date of this Agreement, 110,877 there are (i) 18,803,601 shares were of HBI Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 (ii) 203,204 shares of FNB HBI Common Stock were held reserved for issuance in FNB’s treasury. As respect of June 30outstanding HBI Restricted Stock Unit Awards, 2021, no (iii) 25,000 shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB HBI Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement outstanding HBI Stock Options, (the “FNB Stock Plans”), and (iiiv) no 188,110 shares of FNB HBI Common Stock reserved for issuance pursuant to warrants under the HBI ESPP, (v) no shares of preferred stock are issued to the Treasury Department and outstanding and (the “FNB Warrants”)vi) no other shares of capital stock or other equity securities of HBI issued, reserved for issuance or outstanding. All of the issued and outstanding shares of FNB HBI Common Stock have been, and all shares of FNB HBI Common Stock reserved for issuance as described in that may be issued upon the foregoing clauses (i) – (ii)exercise of the HBI Stock Options and settlement of rights to acquire shares of HBI Common Stock with respect to the HBI Restricted Stock Unit Awards and the HBI ESPP will be, when issued in accordance with the terms of the stock plansthereof, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant Other than HBI Equity Awards issued prior to the date of this Agreement, the FNB Stock Plans HBI ESPP, and as provided by Section 5.2(a) of the FNB WarrantsHBI Disclosure Schedule, FNB is not bound by any as of the date of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating HBI to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect, to which HBI is a party, with respect to the voting or transfer of any character calling for the purchase or issuance of any shares of FNB HBI Common Stock or any other equity securities interests of FNB or any securities representing HBI. As of the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms date of this Agreement, will be validly issuedno bonds, fully paiddebentures, nonassessable notes or other indebtedness having the right to vote on any matters on which shareholders of HBI may vote are issued or outstanding. The outstanding trust preferred and free subordinated debt securities of preemptive rightsHBI set forth in Section 3.2(a) of the HBI Disclosure Schedule are referred to as the “HBI Debentures.”

Capitalization. (a) The authorized capital stock of FNB CenterState consists of 500,000,000 200,000,000 shares of FNB CenterState Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 5,000,000 shares of preferred stock, par value $0.01 par value (the “FNB Preferred Stock”), of which, as per share. As of the date of this Agreement, 110,877 there are (i) 125,276,300 shares were of CenterState Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 including 32,500 shares of FNB CenterState Common Stock were held granted in FNB’s treasury. As respect of June 30outstanding CenterState Restricted Stock Awards, 2021, no (ii) 319,270 shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB CenterState Common Stock reserved for issuance upon exercise the settlement of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement outstanding CenterState RSU Awards, (the “FNB Stock Plans”), and (iiiii) no 590,825 shares of FNB CenterState Common Stock reserved for issuance pursuant to warrants issued to upon the Treasury Department settlement of outstanding CenterState PSU Awards (assuming performance goals are satisfied at the “FNB target level) or 702,740 shares of CenterState Common Stock reserved for issuance upon the settlement of outstanding CenterState PSU Awards (assuming performance goals are satisfied at the maximum level), (iv) zero shares of CenterState Common Stock held in treasury, (v) 591,580 shares of CenterState Common Stock reserved for issuance upon the exercise of outstanding CenterState Stock Options and CenterState Warrants”), and (vi) no other shares of capital stock or other voting securities or equity interests of CenterState issued, reserved for issuance or outstanding. All of the issued and outstanding shares of FNB CenterState Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of CenterState may vote. Other than CenterState Stock Options, CenterState Restricted Stock Awards, CenterState RSU Awards and CenterState PSU Awards (collectively, “CenterState Equity Awards”) issued prior to the date of this AgreementAgreement as described in this Section 3.2(a), as of the FNB Stock Plans and the FNB Warrants, FNB is not bound by any date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase relating to, or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of FNB Common Stock capital stock or any other voting or equity securities of FNB or ownership interest in CenterState, or contracts, commitments, understandings or arrangements by which CenterState may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in CenterState, or that otherwise obligate CenterState to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “CenterState Securities”). Other than CenterState Equity Awards, no equity or equity-based awards (including any cash awards where the amount of payment is determined, in whole or in part, based on the price of any capital stock of CenterState or any securities representing of its Subsidiaries) are outstanding. No CenterState Subsidiary owns any capital stock of CenterState. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which CenterState or any of its Subsidiaries is a party with respect to the right to purchase voting or otherwise receive any shares transfer of FNB CenterState Common Stock. The shares , capital stock or other voting or equity securities or ownership interests of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive CenterState or granting any shareholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of FNB Raritan consists of 500,000,000 3,500,000 shares of FNB Raritan Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 2,00,000 shares of preferred stock, $0.01 .01 par value per share (the “FNB "Raritan Preferred Stock”"), of which, as . As of the date hereof, there were 2,373,569 shares of this Agreement, 110,877 shares were Raritan Common Stock issued and outstanding, and 214,405 shares issued and held in the treasury, and no shares of Raritan Preferred Stock outstanding. As of June 30the date hereof, 2021, 9,904,433 there were 264,812 shares of FNB Raritan Common Stock were held in FNB’s treasuryissuable upon exercise of outstanding Raritan Options (the "Option Shares") granted to, directors and officers of Raritan or the Bank pursuant to the Raritan Option Plans. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for The Raritan Disclosure Schedule sets forth (i) 12,087,867 shares all options which may be exercised for issuance of FNB Raritan Common Stock reserved for issuance and the terms upon exercise of which the options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)may be exercised, and (ii) no shares true and complete copies of FNB Common Stock reserved for issuance each of the Raritan Option Plans and a specimen of each form of agreement pursuant to warrants which any outstanding stock option was granted, including a list of each outstanding stock option issued to the Treasury Department (the “FNB Warrants”)pursuant thereto. All of the issued and outstanding shares of FNB Raritan Common Stock have beenStock, and all issued and outstanding shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii)capital stock of each Raritan Subsidiary, when issued in accordance with the terms of the stock plans, warrants have been duly authorized and other instruments referred to in those clauses, will be duly authorized, validly issued, are fully paid paid, and nonassessable nonassessable. The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, $2.00 par value and no shares of preferred stock. All of the outstanding shares of capital stock of each Raritan Subsidiary are owned by Raritan and are free and clear of preemptive rightsany liens, with no personal liability attaching to the ownership thereofencumbrances, charges, restrictions or rights of third parties. Except pursuant to this Agreement, for the FNB Stock Plans Raritan Options and the FNB WarrantsUnited Stock Option, FNB neither Raritan nor any Raritan Subsidiary has or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the transfer, purchase or issuance of any shares of FNB Common Stock capital stock of Raritan or any other equity securities of FNB Raritan Subsidiary or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such shares, and there are no agreements or understandings with respect to voting of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsany such shares.

Capitalization. (a) The authorized capital stock of FNB Parent consists of 500,000,000 150,000,000 shares of FNB Parent Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 5,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)value, of which, as which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, 110,877 there are (i) 51,121,789 shares were of Parent Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 (ii) 768,418 shares of FNB Parent Common Stock were held in FNB’s treasury. As of June 30, 2021, no (iii) 2,480,916 shares of FNB Parent Common Stock or FNB Preferred Stock were reserved for issuanceissuance in respect of awards of restricted Parent Common Stock (“Parent Restricted Stock Awards”) or upon the exercise of stock options granted under Parent’s 2011 Stock Incentive Plan, except for Parent’s 2006 Stock Incentive Plan, the Sun Bancorp, Inc. Omnibus Stock Incentive Plan, the Sun Bancorp, Inc. 2010 Stock Based-Incentive Plan, the Sun Bancorp, Inc. 2004 Stock Based-Incentive Plan, the Cape Bancorp, Inc. 2008 Equity Incentive Plan, the Colonial Financial Services, Inc. 2011 Equity Incentive Plan, the Ocean Shore Holding Co. 2005 Equity Incentive Plan or the Ocean Shore Holding Co. 2010 Incentive Plan, as applicable (isuch stock options, together with the Parent Restricted Stock Awards, the “Parent Equity Awards”), (iv) 12,087,867 27,339 shares of FNB Parent Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee and director stock plans warrants assumed in connection with the acquisition of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), Colonial American Bank and (iiv) no other shares of FNB Common Stock capital stock or equity or voting securities of Parent issued, reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)or outstanding. All of the issued and outstanding shares of FNB Parent Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of any preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Parent may vote. Other than the Parent Equity Awards issued prior to the date of this Agreement, as of the FNB Stock Plans and the FNB Warrantsdate of this Agreement, FNB is not bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Parent to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the voting or transfer of any character calling for the purchase or issuance of any shares of FNB Parent Common Stock or any other equity securities interests of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsParent.

Capitalization. (a) The authorized capital stock of FNB Hanover consists of 500,000,000 200,000,000 shares of FNB Hanover Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 3,000,000 shares of preferred stock, par value $0.01 par value per share (the “FNB Hanover Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30January 31, 20212007 (the “Cut-off Time”), 9,904,433 shares of FNB Common Stock there were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 103,992,759 outstanding shares of FNB Hanover Common Stock (which includes outstanding restricted stock), (ii) 2,533,037 shares of Hanover Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee outstanding Hanover Options and director restricted stock plans of FNB in effect as of the date of this Agreement units, (the “FNB Stock Plans”), and (iiiii) no outstanding shares of FNB Hanover Preferred Stock, (iii) 4,369,882 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 4.75% Convertible Senior Notes due 2008, (iv) 9,583,338 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 4.75% Convertible Senior Notes due 2014 and (v) 3,688,654 shares of Hanover Common Stock reserved for issuance upon conversion of Hanover’s outstanding 7.25% Convertible Junior Subordinated Notes due 2029. From the Cut-off Time to the date of this Agreement, no additional shares of Hanover Common Stock have been issued (other than pursuant to warrants Hanover Options which were outstanding as of the Cut-off Time and are included in the number of shares of Hanover Common Stock reserved for issuance upon exercise of outstanding Hanover Options in (ii) above), no additional Hanover Options have been issued to or granted, and there has been no increase in the Treasury Department (number of shares of Hanover Common Stock issuable upon exercise of the “FNB Warrants”)Hanover Options from the number issuable under such Hanover Options as of the Cut-off Time. All of the such issued and outstanding shares of FNB Hanover Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, except as set forth in this Section 5.3, there are no outstanding shares of capital stock and there are no options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments which obligate Hanover or any of its Subsidiaries to issue, transfer, sell or register any shares of capital stock or other voting securities of Hanover or any of its Subsidiaries. Except for the Convertible Notes, Hanover has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Hanover on any matter.

Capitalization. (ai) The authorized capital stock of FNB Virata -------------- consists of 500,000,000 (A) 450,000,000 shares of FNB Virata Common Stock, of which, as of June 30September 28, 20212001, 319,465,156 shares 63,871,593shares were issued and outstanding, outstanding and 20,000,000 51,261 shares were held in treasury and (B) 5,000,000 shares of preferred stock, $0.01 par value $0.001 per share, of Virata (the “FNB "Virata Preferred Stock”," together with the ---------------------- Virata Common Stock, the "Virata Capital Stock"), of whichwhich no shares are issued -------------------- and outstanding. From September 28, as of 2001 to the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Virata Capital Stock or FNB Preferred Stock were reserved for issuance, have been issued except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon pursuant to the exercise of options issued or available for issuance pursuant to granted under employee and director stock plans of FNB Virata and its Subsidiaries in effect as of the date of this Agreement hereof (the “FNB "Virata Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”"). All of ------------------ the issued and outstanding shares of FNB Virata Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except pursuant to the FNB terms of options and stock issued pursuant to Virata Stock Plans Plans, Virata ESPP and the FNB WarrantsVirata Rights, FNB Virata does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Virata Capital Stock or any other equity securities of FNB Virata or any securities of Virata representing the right to purchase or otherwise receive any shares of FNB Common Virata Capital Stock. The As of September 28, 2001, no shares of FNB Virata Capital Stock were reserved for issuance, except for 19,278,820shares of Virata Common Stock to be issued reserved for issuance upon the exercise of stock options pursuant to the Merger have been duly authorized andVirata Stock Plans, when issued 1,464,740shares of Virata Common Stock reserved for issuance under the Virata ESPP, and delivered 500,000 shares of Series A Preferred Stock reserved for issuance in accordance connection with the terms Virata Rights Agreement. Virata has no Voting Debt issued or outstanding. As of September 28, 2001, 13,798,529shares of Virata Common Stock are subject to outstanding Virata Stock Options. Since September 28, 2001, except as permitted by this Agreement, will be validly (A) no Virata Common Stock has been issued except in connection with the exercise of issued and outstanding Virata Stock Options and (B) no options, warrants, securities convertible into, or commitments with respect to the issuance of, shares of Virata Common Stock have been issued, fully paid, nonassessable and free of preemptive rightsgranted or made.

Capitalization. (a) The authorized capital stock of FNB JAXB consists only of 500,000,000 (i) 20,000,000 shares of FNB Voting Common Stock, of which, which 3,480,961 are issued and outstanding as of June 30the date of this Agreement, 2021(ii) 5,000,000 shares of Nonvoting Common Stock, 319,465,156 shares were of which 2,315,321 are issued and outstandingoutstanding as of the date of this Agreement, and 20,000,000 (iii) 10,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are issued and outstanding as of the date of this Agreement. Such issued and outstanding shares of JAXB Common Stock constitute all of the issued and outstanding capital stock of JAXB as of the date of this Agreement, and have been duly authorized, validly issued and are fully paid and nonassessable. None of the shares of JAXB Common Stock have been issued or disposed of in violation of any preemptive rights of any Person. As of the date of this Agreement, 129,375 shares of Voting Common Stock were reserved for issuance upon the exercise of outstanding JAXB Stock Options, 2,658 shares of Voting Common Stock were reserved for issuance upon the vesting and settlement of outstanding JAXB Restricted Stock Unit Awards and 214,791 shares of Voting Common Stock were available for future grants of equity awards under the JAXB Stock Incentive Plan. JAXB has furnished to ABCB a true, complete copy of the JAXB Stock Incentive Plan, and Schedule 3.6(a) sets forth a complete and correct list of all participants in the JAXB Stock Incentive Plan as of the date hereof and identifies the number of shares of Voting Common Stock subject to JAXB Stock Options or JAXB Restricted Stock Unit Awards held by each participant therein, the exercise price or prices of such JAXB Stock Options, and the date on which each JAXB Stock Option or JAXB Restricted Stock Unit Award was granted, vests or becomes exercisable (the “FNB Preferred Stock”as applicable), of whichand expires (if applicable). Except as disclosed in Schedule 3.6(a), as of the date of this Agreement, 110,877 shares were no trust preferred or subordinated debt securities of JAXB or any of its Subsidiaries are issued and or outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, JAXB currently has no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB election in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants defer interest payments with respect to any trust preferred securities or related debentures issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock it or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsits Affiliates.

Capitalization. (a) The authorized capital stock of FNB Yadkin consists of 500,000,000 33,333,333 shares of FNB Common Stockcommon stock, of which, as of June 30the date of this Agreement (the “Yadkin Capitalization Date”), 2021, 319,465,156 13,728,989 shares of Yadkin Common Stock were issued and outstandingoutstanding and 654,997 shares of Non-Voting Common Stock (the “Yadkin Non-Voting Common Stock”), and 20,000,000 1,000,000 shares of preferred stock, $0.01 par value stock (the “FNB Yadkin Preferred Stock”), of which, as of the date Yadkin Capitalization Date, 24,158 shares of this AgreementFixed Rate Cumulative Perpetual Preferred Stock, 110,877 Series T, no par value, stated liquidation amount $1,000 per share (the “Yadkin Series T Preferred Stock”) were issued and outstanding and 4,247 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series T-ACB, no par value, stated liquidation amount $1,000 per share, of Yadkin (the “Yadkin Series T-ACB Preferred Stock”) were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021the Yadkin Capitalization Date, no shares of FNB Yadkin Common Stock or FNB Yadkin Preferred Stock were reserved for issuance, except for (i) 12,087,867 51,673 shares of FNB Yadkin Common Stock underlying options currently outstanding; 315,998 shares of Yadkin Common Stock available in connection with future grants of stock options, restricted stock and other equity-based awards, in each case reserved for issuance pursuant to the Yadkin Stock Plans; and 654,997 shares of Yadkin Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as connection with the conversion of the date of this Agreement (Yadkin Non-Voting Common Stock. The Yadkin Common Stock and the Yadkin Preferred Stock are sometimes collectively referred to herein as the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). Yadkin Capital Stock.” All of the issued and outstanding shares of FNB Common Yadkin Capital Stock have beenbeen duly authorized and validly issued and are fully paid, non-assessable and all free of preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of Yadkin having the right to vote on any matters on which its shareholders may vote are issued or outstanding. Except as set forth in Section 3.2(a) of the Yadkin Disclosure Schedule, as of the date of this Agreement, except pursuant to this Agreement, including with respect to the Yadkin Stock Plans as set forth herein, Yadkin does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of FNB Common Stock reserved for issuance as described in Yadkin Capital, or any other equity securities of Yadkin or any securities representing the foregoing clauses right to purchase or otherwise receive any shares of Yadkin Capital Stock, or other equity securities of Yadkin. As of the date of this Agreement, there are no contractual obligations of Yadkin or any of its Subsidiaries (i) – to repurchase, redeem or otherwise acquire any shares of capital stock of Yadkin or any equity security of Yadkin or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Yadkin or its Subsidiaries or (ii) pursuant to which Yadkin or any of its Subsidiaries is or could be required to register shares of Yadkin capital stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”), when . The shares of Yadkin Common Stock to be issued in accordance with pursuant to the terms of the stock plans, warrants and other instruments referred to in those clauses, Mergers will be duly authorizedauthorized and validly issued and, validly issuedat the Effective Time, all such shares will be fully paid and nonassessable paid, non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Other than as set forth on Section 3.2(a) of the Yadkin Disclosure Schedule, no options or other equity-based awards are outstanding as of the Yadkin Capitalization Date. Except pursuant to this Agreementas set forth on Section 3.2(a) of the Yadkin Disclosure Schedule, since December 31, 2012 through the FNB Stock Plans and the FNB Warrantsdate hereof, FNB is Yadkin has not bound by any outstanding subscriptions, options, warrants, calls, commitments (A) issued or agreements of any character calling for the purchase or issuance of repurchased any shares of FNB Common Stock Yadkin Capital Stock, or any other equity securities of FNB Yadkin or (B) issued or awarded any options, restricted shares or any securities representing other equity-based awards under the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Yadkin Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsPlans.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of Meadowbrook consists of 75,000,000 shares of Meadowbrook Common Stock and 1,000,000 shares of preferred stock, par value $.01 per share (“Meadowbrook Preferred Stock”). No other capital stock is authorized. As February 15, 2008, there were 37,019,966 shares of Meadowbrook Common Stock and no shares of Meadowbrook Preferred Stock issued and outstanding. As of June 30, 2021, 9,904,433 and no shares of FNB Meadowbrook Common Stock were held in FNBMeadowbrook’s treasury. As of June 30, 2021the date of this Agreement, no shares of FNB Meadowbrook Common Stock or FNB Meadowbrook Preferred Stock were reserved for issuance, except for (i) 12,087,867 that 2,000,000 shares of FNB Meadowbrook Common Stock were reserved for issuance upon the exercise of long-term stock awards, stock options issued or available for issuance and other equity-type rewards pursuant to employee the Meadowbrook Insurance Group, Inc. Amended and director stock plans of FNB in effect as of Restated 1995 Stock Option Plan and the date of this Agreement Meadowbrook Insurance Group, Inc. Amended and Restated 2002 Stock Option Plan (the “FNB Meadowbrook Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Meadowbrook Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreementfor the stock options set forth above, the FNB Stock Plans Meadowbrook does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Meadowbrook Common Stock or Meadowbrook Preferred Stock or any other equity securities of FNB Meadowbrook or any securities representing the right to purchase or otherwise receive any shares of FNB Meadowbrook Common Stock or Meadowbrook Preferred Stock. The shares of FNB Meadowbrook Common Stock to be issued pursuant to the Merger have been will be duly authorized and validly issued and, when issued and delivered in accordance with at the terms of this AgreementEffective Time, all such shares will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of Newcourt consists of an unlimited number of Newcourt Common Shares, an unlimited number of special shares were issued (the "Newcourt Special Shares") and outstandingan unlimited number of Class A preference shares (the "Newcourt Class A Preferred Shares"). As of June 30February 19, 20211999, 9,904,433 shares of FNB there were 148,374,321 Newcourt Common Stock were Shares outstanding and no Newcourt Common Shares held in FNB’s treasuryby Newcourt as treasury stock. As of June 30March 1, 20211999, no shares of FNB Common Stock or FNB Preferred Stock there were reserved for issuance, except for (i) 12,087,867 shares of FNB no Newcourt Common Stock Shares reserved for issuance upon exercise of outstanding stock options issued or available otherwise, except for (x) 6,500,020 Newcourt Common Shares reserved for issuance pursuant to employee options outstanding under the Newcourt Option Plan and director stock plans of FNB in effect as (y) 22,256,148 Newcourt Common Shares reserved for issuance upon exercise of the date of this option granted to CIT pursuant to the Stock Option Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock Newcourt Special Shares or Newcourt Class A Preference Shares issued or outstanding, held in Newcourt's treasury or reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)upon exercise of outstanding stock options or otherwise. All of the issued and outstanding shares of FNB Newcourt Common Stock Shares have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant as referred to this Agreementabove or reflected in Section 4.2(a) of the Newcourt Disclosure Schedule, the FNB Stock Plans Newcourt does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Newcourt Common Stock Shares, Newcourt Special Shares or Newcourt Class A Preferred Shares or any other equity securities security of FNB Newcourt or any securities representing the right to purchase or otherwise receive any shares Newcourt Common Shares or any other equity security of FNB Common StockNewcourt. The names of the optionees, the date of each option to purchase Newcourt Common Shares granted, the number of shares subject to each such option, the expiration date of FNB Common Stock to each such option, and the price at which each such option may be issued pursuant to exercised under the Merger have been duly authorized and, when issued and delivered Newcourt Option Plan are set forth in accordance with Section 4.2(a) of the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsNewcourt Disclosure Schedule.

Capitalization. (a) The authorized capital stock of FNB Cameron consists of 500,000,000 400,000,000 shares of FNB Cameron Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 10,000,000 shares of preferred stock, par value $0.01 par value per share (the “FNB Cameron Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30August 21, 20212015, 9,904,433 shares of FNB Common Stock there were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 190,615,263 outstanding shares of FNB Cameron Common Stock and 72,496,209 shares of Cameron Common Stock held in the treasury of Cameron, (ii) 3,739,386 shares of Cameron Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement outstanding Cameron Options, (the “FNB Stock Plans”), and (iiiii) no 1,233,874 shares of FNB Cameron Common Stock reserved for issuance pursuant to warrants issued under outstanding Cameron Restricted Stock Unit Awards, (iv) 115,099 shares of Cameron Common Stock reserved for issuance under outstanding Cameron Deferred Stock Unit Awards, (v) 562,794 shares of Cameron Common Stock reserved for issuance under outstanding Cameron Performance Share Awards, (vi) 67,977 shares of Cameron Common Stock (rounded up to the Treasury Department nearest whole share) reserved for issuance under outstanding phantom shares under the Cameron International Corporation Deferred Compensation Plan, the Cameron International Deferred Compensation Plan for Non-Employee Directors and the OneSubsea LLC Nonqualified Deferred Compensation Plan (collectively, the “FNB WarrantsCameron Deferred Compensation Plans”), which are payable in whole or in part in shares of Cameron Common Stock, (vii) no issued or outstanding shares of restricted Cameron Common Stock the restrictions on which have not previously lapsed and (viii) no issued or outstanding shares of Cameron Preferred Stock. All of the issued and outstanding shares of FNB Cameron Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when and validly issued and delivered are fully paid and nonassessable. Except as set forth in accordance with this Section 5.3 and except for changes since the close of business on August 21, 2015 resulting from the exercise of employee stock options or settlement of Cameron Restricted Stock Unit Awards, Cameron Deferred Stock Unit Awards or Cameron Performance Share Awards outstanding on such date or other securities issued as permitted by Section 8.1, there are outstanding (A) no shares of capital stock or other voting securities of Cameron, (B) no Cameron Options and (C) (1) no options, warrants or other rights to acquire from Cameron any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for capital stock, voting securities or ownership interests in, Cameron and (2) no preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Cameron, obligating Cameron to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for capital stock, voting securities or other ownership interests in, Cameron or obligating Cameron to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (A), (B) and (C) being referred to collectively as “Cameron Securities”). Except as required by the terms of this Agreementany Cameron Options, will be validly issuedCameron Restricted Stock Unit Awards, fully paidCameron Deferred Stock Unit Awards or Cameron Performance Share Awards outstanding as of the date hereof or issued as permitted by Section 8.1, nonassessable and free there are no outstanding obligations of preemptive rightsCameron or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Cameron Securities.

Capitalization. (a) The authorized capital stock of FNB ProCentury consists of 500,000,000 shares of FNB 20,000,000 ProCentury Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Shares and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB 1,000,000 ProCentury Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstandingShares. No other capital stock is authorized. As of June 30February 18, 20212008, 9,904,433 shares of FNB there are (x) 13,403,367 ProCentury Common Stock were Shares issued and outstanding and no ProCentury Common Shares held in FNBProCentury’s treasury. As of June 30, 2021, (y) no shares of FNB ProCentury Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock Shares reserved for issuance upon exercise of outstanding stock options issued or available otherwise except for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB 808,496 ProCentury Common Stock Shares reserved for issuance pursuant to warrants the ProCentury stock option plans (“ProCentury Option Plans”) and (z) no ProCentury Preferred Shares issued to and outstanding. Section 4.2(a) of the Treasury Department ProCentury Disclosure Schedule sets forth all of the ProCentury Option Plans and all grantees holding unexercised and unexpired ProCentury Options as of the date hereof (the “FNB WarrantsProCentury Optionholder”), including the name of each such ProCentury Optionholder, the date on which each ProCentury Option was granted, the number of ProCentury Options held, the expiration date of each ProCentury Option, the price at which each ProCentury Option may be exercised under the ProCentury Option Plans, the number of ProCentury Common Shares subject to each ProCentury Option, the type of grant and the status of the ProCentury Option grant as qualified or non-qualified under Section 422 of the Code. All of the issued and outstanding shares of FNB ProCentury Common Stock Shares have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant as referred to this Agreementabove, the FNB Stock Plans and the FNB Warrants, FNB ProCentury is not bound by a party to any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB ProCentury Common Stock Shares or ProCentury Preferred Shares or any other equity securities security of FNB ProCentury or any securities representing the right to purchase or otherwise receive any shares ProCentury Common Shares or ProCentury Preferred Shares or any other equity security of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsProCentury.

Capitalization. (a) The authorized capital stock of FNB ICBC consists of 500,000,000 125,000,000 shares of FNB ICBC Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 25,000,000 shares of preferred stock, $0.01 no par value (the “FNB "ICBC Preferred Stock”"), of which, as . As of the date of this Agreement, 110,877 shares there were issued and outstanding. As of June 30, 2021, 9,904,433 54,460,004 shares of FNB ICBC Common Stock were outstanding, no shares of ICBC Preferred Stock outstanding and 21,583,746 shares of ICBC Common Stock held in FNB’s ICBC's treasury. As of June 30, 2021the date of this Agreement, no shares of FNB ICBC Common Stock or FNB ICBC Preferred Stock were reserved for issuance, except for (i) 12,087,867 an aggregate of 6,570,340 shares of FNB ICBC Common Stock reserved for issuance (i) upon the exercise of stock options issued or available for issuance pursuant to employee the 1998 Stock Option Plan and director stock plans of FNB in effect as of the date of this Agreement 2002 Stock Incentive Plan (the “FNB "ICBC Stock Option Plans”), ") and (ii) no shares in payment of FNB Common Stock reserved for issuance directors' fees pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)Directors' Fee Plan. All of the issued and outstanding shares of FNB ICBC Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except (i) as set forth in Section 5.2 of the FNB Stock Plans ICBC Disclosure Schedule, and the FNB Warrants(ii) as set forth elsewhere in this Section 5.2, FNB ICBC does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB ICBC Common Stock or ICBC Preferred Stock or any other equity securities of FNB ICBC or any securities representing the right to purchase or otherwise receive any shares of FNB ICBC Common Stock or ICBC Preferred Stock. The shares of FNB ICBC Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with at the terms of this AgreementEffective Time, all such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of FNB IBSF consists of 500,000,000 25,000,000 shares of FNB IBSF Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30March 27, 20211998, 9,904,433 there were 10,959,674 shares of FNB IBSF Common Stock were held in FNB’s treasuryissued and outstanding and 650,049 treasury shares. As of June 30March 27, 20211998, no there were 1,275,503 shares of FNB IBSF Common Stock or FNB Preferred Stock were reserved for issuance, except for issuable upon exercise of outstanding stock options. The IBSF Disclosure Schedule contains (i) 12,087,867 shares a list of FNB Common all Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee Options, their strike prices and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)expiration dates, and (ii) no shares true and complete copies of FNB Common the IBSF Stock reserved for issuance Option Plan and a specimen of each form of Option Grant Agreement pursuant to warrants which any outstanding Stock Option was granted, including a list of each outstanding Stock Option issued to the Treasury Department (the “FNB Warrants”)pursuant thereto. All of Stock Options will be fully vested on the issued and outstanding shares of FNB Common Stock have beenClosing Date, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued each case in accordance with the terms of the IBSF Stock Option Plan and Option Grant Agreements pursuant to which such Stock Options were granted. All issued and outstanding shares of IBSF Common Stock, and all issued and outstanding shares of capital stock plansof each IBSF Subsidiary, warrants have been duly authorized and other instruments referred to in those clauses, will be duly authorized, validly issued, are fully paid and paid, nonassessable and free of preemptive rightsrights and are free and clear of any liens, with no personal liability attaching to the ownership thereofencumbrances, charges, restrictions or rights of third parties imposed by IBSF or any IBSF Subsidiary. Except pursuant to this Agreement, for the FNB Stock Plans Options listed on the IBSF Disclosure Schedule and the FNB WarrantsHUBCO Stock Option, FNB neither IBSF nor the Association has granted nor is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase transfer, purchase, subscription or issuance of any shares of FNB Common Stock capital stock of IBSF or any other equity securities of FNB the Association or any securities representing the right to purchase purchase, subscribe or otherwise receive any shares of FNB Common Stock. The shares such capital stock or any securities convertible into any such shares, and there are no agreements or understandings with respect to voting of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsany such shares.

Capitalization. (a) The authorized capital stock of FNB ANNB consists of 500,000,000 (i) 10,000,000 shares of FNB ANNB Common Stock, of which, as of June September 30, 20212012, 319,465,156 3,975,471 shares were issued and outstanding, and 20,000,000 (ii) 5,000,000 shares of preferred stock, par value $0.01 par value (the “FNB Preferred Stock”)per share, of which, which as of the date of this Agreementhereof 4,076 shares designated as “Fixed Rate Cumulative Perpetual Preferred Stock, 110,877 shares Series A” were issued and outstanding. As of June September 30, 20212012, 9,904,433 no shares of FNB ANNB Common Stock were held in FNB’s the ANNB treasury and no shares of the ANNB Series A Preferred Stock were held in the ANNB treasury. As of June September 30, 20212012, no shares of FNB ANNB Common Stock or FNB Preferred Stock were reserved for issuance, issuance except for (i) 12,087,867 417,588 shares of FNB ANNB Common Stock reserved for issuance upon the exercise of options ANNB Stock Options and ANNB Share Awards issued or available for issuance pursuant to employee the ANNB Stock Plans (of which 83,414 shares were subject to outstanding ANNB Stock Options and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”43,606 shares were subject to outstanding ANNB Share Awards), and (ii) no 299,706 shares of FNB ANNB Common Stock reserved for issuance pursuant to warrants issued the ANNB Warrant, and (iii) 187,028 shares of ANNB Common Stock reserved for issuance pursuant to the Treasury Department (the “FNB Warrants”)ESPP. All of the issued and outstanding shares of FNB ANNB Common Stock have been, and all shares of FNB ANNB Common Stock reserved for issuance as described in that may be issued upon the foregoing clauses (i) – (ii)exercise of the ANNB Stock Options and the ANNB Warrant will be, when issued in accordance with the terms of the stock plansthereof, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, Agreement and the FNB ANNB Stock Plans or as disclosed in Section 3.2 of the ANNB Disclosure Schedule, ANNB does not have, and the FNB Warrants, FNB is not bound by by, any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB ANNB Common Stock or any other equity securities of FNB ANNB or any securities representing the right to purchase or otherwise receive any shares of FNB ANNB Common Stock. The Set forth in Section 3.2 of the ANNB Disclosure Schedule is a true, correct and complete list of (a) each ANNB Stock Option (such list to include the ANNB Stock Plan or other arrangement under which such options were issued, the number of shares of FNB ANNB Common Stock subject thereto, the vesting schedule thereof and the exercise prices thereof) and (b) each ANNB Share Award (such list to be include the number of shares of ANNB Common Stock subject thereto and the vesting schedule thereof) outstanding under the ANNB Stock Plans or otherwise as of September 30, 2012. Since September 30, 2012 through the date hereof, ANNB has not issued pursuant to or awarded, or authorized the Merger have been duly authorized andissuance or award of, when issued and delivered in accordance with any options, restricted stock units or other equity-based awards under the terms ANNB Stock Plans or otherwise. As of the date of this Agreement, will be validly issuedno bonds, fully paiddebentures, nonassessable and free notes or other indebtedness having the right to vote on any matters on which shareholders of preemptive rightsANNB may vote are issued or outstanding.

Capitalization. (ai) The authorized capital stock of FNB Valero consists of 500,000,000 (A) 600,000,000 shares of FNB Valero Common Stock, Stock (each of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”which includes one Valero Right), of which, as of February 28, 2005, 256,645,166 shares were issued and outstanding and 5,462,610 shares were held in treasury and (B) 20,000,000 shares of preferred stock, par value $0.01 per share, of Valero (the “Valero Preferred Stock,” together with the Valero Common Stock, the “Valero Capital Stock”), of which 10,000,000 shares have been designated as “2% Mandatory Convertible Preferred Stock” (the “Valero Convertible Preferred Stock”) 7,785,224 shares of which were issued and outstanding as of April 11, 2005. From February 28, 2005, to the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Valero Capital Stock or FNB Preferred Stock were reserved for issuance, have been issued except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB Valero in effect as of the date of this Agreement (the “FNB Valero Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Valero Capital Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except pursuant to the FNB terms of options and stock issued pursuant to Valero Stock Plans Plans, the Valero Convertible Preferred Stock and pursuant to the FNB WarrantsValero Rights, FNB Valero does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Valero Capital Stock or any other equity securities of FNB Valero or any securities representing the right to purchase or otherwise receive any shares of FNB Common Valero Capital Stock. The As of February 28, 2005, no shares of FNB Valero Capital Stock were reserved for issuance, except for shares of Valero Common Stock to be issued reserved for issuance upon the exercise of stock options pursuant to the Merger have been Valero Stock Plans and in respect of the employee and director savings, compensation and deferred compensation plans described in the Valero 2005 Proxy Statement and the Valero 2004 10-K and upon the conversion of the Valero Convertible Preferred Stock, and shares of Junior Participating Preferred Stock, Series I, reserved for issuance in connection with the Valero Rights Agreement. Valero has no Voting Debt issued or outstanding. Valero owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Valero, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and, when and validly issued and delivered in accordance with the terms of this Agreement, will be validly issued, are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of Valero has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

Capitalization. (a) The authorized capital stock of FNB HopFed consists of 500,000,000 15,000,000 shares of FNB HopFed Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding$0.01 par value, and 20,000,000 500,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)value, of which, as which no shares of the date preferred stock are issued or outstanding. There are (i) 6,649,190 shares of this Agreement, 110,877 shares were HopFed Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 which number includes 70,839 shares of FNB HopFed Common Stock were granted in respect of outstanding HopFed Restricted Stock Awards, (ii) 1,341,980 shares of HopFed Common Stock held in FNB’s treasury. As of June 30, 2021, and (iii) no other shares of FNB Common Stock capital stock or FNB Preferred Stock were reserved for issuanceother voting securities of HopFed issued, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)outstanding. All of the issued and outstanding shares of FNB HopFed Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to this Agreement, vote on any matters on which shareholders of HopFed may vote. Other than the FNB Stock Plans Indenture and the FNB WarrantsDebt Securities, FNB is not bound by any there are no trust preferred or subordinated debt securities of HopFed that are issued or outstanding. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating HopFed to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of any character calling for the purchase or issuance of any shares of FNB HopFed Common Stock or any other equity securities interests of FNB HopFed, other than the Voting Agreements and a Standstill Agreement as set forth at HopFed Disclosure Schedule 3.2(a). Section 3.2(a) of the HopFed Disclosure Schedule sets forth a true, correct and complete list of all HopFed Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (A) the name of each holder, (B) the number of shares subject to each such HopFed Restricted Stock Award, (C) the vesting and grant date of each such HopFed Restricted Stock Award, (D) the HopFed Stock Plan under which such HopFed Restricted Stock Award was granted, and (E) any outstanding commitments obligating HopFed is issue any such securities. Other than the HopFed Restricted Stock Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of HopFed or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsits Subsidiaries) are outstanding.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 5,000,000 shares of Parent preferred stock, with 300,000 of the 5,000,000 shares of Parent preferred stock designated as fixed rate cumulative perpetual preferred stock, Series A, no par value per share. As of December 31, 2010, there were 129,965,635 shares of Parent Common Stock issued and outstanding and no shares of Parent Common Stock held in Parent’s treasury. As of the date of this Agreement, there were no shares of Parent preferred stock issued and outstanding. As of June 30, 2021, 9,904,433 shares the date of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021this Agreement, no shares of FNB Parent Common Stock or FNB Preferred Stock were reserved for issuance, except for that an aggregate of 1,215,324 shares of Parent Common Stock were either (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon the exercise of stock options issued or available for issuance pursuant to employee and director stock Parent’s equity compensation plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and or (ii) no issuable to former shareholders of banks that have been acquired by Parent who have yet to present their former shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)exchange. All of the issued and outstanding shares of FNB Parent Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except as referred to above or reflected in Section 5.2(a) of the FNB Stock Plans Parent Disclosure Schedule, Parent does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Parent Common Stock or any other equity securities of FNB Parent or any securities representing the right to purchase or otherwise receive any shares of FNB Parent Common StockStock or any other equity securities of Parent. The shares of FNB Parent Common Stock to be issued pursuant to the Merger have been will be duly authorized and validly issued and, when issued and delivered in accordance with at the terms of this AgreementEffective Time, all such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of FNB NewMil consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred NewMil Common Stock”), of which, as . As of the date hereof, there are (x) 4,074,102 shares of this Agreement, 110,877 shares were NewMil Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 outstanding and 1,916,036 shares of FNB NewMil Common Stock were held in FNBNewMil’s treasury. As of June 30, 2021, no treasury and (y) 285,132 shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB NewMil Common Stock reserved for issuance upon exercise of outstanding stock options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)otherwise. All of the issued and outstanding shares of FNB NewMil Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreementfor the outstanding options under the NewMil Stock Plans, true, complete and accurate copies of which are set forth in Section 3.2 of the FNB Stock Plans NewMil Disclosure Schedule, NewMil does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB NewMil Common Stock or any other equity securities security of FNB NewMil or any securities representing the right to purchase or otherwise receive any shares of FNB NewMil Common StockStock or any other equity security of NewMil. The names of the optionees, the date each option to purchase NewMil Common Stock was granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the NewMil Stock Plans are set forth in Section 3.2 of the NewMil Disclosure Schedule. Except as set forth on Section 3.2 of the NewMil Disclosure Schedule, since December 31, 2005 NewMil has not issued any shares of FNB its capital stock, or any securities convertible into or exercisable for any shares of its capital stock, other than director or employee stock options granted under the NewMil Stock Plans or shares of NewMil Common Stock to be issued issuable pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with exercise of director or employee stock options granted under the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsNewMil Stock Plans.

Capitalization. (a) The authorized capital stock of FNB PMCT consists of 500,000,000 100,000,000 shares of FNB beneficial interest, which may consist of PMCT Common StockShares or such other types of classes of securities as PMCT's Board of Trust Managers may, of whichfrom time to time, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstandingcreate. As of June 303, 20211998, 9,904,433 (a) there were 6,509,231 shares of FNB PMCT Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options Shares issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), outstanding and (iib) no shares of FNB PMCT Common Stock reserved Shares were held by PMCT in its treasury. PMCT has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for issuance pursuant securities having the right to warrants issued to vote) with the Treasury Department (the “FNB Warrants”)shareholders of PMCT on any matter. All of the such issued and outstanding shares of FNB PMCT Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth on Schedule 7.3 hereto, there are not at the date of this Agreement any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate PMCT or any of the PMCT Subsidiaries to issue, transfer or sell any shares of stock or other equity interest of PMCT or any of the PMCT Subsidiaries, other than the issuance, by PMCT of up to 95,021 PMCT Common Shares upon the exercise of stock options issued to employees and trust managers. There are no agreements or understandings to which PMCT is a party with respect to the voting of any shares of PMCT Common Shares or which restrict the transfer of any such shares, except in order to protect its REIT status. There are no bonds, debentures, notes or other indebtedness of PMCT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of PMCT may vote. There are no outstanding contractual obligations of PMCT or any of the PMCT Subsidiaries to repurchase, redeem or otherwise acquire any shares of PMCT or any capital stock, voting securities or other securities or other ownership interests in any of the PMCT Subsidiaries or make any material investment (in the form of a loan, capital contribution or otherwise) in any person (other than one of the PMCT Subsidiaries).

Capitalization. (a) The authorized capital stock of FNB Xenith consists of 500,000,000 100,000,000 shares of FNB Xenith Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstandingpar value $1.00 per share, and 20,000,000 25,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)$1.00 per share, of which, as which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, 110,877 there are (i) 13,067,356 shares were of Xenith Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 which number includes 128,539 shares of FNB Xenith Common Stock were held granted in FNB’s treasury. As respect of June 30outstanding Xenith Restricted Stock Awards, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Xenith Common Stock held in treasury, (iii) 728,052 shares of Xenith Common Stock subject to outstanding Xenith Stock Options, (iv) 147,082 shares of Xenith Common Stock subject to outstanding Xenith Restricted Stock Unit Awards, (v) 563,760 shares of Xenith Common Stock subject to outstanding warrants to purchase Xenith Common Stock with an exercise price of $11.49 per share of Xenith Common Stock (“Xenith Warrants”), (vi) 925,517 additional shares of Xenith Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department Xenith Benefit Plans and (the “FNB Warrants”)vii) no other shares of capital stock or other voting securities of Xenith issued, reserved for issuance or outstanding. All of the issued and outstanding shares of FNB Xenith Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to this Agreementvote on any matters on which shareholders of Xenith may vote. No trust preferred or, except as set forth in Section 3.2(a) of the FNB Xenith Disclosure Schedule, subordinated debt securities of Xenith are issued or outstanding. Other than Xenith Stock Plans Options, Xenith Restricted Stock Unit Awards and the FNB Xenith Warrants, FNB is not bound by any in each case, issued prior to the date of this Agreement and set forth in this Section 3.2(a), there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating Xenith to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of any character calling for the purchase or issuance of any shares of FNB Xenith Common Stock or any other equity securities interests of FNB Xenith, other than the Voting Agreements and as set forth in Section 3.2(a) of the Xenith Disclosure Schedule. Section 3.2(a) of the Xenith Disclosure Schedule sets forth a true, correct and complete list of all Xenith Equity Awards and Xenith Warrants outstanding as of the date hereof specifying, on a holder-by-holder basis, as applicable, (A) the name of each holder, (B) the number of shares subject to each such Xenith Equity Award and Xenith Warrant, (C) the grant date of each such Xenith Equity Award, (D) the Xenith Benefit Plan under which such Xenith Equity Award was granted, (E) the exercise price for each such Xenith Equity Award that is a Xenith Stock Option and each Xenith Warrant, and (F) the expiration date for each such Xenith Equity Award that is a Xenith Stock Option and each Xenith Warrant. Other than the Xenith Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of Xenith or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsits Subsidiaries) are outstanding.

Capitalization. (a) The authorized capital stock of FNB ICBC consists of 500,000,000 250,000,000 shares of FNB ICBC Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 25,000,000 shares of preferred stock, par value $0.01 par value per share, of ICBC (the “FNB ICBC Preferred Stock”). As of the date hereof, there were 81,875,856 shares of whichICBC Common Stock outstanding (including 3,661,366 unallocated shares of ICBC Common Stock held in the ICBC Employee Stock Ownership Program), as no shares of ICBC Preferred Stock outstanding and 22,367,964 shares of ICBC Common Stock held in ICBC’s treasury. As of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB ICBC Common Stock or FNB ICBC Preferred Stock were reserved for issuance, except for (i) 12,087,867 an aggregate of 6,948,405 shares of FNB ICBC Common Stock reserved for issuance (i) upon the exercise of stock options issued or available for issuance pursuant to employee the 1993 Broad National Incentive Stock Option Plan, 1993 Broad National Directors Non-Statutory Stock Option Plan, 1996 Broad National Incentive Stock Option Plan, 1996 Broad National Bancorporation Directors Non-Statutory Stock Option Plan, Statewide Financial Corp. 1996 Incentive Stock Option Plan, Staten Island Bancorp, Inc. Amended and director stock plans of FNB in effect as of the date of this Agreement Restated 1998 Stock Option Plan, ICBC Community Bank Corp. 1998 Stock Option Plan, ICBC Community Bank Corp. 2002 Stock Incentive Plan and ICBC Community Bank Corp. 2005 Stock Incentive Plan (collectively, the “FNB ICBC Stock Plans”), ) and (ii) no shares in payment of FNB Common Stock reserved for issuance directors fees pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)ICBC’s Directors Fee Plan. All of the issued and outstanding shares of FNB ICBC Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, the FNB Stock Plans except as set forth above, ICBC does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB ICBC Common Stock or ICBC Preferred Stock or any other equity securities of FNB ICBC or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsICBC capital stock (including any rights plan or agreement).

Capitalization. (a) The authorized capital stock Capital Stock of FNB the Company consists of 500,000,000 (i) 150,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 (ii) 10,000,000 shares of preferred stock, $0.01 par value stock (including shares of TARP Preferred Stock) (the “FNB Company Preferred Stock”), . As of which, as the close of business on the date of this Agreement, 110,877 there are 1,765,642 shares were issued of Common Stock outstanding and 33,000 shares of TARP Preferred Stock outstanding. In addition, the TARP Warrant allows for the purchase of 82,363 shares of Common Stock by Treasury at an exercise price of $60.10 per share. As of June 30the close of business on the date of this Agreement, 2021other than in respect of the TARP Preferred Stock, 9,904,433 the TARP Warrant, 135,176 shares of FNB Common Stock were held in FNB’s treasury. As reserved for awards outstanding under the Benefit Plans, and 155,000 shares of June 30, 2021Common Stock reserved for issuance under future awards under the Benefit Plans, no shares of FNB Common Stock or FNB Company Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock and Company Preferred Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant None of the outstanding shares of Capital Stock or other securities of the Company or any of the Company Subsidiaries was issued, sold or offered by the Company or any Company Subsidiary in violation of the Securities Act of 1933, as amended (the “Securities Act”) or the securities or blue sky laws of any state or jurisdiction, or any applicable securities laws in the relevant jurisdictions outside of the United States. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which the stockholders of the Company may vote (“Voting Debt”) are issued and outstanding. The Company has made available to the Investors the following information with respect to each outstanding option to purchase shares of Common Stock (a “Company Option”) or right to acquire shares of Common Stock (“Company Restricted Stock”) under the First Security Group, Inc. 2012 Long-Term Incentive Plan, the First Security Group, Inc. 2002 Long-Term Incentive Plan and the 1999 Long-Term Incentive Plan of First Security Group, Inc. (the “Stock Plans”) which is true and correct as of the date of this Agreement: (A) the name of each holder of Company Options or Company Restricted Stock; (B) the number of shares of Common Stock subject to such Company Option or Company Restricted Stock, and as applicable for each Company Option or Company Restricted Stock, the date of grant, exercise price, number of shares vested or not otherwise subject to repurchase rights, reacquisition rights or other applicable restrictions as of the date of this Agreement, vesting schedule or schedule providing for the FNB Stock Plans lapse of repurchase rights, reacquisition rights or other applicable restrictions, the type of Company Option and the FNB WarrantsStock Plan or other plan under which such Company Options were granted or purchased; and (C) whether, FNB in the case of a Company Option, such Company Option is an Incentive Stock Option (within the meaning of the Code). The Company has made available to the Investors copies of each form of stock option agreement evidencing outstanding Company Options and has also delivered any other stock option agreements to the extent there are variations from the form of agreement, specifically identifying the holder(s) to whom such variant forms apply. As of the date of this Agreement, except for (x) the outstanding Company Options described in this Section 2.2(c) and on Section 2.2(c) of the Disclosure Schedule and (y) as set forth elsewhere in this Section 2.2(c), the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of of, or securities or rights convertible into or exchangeable or exercisable for, any shares of FNB Common Stock or Company Preferred Stock or any other equity securities of FNB the Company or Voting Debt or any securities representing the right to purchase or otherwise receive any shares of FNB Common StockCapital Stock of the Company (including any rights plan or agreement). The shares Each Company Option under the Stock Plans (i) was granted in compliance with all applicable Laws and all of FNB the terms and conditions of the Stock Plans pursuant to which it was issued, (ii) has an exercise price equal to or greater than the fair market value of a share of Common Stock at the close of business on the date of such grant, (iii) has a grant date identical to or following the date on which the Company’s Board of Directors or compensation committee actually awarded such Company Option, (iv) otherwise is exempt from or complies with Section 409A of the Code so that the recipient of such Company Option is not subject to the additional taxes and interest pursuant to Section 409A of the Code and (v) except for disqualifying dispositions, qualifies for the tax and accounting treatment afforded to such Company Option in the Company’s tax returns and the Company’s financial statements, respectively. There are no securities or instruments containing anti-dilution or similar provisions that will be issued triggered by the issuance of Common Shares pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with transactions contemplated by the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsTransaction Documents.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of CIT consists of 700,000,000 shares of CIT Common Stock, 510,000,000 shares of Class B Common Stock, par value $0.01 per share ("CIT B Stock"), and 50,000,000 shares of preferred stock, par value $0.01 per share ("CIT Preferred Stock"). As of March 1, 1999, there were 162,051,244 shares of CIT Common Stock, no shares of CIT B Stock and no shares of CIT Preferred Stock issued and outstanding. As of June 30, 2021, 9,904,433 and 1,093,635 shares of FNB CIT Common Stock were held in FNB’s CIT's treasury. As of June 30, 2021the date of this Agreement, no shares of FNB CIT Common Stock or FNB CIT Preferred Stock were reserved for issuance, except for that (i) 12,087,867 13,003,000 shares of FNB CIT Common Stock were reserved for issuance upon the exercise of stock options issued or available for issuance pursuant to employee the Employee Long Term Equity Compensation Plan and director stock plans of FNB in effect as of the date of this Agreement Employee Stock Purchase Plan (collectively, the “FNB "CIT Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”"). All of the issued and outstanding shares of FNB CIT Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except as referred to above or reflected in Section 5.2(a) of the FNB Stock Plans CIT Disclosure Schedule, CIT does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB CIT Common Stock or CIT Preferred Stock or any other equity securities of FNB CIT or any securities representing the right to purchase or otherwise receive any shares of FNB CIT Common Stock or CIT Preferred Stock. The shares of FNB CIT Common Stock to be issued pursuant to the Merger Arrangement or upon exchange from time to time of the Exchangeable Shares have been duly authorized and, when issued and delivered in accordance with the terms on their respective dates of this Agreementissue, such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of FNB Lambda consists of 500,000,000 90,000,000 shares of FNB Lambda Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 10,000,000 shares of preferred stock, $0.01 par value $0.001 per share (the “FNB Lambda Preferred Stock”). As of July 10, 2021 (the “Measurement Date”), (i) 10,107,084 shares of which, as of the date of this Agreement, 110,877 shares were Lambda Common Stock are issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Lambda Common Stock are held in Lambda’s treasury, (iii) no shares of Lambda Common Stock are held by any of the Lambda Subsidiaries, (iv) 966,184 shares of Lambda Common Stock are issuable pursuant to stock incentive plans of Lambda (“Lambda Stock Plans”), which includes: 564,917 shares issuable in respect of Lambda RSUs (assuming performance-based vesting conditions are deemed achieved in full in the case of Lambda RSUs subject to performance-based vesting conditions (which, for the avoidance of doubt, shall result in a number of Lambda RSUs vesting equal to the number of Lambda RSUs granted to the applicable participant on the applicable grant date and not any greater number)), and 254,683 shares of Lambda Common Stock reserved for issuance pursuant the grant of additional awards under Lambda Stock Plans, (v) Tranche 1 Warrants to warrants purchase 555,555 shares of Lambda Common Stock and Tranche 2 Warrants to purchase 555,555 shares of Lambda Common Stock are issued to the Treasury Department and outstanding and (the “FNB Warrants”)vi) no shares of Lambda Preferred Stock are issued and outstanding. All of the issued and outstanding shares of FNB Common Stock capital stock of Lambda have beenbeen duly authorized and validly issued, and are fully paid and nonassessable and are not subject to any preemptive right, and all shares of FNB Lambda Common Stock reserved for issuance as described in which may be issued pursuant to the foregoing clauses (i) – (ii)vesting of Lambda RSUs will be, when issued in accordance with the terms of the stock plansthereof, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free not subject to any preemptive right. Except as described in clause (iv) of preemptive rightsthis Section 2.4(a), there are not any phantom stocks or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of Lambda and there are no outstanding stock appreciation rights with no personal liability attaching respect to the ownership thereofcapital stock of Lambda. Except pursuant to this AgreementOther than Lambda Common Stock and Lambda Preferred Stock, there are no other authorized classes of capital stock of Lambda. At the Closing, the FNB Stock Plans Tranche 2 Warrants will remain unvested and the FNB Warrants, FNB is not bound by expire according to their terms without any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant entitlement to the Merger have been duly authorized and, when issued and delivered Consideration in accordance with the terms of this the Tranche 2 Warrant Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of FNB Bancorp consists of 500,000,000 (i) 250,000,000 shares of FNB Bancorp Common Stock, of which, which as of June 30December 31, 20211995, 319,465,156 150,592,468 shares were issued and outstanding, outstanding and 20,000,000 (ii) 50,000,000 shares of preferred stockPreferred Stock, $0.01 no par value (the “FNB "Bancorp Preferred Stock”"), of which, which as of the date of this AgreementDecember 31, 110,877 1995, 6,000,000 shares designated as Series A were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Bancorp Common Stock and Bancorp Preferred Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except for shares of Bancorp Common Stock reserved for issuance pursuant to the FNB Stock Bancorp Benefit Plans (as defined below), and (iii) Bancorp's dividend reinvestment and stock purchase plan (the FNB Warrants"Bancorp DRIP"), FNB Bancorp does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Bancorp Common Stock or Bancorp Preferred Stock or any other equity securities of FNB Bancorp or any securities representing the right to purchase or otherwise receive any shares of FNB Bancorp Common Stock or Bancorp Preferred Stock. As of December 31, 1995, 12,277,723 shares of Bancorp Common Stock were reserved for issuance pursuant to the Bancorp DRIP and Bancorp Benefit Plans and no shares of Bancorp Preferred Stock were reserved for issuance. As of the date of this Agreement, since December 31, 1995, Bancorp has not issued any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than pursuant to (i) the exercise of employee stock options granted prior to such date, (ii) the Bancorp Option Agreement, (iii) the Bancorp DRIP, (iv) the Bancorp Employee Investment Plan, and (v) the grant of options to non-employee directors. The shares of FNB Common Bancorp Capital Stock to be issued pursuant to the Merger have been will be duly authorized and validly issued and, when issued and delivered in accordance with at the terms of this AgreementEffective Time, all such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of FNB Sunbeam consists of 500,000,000 shares of FNB Sunbeam Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 2,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)$.01 per share, of which, as Sunbeam. As of the date hereof, (i) 100,860,129 shares of this Sunbeam Common Stock were issued and outstanding (excluding any shares of Sunbeam Common Stock issued upon the exercise of Sunbeam Stock Options (as defined below) since August 6, 1998); (ii) 7,199,452 shares of Sunbeam Common Stock were issuable upon the consummation of the Coleman Merger Agreement, 110,877 ; (iii) 13,242,050 shares of Sunbeam Common Stock were issuable in accordance with the terms of the Zero Coupon Convertible Senior Subordinated Debentures due 2018 of the Company; and (iv) no shares of Sunbeam preferred stock were issued and outstanding. As of June 30the date hereof, 2021, 9,904,433 not more than 9,000,000 shares of FNB Sunbeam Common Stock were issuable upon exercise of vested and unvested employee and non-employee stock options (the "Sunbeam Stock Options") outstanding under all stock option plans of Sunbeam or granted pursuant to employment agreements (although Sunbeam is contesting the validity of certain of such Sunbeam Stock Options). As of the date hereof, no shares of Sunbeam Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)treasury shares. All of the issued and outstanding shares of FNB Sunbeam Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, are validly issued, fully paid and nonassessable and free of preemptive rights. As of the date hereof, with except as set forth above, there are no personal liability attaching to the ownership thereof. Except pursuant to this Agreementshares of capital stock of Sunbeam issued or outstanding or, the FNB Stock Plans and the FNB Warrantsexcept as set forth above, FNB is not bound by any outstanding subscriptions, options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Sunbeam to issue, transfer, sell, redeem, repurchase or agreements of any character calling for the purchase or issuance of otherwise acquire any shares of FNB Common Stock its capital stock or any other equity securities, or the capital stock or securities of FNB Sunbeam. There are no notes, bonds, debentures or any securities representing other indebtedness of Sunbeam having the right to purchase vote (or otherwise receive convertible into or exchangeable for securities having the right to vote) on any shares matters upon which stockholders of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsSunbeam may vote.

Capitalization. (a) The authorized capital stock of FNB SuperMedia consists of 500,000,000 60,000,000 shares of FNB SuperMedia Common Stock, of which, as of June 30August 17, 20212012, 319,465,156 15,666,518 shares were issued and outstanding, outstanding and 20,000,000 5,000,000 shares of preferred stock, par value $0.01 par value (the “FNB Preferred Stock”)per share, of which, as of the date of this Agreementhereof, 110,877 no shares were issued and outstanding. As of June 30August 17, 20212012, 9,904,433 no shares of FNB SuperMedia Common Stock were held in FNBSuperMedia’s treasury. As of June 30, 2021the date hereof, no shares of FNB SuperMedia Common Stock or FNB Preferred Stock were reserved for issuance, issuance except for 830,434 shares under the SuperMedia Stock Plans. As of August 17, 2012 (i) 12,087,867 330,540 SuperMedia Stock Options to acquire shares of FNB SuperMedia Common Stock reserved for issuance upon exercise of options issued or available for issuance were outstanding pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement SuperMedia Stock Plans or otherwise, (ii) 375,202 SuperMedia Restricted Shares were outstanding pursuant to the “FNB SuperMedia Stock Plans”)Plans or otherwise, and (iiiii) no shares of FNB Common 55,776 SuperMedia Stock reserved for issuance Units were outstanding and unsettled pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)SuperMedia Stock Plans or otherwise. All of the issued and outstanding shares of FNB SuperMedia Common Stock have been, and all shares of FNB SuperMedia Common Stock reserved for issuance as described in that may be issued upon the foregoing clauses (i) – (ii)exercise of the SuperMedia Stock Options, the vesting of SuperMedia Restricted Shares or the settlement of SuperMedia Stock Units will be, when issued in accordance with the terms of the stock plansthereof, warrants duly authorized and other instruments referred to in those clausesvalidly issued and are fully paid, will be duly authorized, validly issued, fully paid and nonassessable and free not subject to, or issued in violation of, any purchase option, redemption, call option, right of first refusal, preemptive rightsright, with no personal liability attaching to the ownership thereofsubscription right or any similar right. Except pursuant to this Agreementthe SuperMedia Stock Plans, the FNB Stock Plans SuperMedia does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB SuperMedia Common Stock or any other equity securities of FNB SuperMedia or any securities representing the right to purchase or otherwise receive any shares of FNB SuperMedia Common Stock. The SuperMedia has provided Dex with a true and complete list of all SuperMedia Stock Options, SuperMedia Restricted Shares, SuperMedia Stock Units, and other equity-based awards outstanding under the SuperMedia Stock Plans or otherwise as of August 17, 2012, the number of shares subject to each such award, the grant date of FNB Common each such award, the vesting schedule of each such award and the exercise price for each such SuperMedia Stock Option. Since April 9, 2012 through the date hereof, SuperMedia has not issued or awarded, or authorized the issuance or award of, any capital stock, options, restricted stock or other equity-based awards or other securities convertible into or exchangeable for capital stock or other equity interests in SuperMedia under the SuperMedia Stock Plans or otherwise. There are no outstanding bonds, debentures, notes or other indebtedness having the right to be issued pursuant vote (or convertible into, or exchangeable for, securities having the right to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsvote) on any matter on which SuperMedia’s stockholders may vote.

Capitalization. (a) The authorized capital stock of FNB Vitalink consists of 500,000,000 30,000,000 shares of FNB Vitalink Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 10,000,000 shares of preferred stock, $0.01 par value Preferred Stock (the “FNB "Vitalink Preferred Stock”"), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30August 26, 20211996, 9,904,433 there were 13,979,700 shares of FNB Vitalink Common Stock and no shares of Vitalink Preferred Stock outstanding and no shares of Vitalink Common Stock were held in FNB’s Vitalink's treasury; and except for shares which were reserved for issuance and which may have been issued pursuant to the following sentence there have been no issuances of capital stock of Vitalink since August 26, 1996. As of June 30August 26, 20211996, no 1,070,300 shares of FNB Vitalink Common Stock or FNB Preferred Stock were reserved for issuanceissuance upon the exercise of outstanding options and options (the "Vitalink Options") which may be granted under the stock option plans of Vitalink (the "Vitalink Option Plans"), except for (i) 12,087,867 100,000 shares of FNB Vitalink Common Stock were reserved for issuance to four former shareholders of an acquired business, and no other shares of Vitalink Common Stock are reserved for any purpose. Except for the Vitalink Common Stock reserved for issuance upon exercise of options issued the Vitalink Options and as contemplated by this Agreement, there are not any existing options, warrants, calls, subscriptions, or available for issuance pursuant other rights or other agreements or commitments obligating Vitalink to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)issue, and (ii) no transfer or sell any shares of FNB Common Stock reserved capital stock of Vitalink or any of its Subsidiaries or any other securities convertible into or evidencing the right to subscribe for issuance pursuant to warrants issued any such shares. There are no outstanding stock appreciation rights with respect to the Treasury Department (the “FNB Warrants”)capital stock of Vitalink or any of its Subsidiaries. All of the issued and outstanding shares of FNB Vitalink Common Stock have been, are duly authorized and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free have not been issued in violation of (nor are any of the authorized shares of capital stock of, or other equity interests in, Vitalink subject to) any preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreementor similar rights created by statute, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments Certificate of Incorporation or agreements By-Laws of any character calling for the purchase or issuance of any shares of FNB Common Stock Vitalink or any other equity securities of FNB agreement to which Vitalink is a party or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stockbound. The shares of FNB Vitalink Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms Section 2.01 of this Agreement, when so issued, will be duly authorized and validly issued, fully paidpaid and nonassessable. (b) There are no obligations, nonassessable and free contingent or otherwise, of preemptive rights.Vitalink to (i) repurchase, redeem or otherwise acquire any shares of Vitalink Common Stock; or (ii) provide funds to, or make any investment in (in the form B-14

Capitalization. (a) The authorized share capital stock of FNB Aurizon consists of 500,000,000 an unlimited number of Aurizon Shares and an unlimited number of preferred shares of FNB Common Stock(“Preferred Shares”) issuable in a series, of which, as which a maximum of June 30, 2021, 319,465,156 shares were issued 8,050,000 Series “A” convertible Preferred Shares and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the 1,135,050 Series “FNB B” convertible Preferred Stock”), of which, as Shares may be issued. As of the date of this Agreementhereof, 110,877 shares were there are issued and outstandingoutstanding 164,562,827 Aurizon Shares, no Preferred Shares, 260,480 DSUs and 244,287 RSUs. As of June 30the date hereof, 2021, 9,904,433 shares an aggregate of FNB Common Stock were held up to 10,500,675 Aurizon Shares are issuable upon the exercise of Aurizon Options. Except as disclosed in FNB’s treasury. As Schedule 3.1(g) of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, the Disclosure Letter and except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)Aurizon Options, and (ii) there are no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, callsconversion privileges or other rights, shareholder rights plans (other than the Aurizon Shareholder Rights Plan), agreements, arrangements or commitments (pre-emptive, contingent or agreements otherwise) of any character calling for whatsoever requiring or which may require the purchase issuance, sale or issuance transfer by Aurizon of any shares of FNB Common Stock or any other equity securities of FNB Aurizon (including Aurizon Shares), or any securities representing the right to purchase or obligations convertible into, or exchangeable or exercisable for, or otherwise receive evidencing a right or obligation to acquire, any shares securities of FNB Common StockAurizon (including Aurizon Shares). The shares All outstanding Aurizon Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Aurizon Shares issuable upon the exercise of FNB Common Stock to be issued pursuant to the Merger Aurizon Options in accordance with their respective terms have been duly authorized and, when issued and delivered in accordance with the terms of this Agreementupon issuance, will be validly issuedissued as fully paid and non-assessable, fully paidand are not and will not be subject to, nonassessable or issued in violation of, any pre-emptive rights. All securities of Aurizon (including Aurizon Shares, Aurizon Options, DSUs and free RSUs) have been issued in compliance with all applicable Laws and Securities Laws. Other than the Aurizon Shares, there are no securities of preemptive rightsAurizon outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with Aurizon Shareholders on any matter. There are no outstanding contractual or other obligations of Aurizon to repurchase, redeem (other than under the DSU Plan and the RSU Plan) or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of any of its subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of Aurizon or any of its subsidiaries having the right to vote with the holders of the outstanding Aurizon Shares on any matter.

Capitalization. (a) The authorized capital stock of FNB BCSB consists of 500,000,000 (i) 50,000,000 shares of FNB BCSB Common Stock, of which, as of June 30May 31, 20212013, 319,465,156 3,189,668 shares were issued and outstanding, and 20,000,000 (ii) 5,000,000 shares of preferred stock, par value $0.01 par value per share (the “FNB BCSB Preferred Stock”), of which, which as of the date of this Agreementhereof, 110,877 shares none were issued and outstanding. As of June 30May 31, 20212013, 9,904,433 no shares of FNB BCSB Common Stock were held in FNB’s the BCSB treasury and no shares of BCSB Preferred Stock were held in the BCSB treasury. As of June 30May 31, 20212013, no shares of FNB BCSB Common Stock or FNB Preferred Stock were reserved for issuance, issuance except for (i) 12,087,867 239,875 shares of FNB BCSB Common Stock reserved for issuance upon the exercise of options BCSB Stock Options and settlement of BCSB Share Awards issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB BCSB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB BCSB Common Stock have been, and all shares of FNB BCSB Common Stock reserved for issuance as described in that may be issued upon the foregoing clauses (i) – (ii)exercise of the BCSB Stock Options will be, when issued in accordance with the terms of the stock plansthereof, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans Agreement and the FNB WarrantsBCSB Stock Plans, FNB BCSB does not have, and is not bound by by, any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB BCSB Common Stock or any other equity securities of FNB BCSB, or any securities representing the right to purchase or otherwise receive any shares of FNB BCSB Common Stock. The Set forth in Section 3.2(a) of the BCSB Disclosure Schedule is a true, correct and complete list of: (1) each BCSB Stock Option (such list to include the BCSB Stock Plan or other arrangement under which such options were issued, the number of shares of FNB BCSB Common Stock subject thereto, the vesting schedule thereof and the exercise prices thereof), and (2) each BCSB Share Award (such list to be include the number of shares of BCSB Common Stock subject thereto and the vesting schedule thereof) outstanding under the BCSB Stock Plans or otherwise as of May 31, 2013. Since May 31, 2013 through the date hereof, BCSB has not issued pursuant to or awarded, or authorized the Merger have been duly authorized andissuance or award of, when issued and delivered in accordance with any options, restricted stock units or other equity-based awards under the terms BCSB Stock Plans or otherwise. As of the date of this Agreement, will be validly issuedno bonds, fully paiddebentures, nonassessable and free notes or other indebtedness having the right to vote on any matters on which shareholders of preemptive rightsBCSB may vote are issued or outstanding.

Capitalization. (a) The authorized capital stock of FNB Parent consists of 500,000,000 100,000,000 shares of FNB Parent Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 5,000,000 shares of preferred stockPreferred Stock ("Parent Preferred Stock"). As of July 12, 2000, there were 34,820,937 shares of Parent Common Stock and 2,500,000 shares of the $0.01 par value 3.625 Convertible Exchangeable Preferred Stock (the “FNB "Convertible Exchangeable Preferred Stock”), ") series of which, as of the date of this Agreement, 110,877 shares were Parent Preferred Stock issued and outstanding. Since such date, no additional shares of capital stock of Parent have been issued, except shares issued pursuant to the exercise of options outstanding under Parent's stock option plans (the "Parent Stock Option Plans"). Parent is a party to an Amended and Restated Rights Agreement, dated as of January 1, 1999 (the "Parent Rights Agreement"), with StockTrans, Inc. as Rights Agent. As of June 30July 1, 20212000, 9,904,433 options to acquire 3,768,298 shares of FNB Parent Common Stock were held in FNB’s treasury. As outstanding pursuant to the terms of June 30, 2021, no the Parent Stock Option Plans and 1,000,000 shares of FNB Common Stock or FNB Series A Junior Participating Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options in connection with the rights issued or available for issuance pursuant to employee and director stock plans the Parent Rights Agreement. Since such date, no additional options have been granted. Other than the Convertible Exchangeable Preferred Stock, Parent has no outstanding bonds, debentures, notes or other obligations the holders of FNB in effect as which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)Parent on any matter. All of the such issued and outstanding shares of FNB Parent Common Stock have beenare, and all shares of FNB Parent Common Stock reserved for issuance as described in the foregoing clauses (ito be issued pursuant to Section 2.2(a) – (ii)hereof, when issued in accordance with the terms of the stock planshereof will be, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights. Other than as set forth above, there are not, as of July 12, 2000, any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate Parent or any of the Parent Subsidiaries to issue, transfer or sell any shares of capital stock of Parent or any of the Parent Subsidiaries. All of the issued and outstanding shares of capital stock of Merger Sub are owned by Parent. Merger Sub has not engaged in any activities other than in connection with its formation and the transactions contemplated by this Agreement.

Capitalization. (a) The authorized capital stock of FNB FirstMerit consists of 500,000,000 300,000,000 shares of FNB FirstMerit Common Stock, without par value, and 7,000,000 shares of whichFirstMerit preferred stock, as without par value. As of June 30January 22, 20212016, 319,465,156 no shares were of capital stock or other voting securities of FirstMerit are issued, reserved for issuance or outstanding, other than (i) 165,754,538 shares of FirstMerit Common Stock issued and outstanding, and 20,000,000 which number includes 850,508 shares of preferred stockFirstMerit Common Stock granted in respect of outstanding FirstMerit Restricted Stock Awards, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 ii) 4,428,977 shares of FNB FirstMerit Common Stock were held in FNB’s treasury. As of June 30, 2021, no (iii) 256,200 shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB FirstMerit Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement outstanding FirstMerit Stock Options, (the “FNB Stock Plans”), and (iiiv) no 962,598 shares of FNB FirstMerit Common Stock reserved for issuance pursuant upon the settlement of outstanding FirstMerit Restricted Stock Unit Awards (assuming that performance with respect to warrants performance-vesting FirstMerit Restricted Stock Unit Awards is achieved at maximum performance), and (v) 100,000 shares of FirstMerit Preferred Stock issued to the Treasury Department (the “FNB Warrants”)and outstanding. All of the issued and outstanding shares of FNB FirstMerit Common Stock and FirstMerit Preferred Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of FirstMerit may vote are issued or outstanding. Except pursuant to as set forth in Section 3.2(a) of the FirstMerit Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of FirstMerit are issued or outstanding. Other than FirstMerit Stock Options and FirstMerit Restricted Stock Unit Awards, in each case, issued prior to the FNB Stock Plans and date of this Agreement, as of the FNB Warrantsdate of this Agreement, FNB is not bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right obligating FirstMerit to purchase issue, transfer, sell, purchase, redeem or otherwise receive acquire any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightssuch securities.

Capitalization. (a) The authorized capital stock of FNB CIT consists of 500,000,000 600,000,000 shares of FNB CIT Common Stock and 100,000,000 shares of CIT Preferred Stock, par value $0.01 per share. As of whichOctober 13, as 2020, there are (i) 98,526,477 shares of June 30, 2021, 319,465,156 shares were CIT Common Stock issued and outstanding, and 20,000,000 ; (ii) 64,658,739 shares of preferred stockCIT Common Stock held in treasury; (iii) 1,661,874 shares of CIT Common Stock reserved for issuance upon the settlement of outstanding CIT RSU Awards; (iv) 475,664 shares of CIT Common Stock reserved for issuance upon the settlement of outstanding CIT Performance Unit Awards (assuming performance goals are satisfied at the target level); (v) 2,780,521 shares of CIT Common Stock reserved for issuance pursuant to future grants under the CIT equity plans, $0.01 par value (vi) 1,446,225 shares of CIT Common Stock reserved for issuance under the “FNB ESPP; (vii) 325,000 shares of CIT Series A Preferred Stock”), Stock issued and outstanding and (viii) 8,000,000 shares of which, as CIT Series B Preferred Stock issued and outstanding. As of the date of this Agreement, 110,877 shares were issued except as set forth in the immediately preceding sentence, and outstanding. As for changes since October 13, 2020 resulting from the exercise, vesting or settlement of June 30any CIT Equity Awards described in the immediately preceding sentence, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, there are no shares of FNB Common Stock capital stock or FNB Preferred Stock were reserved for issuanceother voting securities or equity interests of CIT issued, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)outstanding. All of the issued and outstanding shares of FNB CIT Common Stock and CIT Preferred Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant CIT is current on all dividends payable on the outstanding shares of CIT Preferred Stock, and has complied in all material respects with terms and conditions thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of CIT may vote. Other than CIT RSU Awards, CIT Performance Unit Awards and accumulated contributions to purchase shares of CIT Common Stock under the ESPP (collectively, “CIT Equity Awards”) issued or accumulated prior to the date of this AgreementAgreement as described in this Section 3.2(a), as of the FNB Stock Plans and the FNB Warrants, FNB is not bound by any date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, or rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase to which CIT or issuance of any its Subsidiaries is a party relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of FNB Common Stock capital stock or any other voting or equity securities of FNB or ownership interest in CIT or any its Subsidiaries, or contracts, commitments, understandings or arrangements by which CIT or any its Subsidiaries may become bound to issue additional shares of its capital stock or other equity or voting securities representing the right of or ownership interests in CIT or any its Subsidiaries, or that otherwise obligate CIT or any its Subsidiaries to purchase issue, transfer, sell, purchase, redeem or otherwise receive acquire, any shares of FNB the foregoing (collectively, “CIT Securities”, and any of the foregoing in respect of Subsidiaries of CIT, collectively, “CIT Subsidiary Securities”). Other than CIT Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined, in whole or in part, based on the price of any capital stock of CIT or any of its Subsidiaries) are outstanding. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which CIT or any of its Subsidiaries is a party with respect to the voting or transfer of CIT Common Stock. The shares , capital stock or other voting or equity securities or ownership interests of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive CIT or granting any stockholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of FNB TCG currently consists of 500,000,000 45,000,000 shares of FNB TCG Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 10,000,000 shares of preferred stock, par value $0.01 par value (the “FNB Preferred Stock”), of which, as per share. As of the date hereof, there were (i) 30,692,187 shares of this AgreementTCG Common Stock issued, 110,877 including 1,357,998 shares were of TCG Common Stock held in treasury, and 29,334,189 shares of TCG Common Stock outstanding, including 373,553 shares of TCG Common Stock granted in respect of outstanding TCG Restricted Stock Awards, (ii) 4,000,000 shares of TCG Series A Preferred Stock issued and outstanding. As of June 30, 2021, 9,904,433 (iii) 78,623 shares of FNB Common TCG Series B Preferred Stock were held in FNB’s treasury. As of June 30issued and outstanding, 2021, no (iv) 1,282,674 shares of FNB Common Stock or FNB TCG Nonvoting Preferred Stock were reserved for issuanceissued and outstanding, except for (iv) 12,087,867 505,479 shares of FNB TCG Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement outstanding TCG Warrants, (the “FNB Stock Plans”), and (iivi) no 684,338 shares of FNB TCG Common Stock reserved for issuance pursuant to warrants issued to upon the Treasury Department exercise of outstanding TCG Stock Options, and (the “FNB Warrants”)vii) no other shares of capital stock or other voting securities of TCG issued, reserved for issuance or outstanding. All of the issued and outstanding shares of FNB TCG Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, there are no bonds, debentures, notes or other indebtedness that have the FNB right to vote on any matters on which stockholders of TCG may vote. Except for the Trust Preferred Securities and related junior subordinated debentures or as disclosed in the TCG Reports, as of the date of this Agreement, no trust preferred or subordinated debt securities of TCG or any of its Subsidiaries are issued or outstanding. Other than TCG Nonvoting Preferred Stock, TCG Warrants and TCG Stock Plans and Options outstanding on the FNB Warrantsdate of this Agreement, FNB is not bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating TCG to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. To the knowledge of any character calling for TCG, there are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the purchase voting or issuance transfer of any shares of FNB the TCG Common Stock or any other equity securities interests of FNB TCG. Section 3.2(a) of the TCG Disclosure Schedule sets forth a true, correct and complete list of all TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such TCG Warrant, TCG Stock Option and TCG Restricted Stock Award, (iii) the grant date of each such TCG Warrant, TCG Stock Option and TCG Restricted Stock Award and (iv) the exercise price for each such TCG Warrant and TCG Stock Option. Other than the TCG Warrants, TCG Stock Options and TCG Restricted Stock Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of TCG or any of its Subsidiaries) are outstanding. Neither TCG nor any of its Subsidiaries is currently deferring interest payments with respect to any trust preferred securities representing the right to purchase or otherwise receive related debentures issued by it or any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsits affiliates.

Capitalization. (a) The As of January 31, 2021, the authorized capital stock of FNB consists Camber consisted of 500,000,000 25,000,000 shares of FNB Camber Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 10,000,000 shares of preferred stock, $0.01 par value $0.001 per share. As of January 31, 2021, there were (the “FNB Preferred Stock”), i) 25,000,000 shares of which, as of the date of this Agreement, 110,877 shares were Camber Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, ; (ii) no shares of FNB Camber Common Stock or FNB Preferred Stock were reserved for issuance, except for held in treasury; (iiii) 12,087,867 38 shares of FNB Camber Common Stock reserved for issuance upon the exercise of warrants or options issued or available for issuance pursuant to employee and director stock plans purchase shares of FNB in effect as Camber Common Stock (“Camber Stock Options”); (iv) 3,983 shares of the date of this Agreement Series C Redeemable Convertible Preferred Stock (the “FNB Stock PlansSeries C Preferred Stock”), ) of Camber; and (iiv) no other shares of FNB Common Stock capital stock or other voting securities or equity interests of Camber issued, reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)or outstanding. All of the issued and outstanding shares of FNB Camber Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Camber may vote. Other than Camber Stock Options (collectively, “Camber Equity Awards”) issued prior to February 15, 2021 as described in this AgreementSection 3.2(a), as of February 15, 2021 or set forth in Section 3.2(a) of the FNB Stock Plans and the FNB WarrantsCamber Disclosure Schedule, FNB is not bound by any there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase relating to, or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of FNB Common Stock capital stock or any other voting or equity securities of FNB or ownership interest in Camber, or contracts, commitments, understandings or arrangements by which Camber may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in Camber, or that otherwise obligate Camber to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “Camber Securities”). Other than Camber Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of Camber or any securities representing Camber Subsidiary) are outstanding as of February 15, 2021. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which Camber or any Camber Subsidiary is a party with respect to the right to purchase voting or otherwise receive any shares transfer (including preemptive rights, anti-dilutive rights, rights of FNB first refusal or similar rights, puts or calls) of Camber Common Stock, capital stock or other voting or equity securities or ownership interests of Camber or granting any stockholder or other person any registration rights. The shares February 2021 - Agreement and Plan of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.Merger

Capitalization. (a) The authorized capital stock of FNB BancPlus consists of 500,000,000 40,000,000 shares of FNB BancPlus Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)of $1.00 per share, of which, as of the date of this Agreement, 110,877 10,111,045 shares were issued and outstanding, and 10,000,000 shares of preferred stock, no par value per share (such preferred stock, together with the BancPlus Common Stock, the “BancPlus Capital Stock”), none of which are issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021the date hereof, no shares of FNB Common Stock or FNB Preferred BancPlus Capital Stock were reserved for issuance, issuance except for (i) 12,087,867 250,000 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB BancPlus Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department equity-based compensation plans of BancPlus (the “FNB WarrantsBancPlus Stock Plans”)) listed in Section 3.2(a) of the BancPlus Disclosure Schedule, some of which has already been issued as detailed therein. All of the issued and outstanding shares of FNB Common BancPlus Capital Stock have been, and all shares upon issuance of FNB the BancPlus Common Stock reserved for issuance as described in constituting the foregoing clauses (i) – (ii)Aggregate Stock Consideration will be, when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issuedissued and fully paid, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, All of the FNB BancPlus Stock Plans and have been approved by the FNB WarrantsBancPlus’s shareholders, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with extent such shareholder approval is required under the terms Code. As of the date of this Agreement, will be validly issuedexcept as provided in Section 3.2(a) of the BancPlus Disclosure Schedule, fully paidno trust preferred securities (the “BancPlus Trust Preferred Securities”) or subordinated debt securities of BancPlus or any of its Subsidiaries are issued and outstanding. As of the date of this Agreement, nonassessable and free BancPlus is {JX489484.11} PD.35183901.7 not deferring interest payments with respect to any of preemptive rightsthe BancPlus Trust Preferred Securities or related junior subordinated debt securities issued by it or any of its affiliates.

Capitalization. (a) The authorized capital stock of FNB Moon consists of 500,000,000 400,000,000 shares of FNB Moon Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 25,000,000 shares of preferred stock, $0.01 par value $1.00 per share (the “FNB Moon Preferred Stock”). As of December 15, 2017, there were (i) 284,026,820 outstanding shares of whichMoon Common Stock and 8,499,021 shares of Moon Common Stock held in the treasury of Moon, as (ii) 5,533,629 shares of Moon Common Stock reserved for issuance under employee benefits or stock and incentive plans of Moon, (iii) no shares of Moon Preferred Stock issued or outstanding, (iv) 5,073,877 shares of Moon Common Stock reserved for issuance under outstanding restricted stock unit awards (“Moon Restricted Stock Unit Awards”) granted under Moon’s equity incentive plans (collectively, the “Moon Stock Plan”), (v) 3,592,994 shares of Moon Common Stock reserved for issuance under performance-based restricted stock unit awards, including performance units and performance shares, granted under any Moon Stock Plan (“Moon Performance Unit Awards”), (vi) 1,635,622 shares of Moon Common Stock reserved for issuance under all options to acquire shares of Moon Common Stock (“Moon Options”) and (vii) no other shares of capital stock or other voting securities of Moon were issued, reserved for issuance or outstanding. From such date through the date of this Agreement, 110,877 Moon has not issued any shares were of capital stock or voting securities of, or other equity interests in, Moon, or any securities convertible into, or exchangeable or exercisable for, shares of capital stock or voting securities of, or other equity interests in, Moon, other than Moon Common Stock issued pursuant to the exercise of Moon Options or settlement of Moon Restricted Stock Unit Awards or Moon Performance Unit Awards outstanding on such date. The shares of Moon Common Stock to be issued in connection with the Combination, when issued in accordance with this Agreement, will be duly authorized and validly issued and outstandingwill be fully paid and nonassessable. As There are (1) no outstanding options, warrants or other rights to acquire from Moon any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for, capital stock, voting securities or ownership interests in, Moon and (2) no outstanding preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of June 30any character, 2021relating to the capital stock of Moon, 9,904,433 shares obligating Moon to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for capital stock, voting securities or other ownership interests in, Moon or obligating Moon to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment. Except as required by the terms of FNB Common any Moon Options, Moon Restricted Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock Unit Awards or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect Moon Performance Unit Awards outstanding as of the date of this Agreement (the “FNB Stock Plans”)or issued as permitted by Section 7.2, and (ii) there are no outstanding obligations of Moon or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of FNB Moon Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)or other Moon securities. All of the issued and outstanding shares of FNB Moon Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when and validly issued and delivered in accordance with the terms of this Agreement, will be validly issued, are fully paid, nonassessable paid and free of preemptive rightsnonassessable.

Capitalization. (a) The As of April 17, 1997, the authorized capital stock of FNB Sandbox consists of 500,000,000 of: 2,000,000 shares of FNB Common Series A Preferred Stock, $.001 par value, of which, as of June 30, 2021, 319,465,156 which 1,968,750 shares were issued and outstanding, and 20,000,000 ; 10,000,000 shares of preferred stockCommon Stock, $0.01 .001 par value (the “FNB Preferred Stock”)value, of which, as of the date of this Agreement, 110,877 which 3,136,429 shares were are issued and outstanding. As Sandbox is in the process of June 30negotiating a bridge financing that might close before or after April 25, 2021, 9,904,433 1997 pursuant to which it anticipates issuing additional shares of FNB Series A Preferred Stock, shares of a new series of Preferred Stock and/or shares of Common Stock were held (the "Bridge Financing"). Sandbox is also in FNB’s treasury. As the process of June 30negotiating an equipment lease that might close before or after April 25, 20211997 with Third Coast Capital, no L.L.C., pursuant to which Sandbox might issue warrant(s) for the purchase of shares of FNB Series A Preferred Stock and/or shares of Common Stock (the "Equipment Financing"). To facilitate the Bridge Financing and the Equipment 2 Financing, Sandbox will need to amend its Certificate of Incorporation before or FNB Preferred Stock were reserved for issuanceafter April 25, except for (i) 12,087,867 1997 to increase the total number of authorized shares of FNB Series A Preferred and/or Common Stock reserved for issuance upon exercise and to possibly create a new class of options Preferred Stock. Prior to the New Closing and with the exception of the Bridge Financing and the Equipment Financing, Sandbox will have no equity securities issued or available for issuance pursuant to employee outstanding except those disclosed on Exhibit B attached hereto, which contains a list of all holders of capital stock of Sandbox and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereoftheir respective share holdings. Except pursuant to as disclosed on Exhibit B hereto and as contemplated by this AgreementAmendment, the FNB Stock Plans Bridge Financing and the FNB WarrantsEquipment Financing, FNB is not bound by any there are no outstanding subscriptionswarrants, options, warrantsagreements, calls, convertible securities or other commitments pursuant to which Sandbox is or agreements of any character calling for the purchase or issuance of may become obligated to issue any shares of FNB Common Stock its capital stock or any other equity securities of FNB Sandbox. Except for certain rights of first offer under that certain Investor Rights Agreement dated as of February 13, 1996 ("Investor Rights Agreement") between the Predecessor and certain investors, which have been waived, and in that certain Amended and Restated Stockholders' Agreement dated as of July 13, 1995 (the "Stockholders' Agreement") by and among the Predecessor and the Stockholders party thereto, a copy of which is attached as Exhibit III to the Note and Warrant Purchase Agreement, there are, and immediately upon consummation at the New Closing of the transactions contemplated hereby there will be, no preemptive or any securities representing the right similar rights to purchase or otherwise receive any acquire shares of FNB Common Stock. The shares capital stock of FNB Common Stock to be issued Sandbox pursuant to any provision of law, the Merger have been duly authorized andCertificate of Incorporation or Bylaws of Sandbox, when issued and delivered in accordance with the terms of this Agreementor any agreement to which Sandbox is a party, will be validly issued, fully paid, nonassessable and free of preemptive rightsor otherwise.

Capitalization. (a) The As of January 31, 2020, the authorized capital stock of FNB consists Camber consisted of 500,000,000 5,000,000 shares of FNB Camber Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 10,000,000 shares of preferred stock, $0.01 par value $0.001 per share. As of January 31, 2020, there were (the “FNB Preferred Stock”), i) 5,000,000 shares of which, as of the date of this Agreement, 110,877 shares were Camber Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, ; (ii) no shares of FNB Camber Common Stock or FNB Preferred Stock were reserved for issuance, except for held in treasury; (iiii) 12,087,867 38 shares of FNB Camber Common Stock reserved for issuance upon the exercise of warrants or options issued or available for issuance pursuant to employee and director stock plans purchase shares of FNB in effect as Camber Common Stock (“Camber Stock Options”); (iv) 2,294 shares of the date of this Agreement Series C Redeemable Convertible Preferred Stock (the “FNB Stock PlansSeries C Preferred Stock”), ) of Camber; and (iiv) no other shares of FNB Common Stock capital stock or other voting securities or equity interests of Camber issued, reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)or outstanding. All of the issued and outstanding shares of FNB Camber Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of Camber may vote. Other than Camber Stock Options (collectively, “Camber Equity Awards”) issued prior to February 3, 2020 as described in this AgreementSection 3.2(a), as of February 3, 2020 or set forth in Section 3.2(a) of the FNB Stock Plans and the FNB WarrantsCamber Disclosure Schedule, FNB is not bound by any there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase relating to, or issuance of any securities or rights convertible or exchangeable into or exercisable for, shares of FNB Common Stock capital stock or any other voting or equity securities of FNB or ownership interest in Camber, or contracts, commitments, understandings or arrangements by which Camber may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in Camber, or that otherwise obligate Camber to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “Camber Securities”). Other than Camber Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of Camber or any securities representing Camber Subsidiary) are outstanding as of February 3, 2020. There are no voting trusts, stockholder agreements, proxies or other agreements in effect to which Camber or any Camber Subsidiary is a party with respect to the right to purchase voting or otherwise receive any shares transfer (including preemptive rights, anti-dilutive rights, rights of FNB first refusal or similar rights, puts or calls) of Camber Common Stock. The shares , capital stock or other voting or equity securities or ownership interests of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive Camber or granting any stockholder or other person any registration rights.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 20212016, 319,465,156 210,120,601 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 20212016, 9,904,433 1,286,025 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 20212016, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 10,562,311 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no 1,034,533 shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of FNB CBI consists of 500,000,000 16,000,000 shares of FNB CBI Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 2,000,000 shares of preferred stock, $0.01 no par value (per share. At the “FNB Preferred Stock”)close of business on December 31, 1995, there were 10,060,685 shares of which, as CBI Common Stock outstanding and no shares of the date of this Agreement, 110,877 shares were issued and CBI preferred stock outstanding. As of June 30On December 31, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 20211995, no shares of FNB CBI Common Stock or FNB Preferred Stock CBI preferred stock were reserved for issuance, except for that (i) 12,087,867 305,846 shares of FNB CBI Common Stock were reserved for issuance pursuant to CBI's dividend reinvestment and stock purchase plan (the "CBI DRIP"), (ii) 2,125,110 shares of CBI Common Stock were reserved for issuance upon the exercise of stock options pursuant to the 1990 Stock Incentive Plan and the Directors Stock Option Plan (the "CBI Stock Plans"), (iii) 400,000 shares of CBI Series A junior participating preferred stock, no par value, were reserved for issuance upon exercise of options issued or available for issuance the rights (the "CBI Rights") distributed to holders of CBI Common Stock pursuant to employee and director stock plans of FNB in effect the Rights Agreement, dated as of the date June 30, 1995, between CBI and First Interstate Bank of this Agreement California, as Rights Agent (the “FNB Stock Plans”"CBI Rights Agreement"), and (iiiv) no the shares of FNB CBI Common Stock reserved for issuance issuable pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)CBI Option Agreement. All of the issued and outstanding shares of FNB CBI Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, rights with no personal liability attaching to the ownership thereof. Except pursuant to this Agreementas stated above, the FNB Stock Plans CBI does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB CBI Common Stock or CBI preferred stock or any other equity securities of FNB CBI or any securities representing the right to purchase or otherwise receive any shares of FNB CBI Common StockStock or CBI preferred stock. The CBI has previously provided Bancorp with a list of the option holders, the date of each option to purchase CBI Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the CBI Stock Plans. As reflected on such list, options for 677,555 shares were outstanding at December 31, 1995, all of which will be exercisable prior to the Effective Time in accordance with their terms. Since December 31, 1995, CBI has not issued any shares of FNB Common Stock to be issued its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms exercise of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsemployee stock options.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of Banknorth consists of 400,000,000 shares of Banknorth Common Stock and 5,000,000 shares of preferred stock, par value $0.01 per share, of Banknorth (the “Banknorth Preferred Stock”). As of the date of this Agreement, there were 173,538,386 shares of Banknorth Common Stock outstanding, no shares of Banknorth Preferred Stock outstanding and 18,735,160 shares of Banknorth Common Stock held in Banknorth’s treasury. No other shares of Banknorth Common Stock or Banknorth Preferred Stock were issued and or outstanding. As of June 30, 2021, 9,904,433 shares the date of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021this Agreement, no shares of FNB Banknorth Common Stock or FNB Banknorth Preferred Stock were reserved for issuance, except for (i) 12,087,867 an aggregate of 17,545,922 shares of FNB Banknorth Common Stock reserved for issuance upon the exercise of stock options issued or available for issuance pursuant to Banknorth’s 2003 Equity Incentive Plan, 1996 Equity Incentive Plan and 1995 Stock Option Plan for Non-employee and director stock plans of FNB in effect as of the date of this Agreement Directors (the “FNB Banknorth Stock Option Plans”), and (ii) no an aggregate of 1,137,057 shares of FNB Banknorth Common Stock reserved for issuance pursuant to warrants issued Banknorth’s Employee Stock Purchase Plan and (iii) an aggregate of 6,147,658 shares of Banknorth Common Stock reserved for issuance pursuant to the Treasury Department an Agreement and Plan of Merger, dated as of June 20, 2004, between Banknorth and BostonFed Bancorp, Inc. (the “FNB WarrantsBostonFed Merger Agreement”). As of the date of this Agreement, the authorized capital stock of Banknorth Delaware consisted of 1,000 shares of Banknorth Delaware Common Stock, all of which were issued, outstanding and owned beneficially and of record by Banknorth. All of the issued and outstanding shares of FNB Banknorth Capital Stock and of Banknorth Delaware Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements No Subsidiary of any character calling for the purchase or issuance of Banknorth owns any shares of FNB Banknorth Common Stock (other than shares in trust accounts, managed accounts and the like for the benefit of customers or any other equity securities shares held in satisfaction of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsa debt previously contracted).

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of Umpqua consists of 400,000,000 shares were issued of Umpqua Common Stock and outstanding4,000,000 shares of preferred stock, no par value (“Umpqua Preferred Stock”). As of June 30October 8, 2021, 9,904,433 shares of FNB Common Stock there were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 216,621,803 shares of FNB Umpqua Common Stock outstanding, (ii) zero shares of Umpqua Common Stock held in treasury, (iii) 767,540 shares of Umpqua Common Stock granted in respect of outstanding Umpqua RSU Awards, (iv) 930,255 shares of Umpqua Common Stock granted in respect of outstanding Umpqua Performance Awards (assuming performance goals applicable to Umpqua Performance Awards are satisfied at the maximum level), (v) 4,417 shares of Umpqua Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee outstanding Umpqua Stock Options and director stock plans (vi) zero shares of FNB in effect as Umpqua Preferred Stock outstanding. As of the date of this Agreement (Agreement, except as set forth in the “FNB Stock Plans”)immediately preceding sentence and for changes since October 8, and (ii) 2021 resulting from the vesting or settlement of any Umpqua Equity Awards described in the immediately preceding sentence, there are no other shares of FNB Common Stock capital stock or other equity or voting securities of Umpqua issued, reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)or outstanding. All of the issued and outstanding shares of FNB Umpqua Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Umpqua may vote. Other than Umpqua Equity Awards issued prior to the date of this AgreementAgreement as described in this Section 3.2(a), as of the FNB Stock Plans and the FNB Warrants, FNB is not bound by any date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase relating to, or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of FNB capital stock or other equity or voting securities of or ownership interest in Umpqua, or contracts, commitments, understandings or arrangements by which Umpqua may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in Umpqua, or that otherwise obligate Umpqua to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which Umpqua or any of its Subsidiaries is a party or is bound with respect to the voting or transfer of Umpqua Common Stock or any other equity securities interests of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsUmpqua.

Capitalization. (a) The authorized capital stock of FNB Susquehanna consists of 500,000,000 400,000,000 shares of FNB Susquehanna Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstandingpar value $2.00 per share, and 20,000,000 5,000,000 shares of preferred stock, $0.01 without par value (the “FNB Preferred Stock”)value, of which, as which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock capital stock or FNB Preferred Stock were other voting securities of Susquehanna are issued, reserved for issuanceissuance or outstanding, except for other than (i) 12,087,867 181,645,654 shares of FNB Susquehanna Common Stock issued and 181,276,704 shares of Xxxxxxxxxxx Xxxxxx Stock outstanding, which number includes 9,832 shares of Susquehanna Common Stock granted in respect of outstanding Susquehanna Restricted Stock Awards, (ii) 368,950 shares of Susquehanna Common Stock held in treasury, (iii) 3,636,999 shares of Susquehanna Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB outstanding Susquehanna Stock Plans”), Options and (iiiv) no 1,430,558 shares of FNB Susquehanna Common Stock reserved for issuance pursuant upon the settlement of outstanding Susquehanna Restricted Stock Unit Awards (of which, 838,810 shares of Susquehanna Common Stock are subject to warrants issued Susquehanna Restricted Stock Unit Awards subject to the Treasury Department (the “FNB Warrants”a specified level of performance, assuming maximum performance). All of the issued and outstanding shares of FNB Susquehanna Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Susquehanna may vote are issued or outstanding. Except pursuant to as set forth in Section 3.2(a) of the Susquehanna Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of Susquehanna are issued or outstanding. Other than the FNB Stock Plans and Susquehanna Equity Awards, in each case, issued prior to the FNB Warrantsdate of this Agreement, FNB is not bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right obligating Susquehanna to purchase issue, transfer, sell, purchase, redeem or otherwise receive acquire any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightssuch securities.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 20212015, 319,465,156 176,434,735 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 20212015, 9,904,433 1,147,755 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 20212015, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 2,018,510 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no 1,021,971 shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The authorized capital stock of FNB First Charter consists of 500,000,000 100,000,000 shares of FNB First Charter Common Stock, of which, as of June April 30, 20212006 (the “First Charter Capitalization Date”), 319,465,156 31,015,764 shares were issued and outstanding, and 20,000,000 2,000,000 shares of preferred stock, $0.01 no par value (the “FNB First Charter Preferred Stock”), of which, as of the date of this AgreementFirst Charter Capitalization Date, 110,877 no shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021the First Charter Capitalization Date, no shares of FNB First Charter Common Stock or FNB First Charter Preferred Stock were reserved for issuance, except for (i) 12,087,867 4,507,901 shares of FNB First Charter Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB First Charter or a Subsidiary of First Charter in effect as of the date of this Agreement (the “FNB First Charter Stock Plans”), ) and (ii) no shares of FNB Common Stock reserved for issuance junior participating preferred stock and common stock pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)Stockholder Protection Rights Agreement dated July 19, 2000. All of the issued and outstanding shares of FNB First Charter Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except As of the date of this Agreement, no Voting Debt of First Charter is issued or outstanding. As of the First Charter Capitalization Date, except pursuant to this Agreement, the FNB First Charter Stock Plans and the FNB Warrantsstock repurchase plans entered into by First Charter from time to time, FNB First Charter does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB First Charter Common Stock Stock, First Charter Preferred Stock, Voting Debt of First Charter or any other equity securities of FNB First Charter or any securities representing the right to purchase or otherwise receive any shares of FNB First Charter Common Stock, First Charter Preferred Stock, Voting Debt of First Charter or other equity securities of First Charter. The shares of FNB First Charter Common Stock to be issued pursuant to the Merger have been will be duly authorized and validly issued and, when issued and delivered in accordance with at the terms of this AgreementEffective Time, all such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) The authorized capital stock of FNB the Seller consists of 500,000,000 50,000,000 shares of FNB Seller Common Stock and 50,000,000 shares of the Seller’s preferred stock, $1.00 par value (“Seller Preferred Stock”). As of November 4, 2005, (i) 38,205,194 shares of which, as of June 30, 2021, 319,465,156 shares Seller Common Stock were issued and outstanding, and 20,000,000 shares all of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares which were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable non-assessable, and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements issued in violation of any character calling for the purchase or issuance preemptive right of any Seller stockholder, (ii) 7,058,914 shares of FNB Seller Common Stock or any other equity securities of FNB or any securities representing were held as treasury shares by the right to purchase or otherwise receive any Seller, (iii) no shares of FNB Common Stock. The Seller Preferred Stock were issued and outstanding, (iv) 781,379 shares of FNB Seller Common Stock were subject to be outstanding stock options issued pursuant to the Merger have been duly authorized andSeller’s stock option plans, when and (v) 209,100 shares of issued and delivered outstanding Seller Common Stock were restricted common stock, and there were 139,400 restricted stock units (“RSU”) issued and outstanding in accordance with each case under and subject to the terms Seller’s equity compensation plan. The authorized capital stock of Gold Banc Trust III, Gold Banc Trust IV and Gold Banc Capital Trust V consists of common securities and trust preferred securities (the “TRUPs”). As of the date of this Agreement, will be all of the issued and outstanding common securities are duly authorized, validly issued, fully paidpaid and non-assessable and owned by the Seller. As of the date of this Agreement, nonassessable $84,000,000 in TRUPs are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and not issued in violation of any preemptive rights of any Seller stockholder or holder of TRUPs. Except as set forth in clauses (iv) and (v), above, and in the Rights Agreement, there are no outstanding Rights relating to the issued or unissued capital stock or other equity interests of the Seller or any Seller Subsidiary or obligating the Seller or any Seller Subsidiary to issue or sell any shares of capital stock or other equity interests of, or other equity interests in, the Seller or any Seller Subsidiary. There are no obligations, contingent or otherwise, of the Seller or any Seller Subsidiary to repurchase, redeem or otherwise acquire any shares of Seller Common Stock or the capital stock or other equity interests of any Seller Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Seller Subsidiary or any other entity, except for loan commitments and other funding obligations entered into in the ordinary course of business. Each of the outstanding shares of capital stock or other equity interests of each Seller Subsidiary are duly authorized, validly issued, fully paid and non-assessable, and not issued in violation of any preemptive rights of any Seller Subsidiary stockholder or other equity holder, and such shares or other equity interests owned by the Seller or another Seller Subsidiary are owned free and clear of preemptive all security interests, liens, claims, pledges, agreements, limitations of the Seller’s voting rights, charges or other encumbrances of any nature whatsoever.

Capitalization. (a) The authorized capital stock of FNB Polaris consists of 1,000,000,000 shares of Polaris Common Stock, 500,000,000 shares of FNB Polaris Performance Common Stock and 100,000,000 shares of Polaris Preferred Stock. As of the date of this Agreement, (i) 189,056,349 shares of whichPolaris Common Stock were issued and outstanding (including 5,713,588 shares that are subject to Polaris Time-Based Restricted Stock Awards), as (ii) 5,210,113 shares of June 30, 2021, 319,465,156 shares Polaris Performance Common Stock were issued and outstanding, and 20,000,000 (iii) no shares of preferred stockPolaris Preferred Stock were issued and outstanding, $0.01 par value (iv) 17,284,020 shares of Polaris Common Stock were reserved for issuance in connection with future grants or awards under the “FNB Preferred Stock”)Polaris Stock Plans, (v) 1,935,190 shares of whichPolaris Common Stock were reserved for issuance in connection with outstanding Polaris Equity Awards (other than Polaris Time-Based Restricted Stock Awards) and (vi) 1,792,044 shares of Polaris Common Stock were reserved for issuance in connection with outstanding Polaris LTIP Units. Polaris has provided to the Other Parties a true and complete list of all outstanding Polaris Equity Awards and Polaris LTIP Units, as of the date of this Agreement, 110,877 shares were including the name of the recipient and the applicable vesting schedule. The outstanding Polaris Shares have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights). As Except for Polaris Shares issuable pursuant to the Polaris Stock Plans, Polaris Equity Awards and Polaris LTIP Units, as of June 30the date of this Agreement, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, there are no shares of FNB Common Stock or FNB Preferred Stock were Polaris Shares reserved for issuance, except for (i) 12,087,867 shares Polaris does not have any Rights outstanding with respect to Polaris Shares, and Polaris does not have any commitment to authorize, issue or sell any Polaris Shares or Rights. As of FNB Common Stock reserved for issuance upon exercise the date of options issued or available for issuance pursuant this Agreement, other than the withholding of Polaris Shares to employee and director stock plans satisfy Tax obligations in respect of FNB in effect Polaris Equity Awards outstanding as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with their terms, Polaris has no commitment to redeem, repurchase or otherwise acquire, or to register with the terms SEC (other than in connection with the Transactions or as required by the Polaris Fxxxxxxx Letter Agreement), any Polaris Shares. As of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreementdate hereof, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements authorized capital stock of any character calling for the purchase or issuance New Polaris consists of any 1,000 shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any common stock, par value $0.01 per share and 500 shares of FNB Common Stock. The performance common stock, par value $0.01 per share, and 100 shares of FNB such common stock and 100 shares of such performance common stock are issued and outstanding, and Polaris owns all such shares. All New Polaris Common Shares and shares of New Polaris Preferred Stock to be issued pursuant to in connection with the Merger have been duly authorized andMergers, when so issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issuedissued and outstanding, fully paidpaid and nonassessable, nonassessable and free of subject to no preemptive rights.

Capitalization. (a) The authorized capital stock of FNB Huntington consists of 500,000,000 shares of FNB Huntington Common Stock, of which, as of June 30December 15, 20212006, 319,465,156 235,220,512 shares were issued and outstanding, and 20,000,000 6,617,808 shares of preferred stock, $0.01 no par value (the “FNB Huntington Preferred Stock”), of which, as of the date of this Agreementhereof, 110,877 no shares were issued and outstanding. As of June 30December 15, 20212006, 9,904,433 no more than 22,645,743 shares of FNB Huntington Common Stock were held in FNBHuntington’s treasury. As of June 30, 2021the date hereof, no shares of FNB Huntington Common Stock or FNB Huntington Preferred Stock were reserved for issuance, except for (i) 12,087,867 26,513,240 shares of FNB Huntington Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB Huntington in effect as of the date of this Agreement (the “FNB Huntington Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Huntington Common Stock have been, and all shares of FNB Huntington Common Stock reserved for issuance as described in that may be issued pursuant to the foregoing clauses (i) – (ii)Huntington Stock Plans will be, when issued in accordance with the terms thereof, duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the stock plansownership thereof. The total equity interests in Merger Sub consists of 100 outstanding membership units (“Merger Sub Units”). All Merger Sub Units are been duly authorized and validly issued and are fully paid, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans Agreement and the FNB WarrantsHuntington Stock Plans, FNB Huntington does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Huntington Common Stock or Merger Sub Units or any other equity securities of FNB Huntington or Merger Sub or any securities representing the right to purchase or otherwise receive any shares of FNB Huntington Common StockStock or Merger Sub Units. The shares of FNB Huntington Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be have been validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) 3.14.1 The authorized capital stock of FNB PharMerica consists solely of 500,000,000 300,000,000 shares of FNB PharMerica's common stock, par value $0.01 per share (the "PharMerica Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding"), and 20,000,000 500,000 shares of PharMerica's preferred stock, par value $0.01 par value per share (the “FNB "PharMerica Preferred Stock”"), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30December 31, 20211998, 9,904,433 there were 89,387,106 shares of FNB PharMerica Common Stock and no shares of PharMerica Preferred Stock outstanding and no shares of PharMerica Common Stock or PharMerica Preferred Stock were held in FNB’s PharMerica's treasury; and except for shares which have been issued upon the exercise of PharMerica Warrants and PharMerica Options outstanding on December 31, 1998, there have been no issuances of capital stock of PharMerica since December 31, 1998. As of June 30December 31, 20211998, 290,000 shares of PharMerica Common Stock were issuable upon the exercise of outstanding warrants (the "PharMerica Warrants") and 5,969,272 shares of PharMerica Common Stock were issuable upon the exercise of outstanding PharMerica Options granted under the stock option plans of PharMerica (the "PharMerica Option Plans"); no shares of FNB PharMerica Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock are reserved for issuance for any purpose other than upon exercise of such outstanding PharMerica Warrants or such outstanding PharMerica Options or upon the grant of other options issued or available for issuance pursuant to employee the PharMerica Option Plans or pursuant to the PharMerica Rights Agreement. Since December 31, 1998, no PharMerica Warrants or PharMerica Options have been granted and director stock plans of FNB in effect as of no agreements or commitments have been made to grant any PharMerica Warrants or PharMerica Options. Except for the date of this Agreement (the “FNB Stock Plans”)foregoing, and (ii) no there are not any existing options, warrants, calls, subscriptions, or other rights or other agreements or commitments obligating PharMerica to issue, transfer or sell any shares of FNB Common Stock reserved capital stock of PharMerica or any other securities convertible into or evidencing the right to subscribe for issuance pursuant to warrants issued any such shares. There are no outstanding stock appreciation rights with respect to the Treasury Department (the “FNB Warrants”)capital stock of PharMerica. All of the issued and outstanding shares of FNB PharMerica Common Stock have been, are duly authorized and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free have not been issued in violation of (nor are any of the authorized shares of capital stock of, or other equity interests in, PharMerica subject to) any preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreementor similar rights created by statute, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments Certificate of Incorporation or agreements By-laws of any character calling for the purchase or issuance of any shares of FNB Common Stock PharMerica or any other equity securities of FNB agreement to which PharMerica is a party or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to by which it may be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsbound.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of CIT consists of 700,000,000 shares of CIT Common Stock, 510,000,000 shares of Class B Common Stock, par value $0.01 per share ("CIT B Stock"), and 50,000,000 shares of preferred stock, par value $0.01 per share ("CIT Preferred Stock"). As of August 2, 1999, there were 161,604,093 shares of CIT Common Stock, no shares of CIT B Stock and no shares of CIT Preferred Stock issued and outstanding. As of June 30, 2021, 9,904,433 and 1,580,480 shares of FNB CIT Common Stock were held in FNB’s CIT's treasury. As of June 30, 2021the date of this Agreement, no shares of FNB CIT Common Stock or FNB CIT Preferred Stock were reserved for issuance, except for that (i) 12,087,867 12,898,999 shares of FNB CIT Common Stock were reserved for issuance upon the exercise of stock options issued or available for issuance pursuant to employee the Employee Long Term Equity Compensation Plan and director stock plans of FNB in effect as of the date of this Agreement Employee Stock Purchase Plan (collectively, the “FNB "CIT Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”"). All of the issued and outstanding shares of FNB CIT Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, the FNB Stock Plans except as referred to above, CIT does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB CIT Common Stock or CIT Preferred Stock or any other equity securities of FNB CIT or any securities representing the right to purchase or otherwise receive any shares of FNB CIT Common Stock or CIT Preferred Stock. The shares of FNB CIT Common Stock to be issued pursuant to the Merger Arrangement or upon exchange from time to time of the Exchangeable Shares have been duly authorized and, when issued and delivered in accordance with the terms on their respective dates of this Agreementissue, such shares will be validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

Capitalization. (a) The entire authorized capital stock of FNB Bracknell consists of 500,000,000 an unlimited number of common shares and an unlimited number of preferred shares issuable in series (collectively the "Authorized Bracknell Capital Stock"). Of the Authorized Bracknell Capital Stock: 40,586,760 shares of FNB Bracknell Common Stock, of which, as of June 30, 2021, 319,465,156 Stock and 0 preferred shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were are validly issued and outstanding. As of June 30, 2021, 9,904,433 Bracknell has granted options to purchase 4,185,594 shares of FNB Bracknell Common Stock were held within the reserves of Bracknell's stock option plan at a weighted average exercise price of $5.36 in FNB’s treasuryCanadian dollars per share and has granted options to purchase 610,000 shares of Bracknell Common Stock outside the reserves of Bracknell's stock option plan (subject to the approval of Bracknell's stockholders to increase the reserves under the plan) at a weighted average exercise price of $7.52 in Canadian dollars per share (collectively, the "Bracknell Stock Options"). As Bracknell has also issued warrants to purchase 385,824 shares of June 30Bracknell Common Stock at an exercise price of $4.25 per share. Each of the aforesaid outstanding shares has been validly issued, 2021is fully paid and nonassessable, and has not been issued in violation of any preemptive rights. Except as set forth on Schedule 5.05(a), no options, warrants or other rights to acquire, sell or issue shares of capital stock of Bracknell are outstanding, and between the date hereof and the Effective Time, (i) no shares of FNB Common Stock capital stock of Bracknell and no such options, warrants or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)rights will be issued, and (ii) no shares none of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All such options shall vest or become exercisable as a result of the issued and outstanding shares Merger or change in ownership of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Bracknell Common Stock or any other equity securities change in composition of FNB or any securities representing the right Bracknell Board of Directors. At the Effective Time, the holders of Able Shares and Series D Shares will receive good and valid title to purchase or otherwise receive any the shares of FNB Common Stock. The shares of FNB Bracknell Common Stock to be issued pursuant to (constituting the "Merger have been duly authorized andConsideration"), when issued free and delivered in accordance clear of all Liens and with no proxies or restrictions on the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsvoting or other rights pertaining thereto.

Capitalization. (ai) The authorized capital stock of FNB Leucadia consists of 500,000,000 (i) 600,000,000 shares of FNB Leucadia Common Stock, Stock of which, as of June 30March 31, 20212008, 319,465,156 222,610,840 shares were issued and outstanding, outstanding and 20,000,000 (ii) 6,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)$1.00 per share, of whichLeucadia, as of the date of this Agreement, 110,877 which no shares were issued and outstandingoutstanding as of March 31, 2008. As of June 30March 31, 20212008, 9,904,433 Leucadia held 56,886,204 shares of FNB Leucadia Common Stock were held in FNB’s its treasury. As of June 30March 31, 2021, no 2008 there were 22,649,801 shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Leucadia Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee in connection with outstanding warrants, the Company’s stock option plan and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)Company’s outstanding 3-3/4 % Convertible Senior Subordinated Debt. All of the issued and outstanding shares of FNB Common Stock Leucadia capital stock have been, been duly and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when validly authorized and issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, are fully paid and nonassessable nonassessable, and free of are not subject to preemptive rights. No bonds, with no personal liability attaching debentures, notes or other indebtedness having the right to vote on any matters on which the ownership thereofstockholders of Leucadia may vote (“Leucadia Voting Debt”) are issued and outstanding. Except Other than as set forth in this subsection (e) or pursuant to this AgreementAgreement or the 3-3/4 % Convertible Senior Subordinated Debt, the FNB Stock Plans and the FNB Warrants, FNB is not bound (A) no equity securities or Leucadia Voting Debt of Leucadia are or may be required to be issued by reason of any outstanding subscriptions, options, warrants, callsrights to subscribe to, calls or commitments or agreements of any character calling whatsoever, (B) there are outstanding no securities or rights convertible into or exchangeable for the purchase or issuance of any shares of FNB Common Stock or any other equity securities or Leucadia Voting Debt of FNB Leucadia and (C) there are no contracts, commitments, understandings or any arrangements by which Leucadia is bound to issue additional equity securities representing the right or Leucadia Voting Debt or options, warrants or rights to purchase or otherwise receive acquire any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsadditional equity securities or Leucadia Voting Debt.

Capitalization. (a) The authorized capital stock of FNB Acquiror consists of 500,000,000 250,000,000 shares of FNB Acquiror Common Stock, and 8,155,044 shares of whichAcquiror Preferred Stock. As of April 2, as 1998, (i) 107,319,277 shares of June 30, 2021, 319,465,156 shares Acquiror Common Stock were issued and outstanding, and 20,000,000 ; (ii) 4,072,145 shares of preferred stock, $0.01 par value Acquiror Common Stock were issuable upon exercise of employee and non-employee stock options (the “FNB "Acquiror Stock Options") outstanding under all stock option plans of Acquiror (the "Acquiror Stock Option Plans"); and (iii) 3,754,635 shares of Acquiror Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares Stock were issued and outstanding. As of June 30April 2, 20211998, 9,904,433 17,011,848 shares of FNB Acquiror Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)treasury shares. All of the issued and outstanding shares of FNB Acquiror Common Stock have beenare validly issued, fully paid and all nonassessable and free of preemptive rights. All of the shares of FNB Acquiror Common Stock reserved for issuance issuable as described consideration in the foregoing clauses (i) – (ii), when issued Merger at the Effective Time in accordance with the terms of the stock plansthis Agreement will be, warrants and other instruments referred to in those clauseswhen so issued, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreementas set forth above, the FNB Stock Plans and the FNB Warrantsas of April 2, FNB is not bound by 1998, there were no shares of capital stock of Acquiror issued or outstanding or any outstanding subscriptions, options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating Acquiror to issue, transfer, sell, redeem, repurchase or agreements of any character calling for the purchase or issuance of otherwise acquire any shares of FNB Common Stock its capital stock or any securities. There are no notes, bonds, debentures or other equity securities indebtedness of FNB or any securities representing Acquiror having the right to purchase vote (or otherwise receive convertible into or exchangeable for securities having the right to vote) on any matters upon which stockholders of Acquiror may vote. The authorized capital stock of HAC consists of 1,000 shares of FNB Common Stock. The shares common stock, par value $.01 per share, all of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be which are validly issued, fully paidpaid and nonassessable, nonassessable and are owned by Acquiror free and clear of preemptive rightsany Lien.

Capitalization. (ai) The authorized capital stock of FNB Valero consists of 500,000,000 (A) 150,000,000 shares of FNB Valero Common Stock, Stock (each of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”which includes one Valero Right), of which, as of March 31, 2001, 61,016,165 shares were issued and outstanding and 1,295,001 shares were held in treasury and (B) 20,000,000 shares of preferred stock, par value $0.01 per share, of Valero (the "Valero Preferred Stock," together with the Valero Common Stock, the "Valero Capital Stock"), of which no shares are issued and outstanding. From January 31, 2001 to the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Valero Capital Stock or FNB Preferred Stock were reserved for issuance, have been issued except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB Valero in effect as of the date of this Agreement hereof (the “FNB "Valero Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”"). All of the issued and outstanding shares of FNB Valero Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except pursuant to the FNB terms of options and stock issued pursuant to Valero Stock Plans and pursuant to the FNB WarrantsValero Rights, FNB Valero does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Valero Capital Stock or any other equity securities of FNB Valero or any securities representing the right to purchase or otherwise receive any shares of FNB Common Valero Capital Stock. The As of March 31, 2001, no shares of FNB Valero Capital Stock were reserved for issuance, except for shares of Valero Common Stock to be issued reserved for issuance upon the exercise of stock options pursuant to the Merger have been Valero Stock Plans and in respect of the employee and director savings, compensation and deferred compensation plans described in the Valero 2000 10-K and 1,500,000 shares of Junior Participating Preferred Stock, Series I, reserved for issuance in connection with the Valero Rights Agreement. Valero has no Voting Debt issued or outstanding. Except for immaterial amounts of directors' qualifying shares in foreign Subsidiaries of Valero, Valero owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Valero, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and, when and validly issued and delivered in accordance with the terms of this Agreement, will be validly issued, are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of Valero has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stockbeneficial interest of Kranzco consist of 100,000,000 shares of beneficial interest, $.01 par value per share. As of which, as of June November 30, 20211999, 319,465,156 shares were Kranzco had issued and outstanding, : 10,562,832 Kranzco Common Shares; 11,155 Kranzco Series A-1 Preferred Shares; 274,029 Kranzco Series B-1 Preferred Shares; 909,248 Kranzco Series B-2 Preferred Shares; and 20,000,000 1,800,000 Kranzco Series D Preferred Shares. No other shares of preferred stockKranzco Preferred Shares are authorized, $0.01 par value issued or outstanding except Kranzco has authorized 140,000 Kranzco Series E Preferred Shares, none of which is issued or outstanding. Except for Kranzco Preferred Shares and Kramont Options (the “FNB Preferred Stock”as defined below), Kranzco has no outstanding bonds, debentures, notes or other obligations the holders of which, as which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the holders of the date of Kranzco Common Shares on any matter. As used in this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 "Kramont Options" means options to purchase shares of FNB Kranzco Common Stock were held in FNB’s treasury. As of June 30Shares outstanding under Kranzco's 1992 Employee Share Option Plan, 2021, no shares of FNB Common Stock 1992 Trustee Share Option Plan or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)1995 Incentive Plan. All of the such issued and outstanding shares of FNB Kranzco Common Stock have been, Shares and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be Kranzco Preferred Shares are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights, except that shareholders may be subject to further assessment with respect to certain claims for tort, contract, taxes, statutory liability and otherwise in some jurisdictions to the extent such claims are not satisfied by Kranzco. There are not at the date of this Agreement any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate Kranzco or any of the Kranzco Subsidiaries to issue, transfer or sell any shares of capital stock of Kranzco or any of the Kranzco Subsidiaries other than the issuance by Kranzco (i) of Kranzco Common Shares issuable upon the conversion of Kranzco Preferred Shares, (ii) of Kranzco Common Shares issuable upon exercise of share options issued to employees and trustees and (iii) of preferred stock purchase rights (each a "Kranzco Right" and collectively, the "Kranzco Rights") to the holders of Kranzco Common Shares issuable pursuant to a right to purchase Kranzco Common Shares pursuant to that certain Rights Agreement, dated November 10, 1998, between Kranzco and First Union National Bank, as rights agent. As of November 30, 1999 (i) the Kranzco Series A-1 Preferred Shares would be convertible into 500,000 Kranzco Common Shares, (ii) the Kranzco Series B-1 Preferred Shares and the Kranzco Series B-2 Preferred Shares would be convertible into 1,582,979 Kranzco Common Shares in the aggregate, and (iii) 928,750 Kranzco Common Shares are issuable upon the exercise of share options issuable to employees and trustees. Kranzco has paid all declared and unpaid dividends on the Kranzco Preferred Shares through November 30, 1999. Section 6.3 of the Kranzco Disclosure Letter sets forth the names of the holders, number of shares underlying and exercise price of each outstanding Kramont Option and the names of the holders of restricted shares, number of restricted shares held and the vesting schedule and other restrictions for such restricted shares. There are no agreements or understandings to which Kranzco is a party with respect to the voting of any of Kranzco Common Shares or which restrict the transfer of any such shares, nor does Kranzco have knowledge of any such agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares other than those set forth in the Declaration of Trust with respect to the maintenance of Kranzco as a REIT and the share ownership limits set forth therein and the CV Voting Agreements. There are no outstanding contractual obligations of Kranzco to repurchase, redeem or otherwise acquire any Kranzco Common Shares or any other securities of Kranzco. Kranzco is not under any obligation, contingent or otherwise, by reason of any agreement to register any of its or any Kranzco Subsidiary's securities under the Securities Act.

Capitalization. (ai) The authorized capital stock of FNB Tosco consists of 500,000,000 (A) 250,000,000 shares of FNB Tosco Common Stock, Stock (each of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”which includes one Tosco Right), of which, as of January 31, 2001, 144,896,342 shares were issued and outstanding and 32,927,172 shares were held in treasury and (B) 12,000,000 shares of preferred stock, par value $.01 per share, of Tosco ("Tosco Preferred Stock," together with the Tosco Common Stock, the "Tosco Capital Stock"), of which no shares are issued and outstanding. From January 31, 2001 to the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Tosco Capital Stock or FNB Preferred Stock were reserved for issuance, have been issued except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB Tosco in effect as of the date hereof (the "Tosco Stock Plans"). As of the date of this Agreement (the “FNB Stock Plans”)Agreement, and (ii) no shares of FNB Common Stock reserved for issuance except pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the options, stock plansand restricted units issued pursuant to Tosco Stock Plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching pursuant to the ownership thereof. Except 5 3/4% convertible junior subordinated debentures of Tosco and the 5 3/4% convertible preferred securities of Tosco Financing Trust (together, the "Tosco Toprs") and pursuant to this Agreementthe Tosco Rights, the FNB Stock Plans Tosco does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Tosco Capital Stock or any other equity securities of FNB Tosco or any securities of Tosco representing the right to purchase or otherwise receive any shares of FNB Common Tosco Capital Stock. The As of January 31, 2001, no shares of FNB Tosco Capital Stock were reserved for issuance, except for 9,010,474 shares of Tosco Common Stock to be issued reserved for issuance upon the exercise of stock options pursuant to the Merger have been duly authorized andTosco Stock Plans and in respect of the employee and director savings, when issued compensation and delivered deferred compensation plans described in accordance the Tosco 1999 10-K, 9,113,940 shares of Tosco Common Stock reserved for issuance upon conversion of the Tosco Toprs and 2,500,000 shares of Series A Junior Participating Preferred Stock reserved for issuance in connection with the terms of this Tosco Rights Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights. Tosco has no Voting Debt issued or outstanding.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of ACQUIROR consists of (a) 22,400,000 shares were issued of ACQUIROR Common Stock and outstanding(b) 2,000,000 shares of preferred stock, par value $0.001 per share ("ACQUIROR Preferred Stock"). As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses Agreement: (i) – (ii)1,158,249 shares of ACQUIROR Common Stock are issued and outstanding, when issued in accordance with the terms all of the stock plans, warrants and other instruments referred to in those clauses, will be which are duly authorized, validly issued, fully paid and nonassessable and free not subject to preemptive rights created by statute, common law, ACQUIROR's Certificate of preemptive rightsIncorporation or By-Laws, with or any agreement to which ACQUIROR is a party or is bound or otherwise; (ii) no personal liability attaching to the ownership thereof. Except shares of ACQUIROR Common Stock are held in treasury; (iii) 241,636 shares of ACQUIROR Common Stock are reserved for future issuance pursuant to outstanding warrants; and (iv) 7,933 shares of ACQUIROR Common Stock are reserved for future issuance pursuant to outstanding stock options issued to certain officers, employees, directors, consultants and other persons. As of the date of this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any no shares of FNB Common ACQUIROR Preferred Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stockare issued and outstanding. The shares of FNB ACQUIROR Common Stock to be issued pursuant to in the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this AgreementMerger, will be validly issued, fully paidpaid and nonassessable. As of the date of this Agreement, nonassessable there are no options, warrants or other rights (including registration rights), agreements, arrangements or commitments of any character to which ACQUIROR is a party relating to the issued or unissued capital stock or other securities of ACQUIROR to grant, issue or sell any shares of the capital stock or other securities of ACQUIROR, by sale, lease, license or otherwise, except (A) as disclosed in Section 6.3 of the ACQUIROR Disclosure Schedule and free (B) for options to purchase ACQUIROR Common Stock under ACQUIROR's existing stock option plans to the extent stock options for such shares thereunder have not yet been granted. As of preemptive rightsthe date of this Agreement, there are no obligations, contingent or otherwise, of ACQUIROR to repurchase, redeem or otherwise acquire any shares of ACQUIROR Common Stock.

Capitalization. (a) The As of the date hereof, the authorized shares of capital stock of FNB consists Marigold consist solely of 500,000,000 (i) 5,000,000 Marigold Preferred Shares, and (ii) 95,000,000 Marigold Common Shares, consisting of (A) 80,000,000 shares of FNB Marigold Common Stock; and (B) 15,000,000 shares of Marigold Class B Common Stock. As of the close of business on September 3, 2015 (the “Capitalization Date”) 37,634,962 shares of which, as of June 30, 2021, 319,465,156 shares Marigold Common Stock were issued and outstanding, and 20,000,000 6,961,816 shares of preferred stockMarigold Class B Common Stock were issued and outstanding and no Marigold Preferred Shares were issued or outstanding. From the close of business on the Capitalization Date through the date hereof, $0.01 par value there have been no issuances of Marigold Common Shares or Marigold Preferred Shares other than (i) issuances of shares of Marigold Common Stock upon the “FNB Preferred conversion of shares of Marigold Class B Common Stock”), or (ii) issuances of which, shares of Marigold Common Stock pursuant to the exercise or settlement of Marigold Equity Grants outstanding as of the Capitalization Date. As of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 24,433,023 shares of FNB Marigold Common Stock were are held in FNBMarigold’s treasury. As of June 30treasury and no other shares are owned, 2021directly or indirectly, no shares of FNB Common Stock by Marigold or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as any of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)Marigold Subsidiaries. All of the issued and outstanding shares of FNB Marigold Common Stock Shares have been, been duly authorized and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, are fully paid and nonassessable paid, nonassessable, and free of preemptive rights, and have been issued in compliance with no personal liability attaching to the ownership thereofall applicable securities Laws. Except pursuant (i) for the right of holders of shares of Marigold Class B Common Stock to this Agreementconvert to shares of Marigold Common Stock and (ii) as set forth in Section 3.2(b) of the Marigold Disclosure Letter, neither Marigold nor any of the FNB Stock Plans and the FNB Warrants, FNB Marigold Subsidiaries has been or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase sale or issuance of any shares of FNB Common Stock representing capital stock or any other equity securities of FNB Marigold or any securities representing the right rights to purchase or otherwise receive any shares of FNB Common Stockcapital stock or any other equity securities of Marigold, or any securities exercisable, convertible or exchangeable for, or the value of which is determined in reference to, any such shares, interests or securities. The Except as set forth in Section 3.2(b) of the Marigold Disclosure Letter, as of the date hereof, there are no options, restricted stock or other equity-based awards issued by Marigold or any Marigold Subsidiary currently outstanding under the Marigold Benefit Plans or otherwise. There are no outstanding bonds, debentures, notes or other Indebtedness of Marigold or any Marigold Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of FNB capital stock of Marigold may vote. There are no outstanding agreements or other obligations of Marigold or any of the Marigold Subsidiaries requiring the registration for sale of any Marigold Common Stock to be issued pursuant to Shares, Marigold Preferred Shares or other Equity Interests in Marigold or any of the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsMarigold Subsidiaries.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June September 30, 20212012, 319,465,156 140,173,022 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 no shares were issued and outstanding. As of June September 30, 20212012, 9,904,433 380,295 shares of FNB Common Stock were held in FNB’s treasury. As of June September 30, 20212012, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 11,523,898 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), ) and (ii) no 1,470,682 shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in that may be issued pursuant to the foregoing clauses (i) – (ii)FNB Stock Plans and the FNB Warrants will be, when issued in accordance with the terms of the stock plansthereof, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters in which shareholders of FNB may vote are issued or outstanding. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be have been validly issued, fully paid, nonassessable and free of preemptive rights.

Capitalization. (a) The entire authorized capital stock of FNB Acquiror consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 15,249,599 shares of preferred stock, $0.01 .01 par value (the “FNB Preferred Stock”)per share, of which, which 298,187 shares are issued and outstanding as of the date September 1, 1999 and no shares of this AgreementAcquiror preferred stock were held in Treasury as of September 1, 110,877 shares 1999, and 29,000,000 Acquiror Shares, of which 11,562,906 Acquiror Shares were issued and outstanding. As outstanding as of June 30September 1, 2021, 9,904,433 shares of FNB Common Stock 1999 and no Acquiror Shares were held in FNB’s treasury. As of June 30treasury on September 1, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)1999. All of the issued and outstanding shares of FNB Common Stock Acquiror Shares have been, been duly authorized and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, are validly issued, fully paid and nonassessable nonassessable, and free none have been issued in violation of any preemptive or similar right. Except as set forth in ss.4(b) of the Acquiror Disclosure Letter, neither Acquiror nor any of its Subsidiaries has any outstanding or authorized Stock Rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to Acquiror or any of its Subsidiaries. There are no rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, callscontracts, commitments or agreements arrangements obligating Acquiror or any of its Subsidiaries to redeem, purchase or acquire, or offer to purchase, redeem or acquire, any outstanding shares of, or any outstanding options, warrants or rights of any character calling for the purchase or issuance of kind to acquire any shares of FNB Common Stock of, or any other equity outstanding securities that are convertible into or exchangeable for any shares of, capital stock of FNB or any securities representing Acquiror. The Acquiror Shares to be issued in connection with the right Merger (including the Acquiror Shares to be issued to the holders of Company Shares and the Acquiror Shares to be issued to holders of Stock Rights to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant acquire Company Shares upon the exercise and according to the Merger terms of such Stock Rights) have been duly authorized andby all necessary corporate action, and when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, paid and nonassessable and free of not subject to any preemptive rights, and will be issued in compliance with the requirements of the Securities Act and applicable state securities or Blue Sky laws.

Capitalization. (a) The authorized capital stock of FNB MAF consists of 500,000,000 (a) 80,000,000 shares of FNB MAF Common Stock, and (b) 5,000,000 shares of whichMAF preferred stock, as par value $.01 per share (“MAF Preferred Stock”). As of June 30the close of business on April 27, 20212007, 319,465,156 32,933,888 shares of MAF Common Stock were validly issued and outstanding, fully paid and 20,000,000 nonassessable, and there are no shares of preferred stock, $0.01 par value (the “FNB MAF Preferred Stock”), of which, as Stock issued or outstanding. As of the date of this Agreement, 110,877 shares there were issued and outstanding. As of June 30, 2021, 9,904,433 outstanding under MAF Option Plans options to purchase 3,046,838 shares of FNB MAF Common Stock, which MAF Options had a weighted average exercise price of $33.88 and for which adequate shares of MAF Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock have been reserved for issuance upon exercise under the MAF Option Plans. There are 120,620 RSUs outstanding on the date hereof. Section 5.3 of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect the MAF Disclosure Letter sets forth as of the close of business on the date of this Agreement Agreement, with respect to each MAF Option, a true, accurate complete list of (i) the name of each optionee for the MAF Option (each, an “FNB Stock PlansOptionee”), and (ii) the number of shares of MAF Common Stock the Optionee has the right to purchase under the MAF Option, (iii) the exercise price for the MAF Option and (iv) the date the MAF Option was granted to the Optionee. The exercise price per share of MAF Common Stock under the MAF Options was determined based on the market value of such shares of MAF Common Stock on the date such MAF Options were granted. No MAF Option (x) has a stated exercise price lower than the market value (as then defined in the respective MAF Option Plan under which the MAF Option was granted) on the grant date of the MAF Option, or (y) has a grant date “backdated.” Except as set forth in this Section 5.3, there are no shares of FNB Common Stock reserved for issuance pursuant to warrants capital stock of (or any other type of equity interest in) MAF that are authorized, issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have beenor outstanding, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with there are no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, callsrights, convertible securities or any other agreements (including, without limitation, restricted stock award agreements) or commitments or agreements of any character calling for relating to the purchase issued or issuance unissued capital stock or other securities of any MAF obligating MAF to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of FNB Common Stock capital stock of MAF or obligating MAF to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. There are no voting trusts or other agreements or understandings to which MAF or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant MAF Subsidiary is a party with respect to the Merger have been duly authorized and, when issued and delivered in accordance with voting of the terms capital stock of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsMAF.

Capitalization. (a) The authorized capital stock of FNB Acquiror consists of 500,000,000 3,000,000,000 shares of FNB Acquiror Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 9,940,000 shares of preferred stockAcquiror Preferred Stock. As of the close of business on February 28, $0.01 par value 2011 (the “FNB Preferred StockAcquiror Capitalization Date”), there were 1,205,317,822 shares of which, as Acquiror Common Stock issued and outstanding and no shares of the date of this Agreement, 110,877 shares were Acquiror Preferred Stock issued and outstanding. As of June 30the Acquiror Capitalization Date, 2021, 9,904,433 223,286,700 shares of FNB Acquiror Common Stock were held in FNBAcquiror’s treasury. As of June 30, 2021the Acquiror Capitalization Date, no shares of FNB Acquiror Common Stock or FNB Acquiror Preferred Stock were reserved for issuance, except for (i) 12,087,867 an aggregate of 55,941,396 shares of FNB Acquiror Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)outstanding Acquiror Options, and (ii) no 3,801,100 shares of FNB Acquiror Common Stock reserved for issuance upon the settlement of outstanding Acquiror Stock-Based Awards, (iii) 17,935,985 shares of Acquiror Common Stock reserved for issuance pursuant to warrants issued the Acquiror Stock Incentive Plans and not otherwise subject to the Treasury Department issuance as provided in clauses (the “FNB Warrants”)i) and (ii) herein, and (iv) 46,261,877 shares of Acquiror Common Stock available for issuance pursuant to Acquiror’s Employee Stock Purchase Plan. All of the issued and outstanding shares of FNB Acquiror Common Stock have beenbeen duly authorized and validly issued and are fully paid, nonassessable and all free of preemptive rights. As of the Acquiror Capitalization Date, except as set forth in this Section 5.2, neither Acquiror nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, convertible securities, preemptive rights, redemption rights, stock appreciation rights, stock-based performance units or other similar rights, agreements, arrangements or commitments of any character relating to the purchase or issuance of any shares of FNB Acquiror’s capital securities or other equity securities of Acquiror or any securities representing the right to purchase or otherwise receive any shares of Acquiror’s capital securities or equity-based awards, nor is there any agreement, to which Acquiror or any of its Subsidiaries is a party obligating Acquiror or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of Acquiror or securities convertible into or exchangeable for such shares or equity interests, (B) issue, grant, extend or enter into any such subscription, option, warrant, call, convertible securities, stock-based performance units or other similar right, agreement, arrangement or commitment or (C) redeem or otherwise acquire any such shares of capital stock or other equity interests. The shares of Acquiror Common Stock reserved for issuance as described in to be issued pursuant to the foregoing clauses (i) – (ii)Merger have been duly authorized and, when issued in accordance with at the terms of the stock plansEffective Time, warrants and other instruments referred to in those clauses, all such shares will be duly authorized, validly issued, fully paid and paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements The authorized capital stock of any character calling for the purchase or issuance Merger Sub consists of any 100 shares of FNB Common Stock or any other equity securities common stock, par value $0.01 per share, all of FNB or any securities representing the right to purchase or otherwise receive any which shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when are issued and delivered in accordance with the terms outstanding and owned beneficially and of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsrecord by Acquiror.

Capitalization. (a) The authorized capital stock of FNB MidSouth consists of 500,000,000 30,000,000 shares of FNB MidSouth Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 5,000,000 shares of preferred stock, $0.01 no par value (the “FNB Preferred Stock”), of which, as per share. As of the date of this Agreement, 110,877 no shares were of capital stock or other voting securities of MidSouth are issued, reserved for issuance or outstanding, other than (i) 16,717,021 shares of MidSouth Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 which number includes 161,622 shares of FNB MidSouth Common Stock were held granted in FNB’s treasury. As respect of June 30outstanding MidSouth Restricted Stock Awards, 2021, (ii) no shares of FNB MidSouth Common Stock or FNB Preferred Stock were reserved for issuanceheld in treasury, except for (iiii) 12,087,867 69,552 shares of FNB MidSouth Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement outstanding MidSouth Options, (the “FNB Stock Plans”), and (iiiv) no shares of FNB MidSouth Common Stock reserved for issuance pursuant to warrants upon the settlement of outstanding time-vesting MidSouth RSU Awards, (v) 49,560 shares (assuming performance goals are satisfied at target) of MidSouth Common Stock reserved for issuance upon the settlement of outstanding performance-vesting MidSouth RSU Awards, (vi) 32,000 shares of MidSouth Series B Preferred Stock issued to the Treasury Department and outstanding and (the “FNB Warrants”)vii) 89,721 shares of MidSouth Series C Preferred Stock issued and outstanding. All of the issued and outstanding shares of FNB MidSouth Common Stock and MidSouth Preferred Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, subject, in the case of MidSouth Equity Awards, to the terms and conditions of such MidSouth Equity Awards. No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of MidSouth may vote are issued and outstanding. Except pursuant to as set forth in Section 3.2(a) of the MidSouth Disclosure Schedule, as of the date of this Agreement, no trust preferred or subordinated debt securities of MidSouth are issued or outstanding. Other than MidSouth Equity Awards, in each case, issued prior to the FNB Stock Plans and the FNB Warrantsdate of this Agreement, FNB is not bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating MidSouth to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect pursuant to which MidSouth or any of any character calling for the purchase MidSouth Subsidiaries has a contractual or issuance other obligation with respect to the voting or transfer of any shares of FNB the MidSouth Common Stock or any other equity securities interests of FNB or any securities representing MidSouth, other than the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsSupport Agreements.

Capitalization. (a) The authorized capital stock of FNB NCBC consists of 500,000,000 (i) 175,000,000 shares of FNB NCBC Common Stock, of which, as of June 30March 13, 20212000, 319,465,156 108,179,637 shares were issued and outstanding, outstanding and 20,000,000 (ii) 5,000,000 shares of preferred stock, $0.01 no par value per share (the “FNB "NCBC Preferred Stock”" and, together with the NCBC Common Stock, the "NCBC Capital Stock"), of which, as of the date of this Agreementhereof, 110,877 no shares were are issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB NCBC Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to As of the date of this Agreement, except pursuant to the FNB terms of (i) the NCBC Option Agreement, (ii) options to acquire 5,529,423 shares of NCBC Common Stock Plans issued pursuant to employee and director stock plans of NCBC in effect as of the FNB Warrantsdate hereof (the "NCBC Stock Plans"), FNB (iii) options to acquire up to a maximum of 152,569 shares of NCBC Common Stock that may be issued to holders of options to acquire shares of common stock of Piedmont Bancorp, Inc. ("Piedmont") in the event of consummation of a merger (the "Piedmont Merger") of Piedmont into NCBC pursuant to an Agreement and Plan of Reorganization dated as of December 27, 1999 between NCBC and Piedmont (the "Piedmont Merger Agreement") and (iv) the obligation to issue a maximum of 1,514,108 shares of NCBC Common Stock to shareholders of Piedmont pursuant to the Piedmont Merger Agreement (subject to the satisfaction or waiver of conditions stated in the Piedmont Merger Agreement) in the event of consummation of the Piedmont Merger, NCBC does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common NCBC Capital Stock or any other equity securities of FNB NCBC or any securities representing the right to purchase or otherwise receive any shares of FNB Common StockNCBC Capital Stock (collectively, including the items contemplated by clauses (i) through (iii) of this sentence, the "NCBC Rights"). The As of the date hereof, no shares of FNB NCBC Capital Stock were reserved for issuance, except for 21,527,748 shares of NCBC Common Stock to be issued reserved for issuance upon exercise of the NCBC Option Agreement, shares of NCBC Common Stock reserved for issuance in connection with the NCBC Dividend Reinvestment Plan (the "NCBC DRIP"), and 5,712,771 shares of NCBC Common Stock reserved for issuance upon the exercise of stock options pursuant to the Merger have been duly authorized andNCBC Stock Plans. Since December 31, when 1999, NCBC has not issued any shares of NCBC Capital Stock or any securities convertible into or exercisable for any shares of NCBC Capital Stock, other than as would be permitted by Section 5.2(b) hereof and delivered pursuant to the NCBC Option Agreement. NCBC has previously provided CCB with a list of the option holders, the date of each option to purchase NCBC Common Stock granted, the number of shares subject to each such option, the expiration date of each such option and the price at which each such option may be exercised under an applicable NCBC Stock Plan. In no event will the aggregate number of shares of NCBC Common Stock outstanding at the Effective Time (including all shares of NCBC Common Stock subject to then-outstanding NCBC Rights other than the NCBC Option Agreement) exceed the number specified in accordance with Section 3.2(a) of the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsNCBC Disclosure Schedule.

Capitalization. (a) The authorized capital stock of FNB NCC consists of 500,000,000 30,000,000 shares of FNB NCC Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 250,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)per share, of which, as which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock capital stock or FNB Preferred Stock were other voting securities of NCC are issued, reserved for issuanceissuance or outstanding, except for other than (i) 12,087,867 20,676,731 shares of FNB NCC Common Stock issued and outstanding and (ii) 796,700 shares of NCC Common Stock reserved for issuance upon the exercise or issuance of options issued or available for issuance pursuant to employee outstanding NCC Equity Awards and director stock plans NCC Warrants (none of FNB which is included in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB NCC Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”and outstanding shares set forth in Section 3.03(a)(i)). All of the issued and outstanding shares of FNB NCC Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except No bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of NCC may vote are issued or outstanding. There are no contractual obligations of NCC or any of its Subsidiaries pursuant to which NCC or any of its Subsidiaries could be required to register shares of capital stock or other securities of NCC or any of its Subsidiaries under the Securities Act. Except as set forth in NCC Disclosure Schedule Section 3.03(a), as of the date of this Agreement, no trust preferred or subordinated debt securities of NCC are issued or outstanding (the FNB Stock Plans securities set forth in NCC Disclosure Schedule Section 3.03(a), the “NCC Debentures”). Other than the NCC Warrants and the FNB WarrantsNCC Equity Awards issued prior to the date of this Agreement or as set forth in NCC Disclosure Schedule Section 3.03(a), FNB is not bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating NCC or any of any character calling for the purchase its Subsidiaries to issue, transfer, sell, purchase, redeem or issuance of otherwise acquire any shares of FNB NCC Common Stock or any other equity securities interests of FNB NCC or any securities representing of its Subsidiaries. No holder of capital stock of NCC will have dissenters’ rights with respect to any of the right to purchase or otherwise receive any shares of FNB Common Stocktransactions contemplated by this Agreement. The shares of FNB NCC Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsare listed for trading on NASDAQ.

Capitalization. (a) The authorized capital stock of FNB Dynegy consists of 500,000,000 900,000,000 shares of FNB Dynegy Class A Common Stock, 360,000,000 shares of which, as of June 30, 2021, 319,465,156 shares were issued and outstandingDynegy Class B Common Stock, and 20,000,000 70,000,000 shares of preferred stock, $0.01 no par value (the “FNB "Dynegy Preferred Stock”"), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30November 6, 20212001, 9,904,433 shares of FNB Common Stock there were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 238,956,530 outstanding shares of FNB Dynegy Class A Common Stock and 86,599,914 outstanding shares of Dynegy Class B Common Stock, (ii) 27,211,749 shares of Dynegy Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)outstanding Dynegy Options, and (iiiii) no outstanding shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)Dynegy Preferred Stock. All of the such issued and outstanding shares of FNB Dynegy Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be are duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rights, other than the rights of Chevron U.S.A. Inc. ("Chevron") pursuant to Article 6 of the Shareholder Agreement, dated as of June 14, 1999 (the "Dynegy Shareholder Agreement"), among Energy Convergence Holding Company, Illinova Corporation, Dynegy and Chevron. As of the date of this Agreement, except (a) as set forth in this Section 6.3, (b) for the rights of Chevron pursuant to Article 6 of the Dynegy Shareholder Agreement and pursuant to the Dynegy Subscription Agreement and the Dynegy Series B Preferred Stock and (c) for shares delivered upon exercises of options set forth in this Section 6.3 from October 26, 2001 to the date hereof, there are no outstanding shares of capital stock of Dynegy, and there are no options, warrants, calls, subscriptions, convertible securities or other rights, agreements or commitments that may obligate Dynegy or any of its Subsidiaries to issue, transfer or sell any shares of capital stock or other voting securities of Dynegy or any of its Significant Subsidiaries. Dynegy has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote, or which are convertible into or exercisable for securities having the right to vote, with the shareholders of Dynegy on any matter.

Capitalization. (a) The authorized capital stock of FNB TPT consists of 500,000,000 150,000,000 shares of FNB TPT Common Stock and 15,000,000 shares of TPT Preferred Stock. As of the date hereof, (i) 15,999,058 shares of which, as of June 30, 2021, 319,465,156 shares were TPT Common Stock are issued and outstanding, all of which have been duly authorized and 20,000,000 validly issued, and are fully paid and nonassessable, (ii) 2,761,952 shares of preferred stock, $0.01 par value TPT Common Stock are reserved for issuance upon the exercise of outstanding stock options granted pursuant to the TPT Stock Plan (the “FNB Preferred StockTPT Stock Options”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 (iii) zero shares of FNB TPT Common Stock were held in FNB’s treasury. As are reserved for issuance upon the settlement of June 30outstanding restricted stock units granted pursuant to the TPT Stock Plan (the “TPT Restricted Stock Units”), 2021, no (iv) 1,657,614 shares of FNB TPT Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock are reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans warrants of FNB in effect as of the date of this Agreement TPT (the “FNB Stock PlansTPT Warrants”), and (iiv) no zero shares of FNB TPT Common Stock are held in the treasury of TPT, (vi) 855,116 shares of TPT Common Stock are reserved for issuance pursuant to warrants TPT Stock Options not yet granted, and (vii) 100,000 shares of TPT Preferred Stock (designated Series A Preferred Stock, par value $0.001 per share) are reserved for issuance upon exercise of the Rights issued pursuant to the Treasury Department Rights Agreement dated May 13, 2005 between TPT and American Stock Transfer & Trust Company (replacing The Nevada Agency and Trust Company), as Rights Agent, as amended (the “FNB WarrantsTPT Rights Agreement”). All of the issued and outstanding No shares of FNB Common TPT Preferred Stock have beenare outstanding. There are not any bonds, and all shares of FNB Common Stock reserved for issuance debentures, notes or other indebtedness or, except as described in the foregoing clauses (i) – (ii)immediately preceding sentence, when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing TPT having the right to purchase vote (or otherwise receive convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of TPT may vote. Except as set forth in the second sentence of this Section 2.3, as of the date hereof, no shares of FNB Common Stock. The capital stock or other voting securities of TPT are issued, reserved for issuance or outstanding and no shares of FNB Common Stock to capital stock or other voting securities of TPT will be issued pursuant to or become outstanding after the Merger have been duly authorized and, when issued date hereof other than upon exercise of the TPT Stock Options and delivered in accordance with the terms TPT Warrants outstanding as of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsthe date hereof.

Capitalization. (a) The authorized capital stock of FNB Acquirer consists of 500,000,000 120,000,000 shares of FNB Acquirer Common StockStock and 5,000,000 shares of preferred stock, par value $.0001 per share, of whichwhich there are designated 500,000 shares of Series A Participating Preferred Stock and the remaining shares of which have not been designated. As of May 31, 1999, (i) 52,752,810 shares of Acquirer Common Stock were issued and outstanding, (ii) no shares of Series A Participating Preferred Stock (all of which are reserved for issuance in accordance with the Rights Agreement (the "ACQUIRER RIGHTS AGREEMENT") dated as of May 14, 1997, between Acquirer and The First National Bank of Boston, as of June 30Rights Agent, 2021, 319,465,156 shares pursuant to which Acquirer has issued Rights (the "ACQUIRER RIGHTS") to purchase Series A Participating Preferred Stock) were issued and outstanding, and 20,000,000 (iii) no shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Acquirer Common Stock were held in FNB’s treasurythe treasury of Acquirer or any of its Subsidiaries. As of June 3021, 20211999, no 30,734,468 shares of FNB Acquirer Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock are reserved for issuance pursuant to warrants Acquirer's plans identified in the Acquirer Disclosure Letter as being the only compensation or benefit plans or agreements pursuant to which shares of Acquirer Common Stock may be issued (collectively, the "ACQUIRER STOCK OPTION PLANS"), of which stock options to the Treasury Department purchase 15,730,732 shares of Acquirer Common Stock have been granted and are outstanding (the “FNB Warrants”of which options to purchase an aggregate of 6,283,522 shares were exercisable). All of the issued and outstanding shares of FNB Common Stock have beenAcquirer's capital stock are, and all shares of FNB Acquirer Common Stock reserved for issuance as described in that may be issued pursuant to the foregoing clauses (i) – (ii)exercise of outstanding employee stock options and convertible securities will be, when issued in accordance with the terms of the stock plansthereof, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable non-assessable. Except as disclosed in the Acquirer Disclosure Letter and free except for changes since the close of business on May 31, 1999, there are outstanding (x) no shares of capital stock or other voting securities of Acquirer, (y) no securities of Acquirer convertible into or exchangeable for shares of capital stock or voting securities of Acquirer, and (z) no options, warrants or other rights to acquire from Acquirer, and no preemptive or similar rights, with no personal liability attaching subscription or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the ownership thereofcapital stock of Acquirer, obligating Acquirer to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Acquirer or obligating Acquirer to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in clauses (x), (y) and (z) being referred to collectively as the "ACQUIRER SECURITIES"). Except pursuant as set forth in the Acquirer Disclosure Letter, there are no outstanding obligations of Acquirer or any of its Subsidiaries to this Agreementrepurchase, redeem or otherwise acquire any Acquirer Securities. There are not as of the FNB Stock Plans date hereof and there will not be at the FNB WarrantsEffective Time any stockholder agreements, FNB voting trusts or other agreements or understandings to which Acquirer or any of its Subsidiaries is not a party or by which it is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for relating to the purchase or issuance voting of any shares of FNB Common Stock the capital stock of Acquirer or any agreements, arrangements, or other equity securities of FNB understandings to which Acquirer or any securities representing of its Subsidiaries is a party or by which it is bound that will limit in any way the right to purchase solicitation of proxies by or otherwise receive any shares on behalf of FNB Common Stock. The shares Acquirer from, or the casting of FNB Common Stock to be issued pursuant votes by, the stockholders of Acquirer with respect to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsMerger.

Capitalization. (a) The authorized capital stock of FNB Nutmeg consists of 500,000,000 6,000,000 shares of FNB Nutmeg Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 2,000,000 shares of preferred stock, $0.01 par value (the “FNB Nutmeg Preferred Stock”), of which, as . As of the date hereof, there are (i) 1,435,294 shares of this Agreement, 110,877 shares were Nutmeg Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, outstanding and no shares of FNB Nutmeg Common Stock or FNB Preferred Stock were reserved for issuanceheld in Nutmeg's treasury, except for and (iii) 12,087,867 no shares of FNB Nutmeg Common Stock reserved for issuance upon exercise of outstanding stock options issued or available otherwise, except for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (iii) no 304,756 shares of FNB Nutmeg Common Stock reserved for issuance pursuant to warrants the Director Stock Option Plans (of which options for 236,139 shares are currently outstanding) and (ii) 293,416 shares of Nutmeg Common Stock reserved for issuance pursuant to the Employee Stock Option Plans (of which 292,968 option shares are currently outstanding); (iii) 384,457 shares of Nutmeg Common Stock reserved for issuance upon exercise of the option to be issued to NewMil pursuant to the Treasury Department Option Agreement; (the “FNB Warrants”)iv) 487,001 shares of Nutmeg Preferred Stock issued and outstanding; and (v) no shares of Nutmeg Preferred Stock reserved for issuance pursuant to any option plan. All of the issued and outstanding shares of FNB Common Nutmeg Capital Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this for the Option Agreement, the FNB aforementioned options to purchase 598,172 shares of Nutmeg Common Stock Plans issued pursuant to the Nutmeg Stock Plans, and the FNB Warrantsconversion privileges of the Nutmeg Preferred Stock, FNB Nutmeg does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Nutmeg Capital Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Nutmeg Capital Stock. The names of the optionees, the date of each option to purchase Nutmeg Common Stock granted, the number of shares subject to each such option, the expiration date of each such option, and the price at which each such option may be exercised under the Director and Employee Stock Option Plans, are set forth in Section 3.2(a) of the Nutmeg Disclosure Schedule. Since December 31, 1999, Nutmeg has not issued any shares of FNB Common Stock to be issued its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than pursuant to the Merger have been duly authorized andexercise of director or employee stock options granted prior to December 31, when issued and delivered in accordance with 1999 under the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsNutmeg Stock Plans.

Capitalization. (a) The authorized capital stock of FNB Seller consists of 500,000,000 50,000,000 shares of FNB Seller Common Stock, of which, as of June 30the date of this Agreement (the “Seller Capitalization Date”), 20212,849,841 shares were issued and outstanding, 319,465,156 2,000,000 shares of Mandatorily Convertible Non-Voting Common Shares (the “Seller Non-Voting Common Stock”), of which, as of the Seller Capitalization Date, no shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value 2,000,000 Preferred Shares (the “FNB Seller Preferred Stock”), of which, as of the date Seller Capitalization Date, 17,949 shares of this Agreement, 110,877 shares Seller Series A Preferred Stock were issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021the Seller Capitalization Date, no shares of FNB Seller Common Stock, Seller Non-Voting Common Stock or FNB Seller Preferred Stock were reserved for issuance, except for (i) 12,087,867 3,500 shares of FNB Seller Common Stock underlying options currently outstanding; 386,600 shares of Seller Common Stock available in connection with future grants of stock options, restricted stock and other equity-based awards (of which 55,000 shares have been approved for issuance in the form of performance-based restricted stock grants), in each case reserved for issuance pursuant to the Seller Stock Plans; 144,984 shares of Seller Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant in connection with a warrant granted to employee the Treasury Department; and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Seller Common Stock reserved for issuance pursuant in connection with the conversion of the Seller Non-Voting Common Stock. The Seller Common Stock, the Seller Non-Voting Common Stock, and the Seller Preferred Stock are sometimes collectively referred to warrants issued to the Treasury Department (herein as the “FNB Warrants”). Seller Capital Stock.” All of the issued and outstanding shares of FNB Common Seller Capital Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable non-assessable and free of preemptive rights. As of the date of this Agreement, with no personal liability attaching bonds, debentures, notes or other indebtedness of Seller having the right to the ownership thereofvote on any matters on which its shareholders may vote are issued or outstanding. Except as set forth in Section 3.2(a) of the Seller Disclosure Schedule, as of the date of this Agreement, except pursuant to this Agreement, including with respect to the FNB Seller Stock Plans as set forth herein, Seller does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of FNB Common Stock Seller Capital, or any other equity securities of FNB Seller or any securities representing the right to purchase or otherwise receive any shares of FNB Common Seller Capital Stock, or other equity securities of Seller. The shares As of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms date of this Agreement, will there are no contractual obligations of Seller or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Seller or any equity security of Seller or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Seller or its Subsidiaries or (ii) pursuant to which Seller or any of its Subsidiaries is or could be validly issuedrequired to register shares of Seller capital stock or other securities under the Securities Act of 1933, fully paidas amended (the “Securities Act”). Other than as set forth on Section 3.2(a) of the Seller Disclosure Schedule, nonassessable and free no options or other equity-based awards are outstanding as of preemptive rightsthe Seller Capitalization Date. Except as set forth on Section 3.2(a) of the Seller Disclosure Schedule, since December 31, 2011 through the date hereof, Seller has not (A) issued or repurchased any shares of Seller Capital Stock, or other equity securities of Seller or (B) issued or awarded any options, restricted shares or any other equity-based awards under the Seller Stock Plans.

Capitalization. (a) The authorized capital stock of FNB HRB consists of 500,000,000 1,000,000,000 shares of FNB HRB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 1,000,000 shares of preferred stock, $0.01 no par value (the “FNB Preferred Stock”)value, of which, as which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, 110,877 there are (i) 171,273,432 shares were of HRB Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB HRB Common Stock held in treasury, (iii) 3,566,619 shares of HRB Common Stock subject to outstanding compensatory stock options to purchase shares of HRB Common Stock granted by HRB (“HRB Stock Options”), (iv) 1,510,545 shares of HRB Common Stock subject to outstanding restricted stock units in respect of shares of HRB Common Stock granted by HRB (“HRB Restricted Stock Unit Awards”), (v) 757,633 shares of HRB Common Stock subject to outstanding warrants with an exercise price of $0.70 per share of HRB Common Stock (“HRB Warrants”), (vi) 3,783,797 additional shares of HRB Common Stock reserved for issuance pursuant to warrants issued to future HRB Equity Award grants under the Treasury Department HRB Benefit Plans and (the “FNB Warrants”)vii) no other shares of capital stock or other voting securities of HRB issued, reserved for issuance or outstanding. All of the issued and outstanding shares of FNB HRB Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of HRB may vote. Except pursuant as set forth in Section 4.2(a) of the HRB Disclosure Schedule, no trust preferred or subordinated debt securities of HRB are issued or outstanding. Other than HRB Stock Options, HRB Restricted Stock Unit Awards and HRB Warrants, in each case, issued prior to the date of this Agreement or permitted by this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating HRB to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of any character calling for the purchase or issuance of any shares of FNB HRB Common Stock or any other equity securities interests of FNB HRB, other than the Voting Agreements and as set forth in Section 4.2(a) of the HRB Disclosure Schedule. Section 4.2(a) of the HRB Disclosure Schedule sets forth a true, correct and complete list of all HRB Stock Options, HRB Restricted Stock Unit Awards and HRB Warrants (collectively, “HRB Equity Awards”) as of the date hereof specifying, on a holder-by-holder basis, as applicable, (A) the name of each holder, (B) the number of shares subject to each such HRB Equity Award and HRB Warrant, (C) the grant date of each such HRB Equity Award, (D) the HRB Benefit Plan under which such HRB Equity Award was granted, (E) the exercise price for each such HRB Equity Award that is a HRB Stock Option and each HRB Warrant, and (F) the expiration date for each such HRB Equity Award that is a HRB Stock Option and each HRB Warrant. Other than the HRB Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of HRB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsits Subsidiaries) are outstanding.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 shares were issued and outstanding. As the authorized capital stock of June 30, 2021, 9,904,433 shares USXX consists of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 40,000,000 shares of FNB USXX Common Stock reserved for issuance upon exercise Stock, of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect which 29,059,286 shares were outstanding as of the date close of this Agreement (the “FNB Stock Plans”)business on September 26, 2000, and (ii) no 10,000,000 shares of FNB Preferred Stock, par value $0.02 per share, 1,000,000 shares of which are authorized as Series A Convertible Preferred Stock (the "Series A Stock"), 112,000 shares of which are authorized as Series B Mandatorily Convertible Preferred Stock (the "Series B Stock") and 8,750 shares of which are authorized as Series C Mandatorily Convertible Preferred Stock (the "Series C Stock," and, together with the Series A Stock and the Series B Stock, the "PREFERRED STOCK"). There are 625,000 shares of Series A Stock issued and outstanding, 112,000 shares of Series B Stock issued and outstanding and 5,184 shares of Series C Stock issued and outstanding. The issued and outstanding shares of USXX Common Stock and Preferred Stock have been validly issued and are fully paid and nonassessable. The shares of USXX Common Stock to be issued as the Merger Consideration, subject to the approval by the stockholders of USXX, and the effectiveness, of the Charter Amendment (as defined herein), have been duly authorized and reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be validly issued, fully paid, paid and nonassessable and free the issuance thereof is not subject to any preemptive or other similar right. Except as set forth in Section 4.2 of preemptive rightsthe USXX Disclosure Schedule, as of the date of this Agreement, no shares of USXX Common Stock are held, in treasury or otherwise, by USXX or any of its Subsidiaries, and there are no outstanding (i) securities convertible into USXX Common Stock or other capital stock of USXX or any of its material Subsidiaries, (ii) warrants or options to purchase USXX Common Stock or other securities of USXX or any of its material Subsidiaries or (iii) commitments to issue shares of USXX Common Stock (other than pursuant to the Merger) or other securities of USXX or any of its material Subsidiaries.

Capitalization. (a) The As of the date hereof, the authorized shares of capital stock of FNB Marigold consists solely of 500,000,000 (i) 400,000,000 shares of FNB Marigold Voting Common Stock, (ii) 400,000,000 shares of whichMarigold Non-Voting Common Stock, as and (iii) 50,000,000 shares of June 30Preferred Stock, 2021with no par value (“Marigold Preferred Stock”). As of the close of business on January 22, 319,465,156 2016 (the “Marigold Capitalization Date”), 128,367,294 shares of Marigold Voting Common Stock were issued and outstanding, and 20,000,000 no shares of preferred stockMarigold Non-Voting Common Stock were issued and outstanding and no shares of Marigold Preferred Stock were issued and outstanding. There are no fractional shares of Marigold Voting Common Stock, $0.01 par value Marigold Non-Voting Common Stock or Marigold Preferred Stock outstanding. From the close of business on the Marigold Capitalization Date through the date hereof, there have been no issuances of shares of capital stock of Marigold other than (i) issuances of shares of Marigold Voting Common Stock upon the “FNB Preferred conversion of shares of Marigold Non-Voting Common Stock or issuances of shares of Marigold Non-Voting Common Stock upon the conversion of shares of Marigold Voting Common Stock”), or (ii) issuances of whichshares of Marigold Voting Common Stock pursuant to the exercise of Marigold Stock Options or the settlement of Marigold Equity Grants outstanding as of the Marigold Capitalization Date and in each case in accordance with their terms in effect at such time. As of the Marigold Capitalization Date, no shares of Marigold Voting Common Stock or Marigold Non-Voting Common Stock were owned, directly or indirectly, by Marigold or any of the Marigold Subsidiaries. All of the issued and outstanding shares of Marigold Voting Common Stock and, if applicable, Marigold Non-Voting Common Stock have been duly authorized and validly issued, are fully paid, nonassessable, and free of preemptive rights, and have been issued in compliance with all applicable securities Laws. Except as set forth in Section 3.2(b) of the Marigold Disclosure Letter and except for the conversion rights of holders of shares of Marigold Common Stock set forth in the Marigold Organizational Documents, as of the date of this Agreement, 110,877 shares were issued and outstanding. As none of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, no shares of FNB Common Stock Marigold or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as any of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB Marigold Subsidiaries has been or is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase sale or issuance of any shares of FNB Common Stock capital stock or any other equity securities of FNB Marigold or any securities representing the right rights to purchase or otherwise receive any shares of FNB Common Stockcapital stock or any other equity securities of Marigold, or any securities exercisable, convertible or exchangeable for, or the value of which is determined in reference to, any such shares, interests or securities. The shares Except as set forth in the second sentence of FNB Common Stock to be issued pursuant to this Section 3.2(a) or Section 3.2(b) of the Merger have been duly authorized andMarigold Disclosure Letter, when issued and delivered in accordance with as of the terms date of this Agreement, will be validly issued(i) there are no options, fully paidrestricted stock or other equity-based awards issued by Marigold or any Marigold Subsidiary currently outstanding under the Marigold Benefit Plans or otherwise and (ii) Marigold does not have any Marigold Common Stock or other Equity Interests issued or outstanding. There are no outstanding bonds, nonassessable and free debentures, notes or other Indebtedness of preemptive rightsMarigold or any Marigold Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of capital stock of Marigold may vote. Except as set forth in Section 3.2(b) of the Marigold Disclosure Letter, there are no outstanding agreements or other obligations of Marigold or any of the Marigold Subsidiaries requiring the registration for sale of any shares of Marigold Voting Common Stock, Marigold Non-Voting Common Stock, Marigold Preferred Stock or other Equity Interests in Marigold or any of the Marigold Subsidiaries.

Capitalization. (a) The authorized capital stock of FNB MBNA consists of 500,000,000 1,500,000,000 shares of FNB MBNA Common Stock, of which, as of June 30May 31, 20212005 (the “MBNA Capitalization Date”), 319,465,156 1,255,095,505 shares were issued and outstanding, which includes all of the MBNA Restricted Shares outstanding as of the MBNA Capitalization Date, and 20,000,000 shares of preferred stock, par value $0.01 par value per share (the “FNB MBNA Preferred Stock”), of which, as of the date of this AgreementMBNA Capitalization Date, 110,877 (i) 6,000,000 shares were authorized and 4,547,882 shares were issued and outstandingoutstanding as 7 1/2% Series A Cumulative Preferred Stock and (ii) 6,000,000 shares were authorized and 4,026,000 shares were issued and outstanding as Series B Adjustable Rate Cumulative Preferred Stock. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021the MBNA Capitalization Date, no shares of FNB MBNA Common Stock or FNB MBNA Preferred Stock were reserved for issuance, issuance except for (ix) 12,087,867 shares of FNB MBNA Common Stock reserved for issuance upon exercise in connection with stock options under the MBNA Stock Plans to purchase 73,840,838 shares of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect MBNA Common Stock outstanding as of the date MBNA Capitalization Date, (y) in connection with 94,000 shares of this Agreement (MBNA Common Stock issuable upon settlement of the “FNB Stock Plans”), MBNA RSUs outstanding as of the MBNA Capitalization Date and (iiz) no shares of FNB MBNA Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)Stock Option Agreement. All of the issued and outstanding shares of FNB MBNA Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of MBNA are issued or outstanding. As of the date of this Agreement, except pursuant to this Agreement and the Stock Option Agreement, including with respect to the FNB MBNA Stock Plans as set forth herein, MBNA does not have and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of FNB MBNA Common Stock Stock, MBNA Preferred Stock, Voting Debt or any other equity securities of FNB MBNA or any securities representing the right to purchase or otherwise receive any shares of FNB MBNA Common Stock, MBNA Preferred Stock, Voting Debt or other equity securities of MBNA. The shares As of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms date of this Agreement, will there are no contractual obligations of MBNA or any of its Subsidiaries (I) to repurchase, redeem or otherwise acquire any shares of capital stock of MBNA or any equity security of MBNA or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of MBNA or its Subsidiaries or (II) pursuant to which MBNA or any of its Subsidiaries is or could be validly issuedrequired to register shares of MBNA capital stock or other securities under the Securities Act of 1933, fully paidas amended (the “Securities Act”). MBNA has provided Bank of America with a true, nonassessable complete and free correct list of preemptive rightsthe aggregate number of shares of MBNA Common Stock issuable upon the exercise of each stock option and settlement of each MBNA RSU granted under the MBNA Stock Plans that was outstanding as of the MBNA Capitalization Date and the exercise price for each such MBNA stock option. Other than the MBNA Options, MBNA Restricted Shares and MBNA RSUs, no other equity-based awards are outstanding as of the MBNA Capitalization Date. Since the MBNA Capitalization Date through the date hereof, MBNA has not (A) issued or repurchased any shares of MBNA Common Stock, MBNA Preferred Stock, Voting Debt or other equity securities of MBNA other than the issuance of shares of MBNA Common Stock in connection with the exercise of stock options to purchase MBNA Common Stock granted under the MBNA Stock Plans that were outstanding on the MBNA Capitalization Date or (B) issued or awarded any options, restricted shares or any other equity-based awards under any of the MBNA Stock Plans.

Capitalization. (a) The authorized capital stock of FNB Acquiror consists of 500,000,000 (i) 200,000,000 shares of FNB Acquiror Class A Common Stock, (ii) 20,000,000 shares of which, as of June 30, 2021, 319,465,156 shares were issued Acquiror Class V Common Stock and outstanding, and 20,000,000 (iii) 1,000,000 shares of preferred stock, $0.01 par value $0.0001 per share (the “FNB Acquiror Preferred Stock”), of which, as . As of the date of this Agreement, 110,877 shares were issued and outstanding. As of June 30, 2021, 9,904,433 (A) 23,001,250 shares of FNB Acquiror Class A Common Stock were held in FNB’s treasury. As of June 30, 2021, no and 5,751,250 shares of FNB Acquiror Class V Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”). All of the are issued and outstanding (which includes 23,001,250 shares that constitute “Offering Shares” as defined in Section 9.1(b) of FNB Common Stock have been, the Acquiror Certificate of Incorporation and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (iiare subject to Redemption Rights), when issued in accordance with the terms all of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be which are validly issued, fully paid, nonassessable non-assessable and are free and clear of preemptive all Liens (other than as set forth in the Organizational Documents of Acquiror or restrictions on transfer under applicable federal and state securities Laws) (collectively, the “Outstanding Acquiror Shares”), (B) no shares of Acquiror Class A Common Stock or Acquiror Class V Common Stock are held in the treasury of Acquiror and (C) 23,725,000 shares of Acquiror Class A Common Stock are reserved for future issuance pursuant to Acquiror Warrants. As of the date of this Agreement, there are 23,725,000 Acquiror Warrants issued and outstanding, of which 12,225,000 Acquiror Warrants are Acquiror Private Warrants (collectively, the “Outstanding Acquiror Warrants”). There are no shares of Acquiror Preferred Stock issued and outstanding. Other than 23,725,000 Acquiror Warrants and other than with respect to the conversion and anti-dilution rights of the Acquiror Class V Common Stock set forth in Section 4.3(b) of the Acquiror Certificate of Incorporation, there are no options, warrants or convertible, exercisable or exchangeable securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Acquiror or obligating Acquiror to issue or sell any shares of capital stock of, or other interest convertible, exercisable or exchangeable for any equity interest in, Acquiror or any of its Affiliates (including following the Closing, the Company). Acquiror is not a party to, or otherwise bound by, and has not granted, any equity appreciation rights, participations, phantom equity or similar rights whether direct or indirect. Other than the Acquiror Letter Agreement, the Sponsor Agreement and the OpCo LLC Agreement, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of Acquiror Class A Common Stock, Acquiror Class V Common Stock or any of the equity interests or other securities of Acquiror. Except for the Redemption Rights, there are no outstanding contractual obligations of Acquiror to repurchase, redeem or otherwise acquire any shares of Acquiror Class A Common Stock or Acquiror Class V Common Stock. There are no outstanding contractual obligations of Acquiror to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person.

Capitalization. (a) The authorized capital stock of FNB Anchor consists of 500,000,000 45,000,000 shares of FNB Anchor Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 5,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”)value, of which, as which no shares of preferred stock are issued or outstanding. As of the date of this Agreement, 110,877 there are (i) 2,504,470 shares were of Anchor Common Stock issued and outstanding. As of June 30, 2021which number includes all shares subject to restriction under the outstanding Anchor Restricted Stock Awards and all unallocated shares under the Anchor ESOP, 9,904,433 and (iii) no other shares of FNB Common Stock were held in FNB’s treasury. As capital stock or other voting securities of June 30Anchor issued, 2021, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)outstanding. All of the issued and outstanding shares of FNB Anchor Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no (A) bonds, debentures, notes or other indebtedness that have the right to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by vote on any matters on which shareholders of Anchor may vote or (B) trust preferred or subordinated debt securities of Anchor or any of its Subsidiaries issued or outstanding. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right obligating Anchor to purchase issue, transfer, sell, purchase, redeem or otherwise receive acquire, any shares such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of FNB Common Stock. The shares of FNB Anchor Common Stock to be issued pursuant which Anchor is a party. Section 3.2(a) of the Anchor Disclosure Schedule sets forth a true, correct and complete list of all Anchor Restricted Stock Awards outstanding as of the date hereof specifying, on a holder-by-holder basis, (i) the name of each holder, (ii) the number of shares subject to each such Anchor Restricted Stock Award, and (iii) the Merger have been duly authorized andgrant date and vesting dates of each such Anchor Restricted Stock Award. Other than the Anchor Restricted Stock Awards set forth above and awards heretofore granted under the Anchor Phantom Stock Plan (as defined in Section 6.5(g)), when issued and delivered no equity-based awards (including any cash awards where the amount of payment is determined in accordance with whole or in part based on the terms price of this Agreement, will be validly issued, fully paid, nonassessable and free any capital stock of preemptive rightsAnchor or any of its Subsidiaries) are outstanding.

Capitalization. (a) The authorized capital stock of FNB Showboat consists of 500,000,000 50,000,000 shares of FNB Showboat Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 1,000,000 shares of preferred stock, $0.01 1.00 par value per share (the “FNB "Showboat Preferred Stock”"), of which, as . As of the date hereof, (i) 16,228,620 shares of this Agreement, 110,877 shares Showboat Common Stock were issued and outstanding. As , all of June 30which are validly issued, 2021fully paid and nonassessable, 9,904,433 (ii) 137,070 shares of FNB Showboat Common Stock were held in FNB’s treasury. As the treasury of June 30Showboat or by Subsidiaries of Showboat, 2021, and (iii) no shares of FNB Common Stock or FNB Showboat Preferred Stock were reserved for issuance, except for (iare issued and outstanding. Section 3.2(a) 12,087,867 of the Showboat Disclosure Schedule sets forth the number of shares of FNB Showboat Common Stock reserved for issuance upon exercise of options issued or available Options granted and outstanding as of the date hereof and the Showboat Stock Option Plans and shares reserved for issuance pursuant to in connection with Showboat's employee stock purchase plans (the "Showboat Stock Purchase Plans," and director stock plans together with the Showboat Stock Option Plans, the "Showboat Stock Plans"). Section 3.2(a) of FNB in effect as the Showboat Disclosure Schedule also sets forth, for each Showboat Stock Option Plan, the dates on which Options under such plan were granted, the number of Options granted on each such date and the exercise price thereof. Since September 30, 1997, Showboat has not made any grants under any of the Showboat Stock Plans. As of the date of this Agreement (Agreement, Showboat has not granted any SARs or any other contractual rights the “FNB Stock Plans”), and (ii) no value of which is derived from the financial performance of Showboat or the value of shares of FNB Showboat Common Stock, except for 640,000 SARs granted to employees of Showboat at an exercise price of $24.58, prior to the date of this Agreement pursuant to the Showboat Stock Appreciation Rights Plan. Except as disclosed in Section 3.2(a) of the Showboat Disclosure Schedule, there are no obligations, contingent or otherwise, of Showboat or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Showboat Common Stock reserved or the capital stock or ownership interests of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations or indebtedness for issuance pursuant to warrants issued to borrowed money of Subsidiaries entered into in the Treasury Department (the “FNB Warrants”)ordinary course of business. All of the issued and outstanding shares of FNB Common Stock have been, and all capital stock (including shares which may be issued upon exercise of FNB Common Stock reserved for issuance as described in the foregoing clauses (ioutstanding options) – (ii), when issued in accordance with the terms or other ownership interests of the stock plans, warrants and other instruments referred to in those clauses, will be each of Showboat's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, except as disclosed in Section 3.2 of the Showboat Disclosure Schedule, all such shares and ownership interests are owned by Showboat or another Subsidiary of Showboat free and clear of preemptive all security interests, liens, claims, pledges, agreements, limitations on Showboat's voting rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments charges or agreements other encumbrances or restrictions on transfer of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsnature.

Capitalization. (a) The authorized capital stock of FNB NEWBRIDGE consists of 500,000,000 shares an unlimited number of FNB NEWBRIDGE Common StockShares and an unlimited number of NEWBRIDGE Preferred Shares, of whichissuable in Series, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (including the “FNB Series A NEWBRIDGE Preferred Stock”), of which, as Shares. As of the date of this Agreementhereof, 110,877 shares were there are 181,824,826 NEWBRIDGE Common Shares (and no more) and no NEWBRIDGE Preferred Shares issued and outstanding. As In addition, as at the date hereof, options to acquire an aggregate of June 30not more than 32,916,053 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Stock Option Plan, 2021rights to acquire not more than 7,500 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Employee Stock Purchase Plan and rights to acquire 285,000 NEWBRIDGE Common Shares are granted and outstanding under the NEWBRIDGE Warrants (and, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021each case, no shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB Common Stock reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”more). All of No awards have been or will be made under the issued and outstanding shares of FNB Common Stock have been, and all shares of FNB Common Stock reserved for issuance NEWBRIDGE Key Employee Executive Plan. Except as described in the foregoing clauses (ipreceding sentences of this Section 3.1(b) – (iiand in Section 3.1(a), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with there are no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, callsconversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or agreements of otherwise) obligating NEWBRIDGE or any character calling for the purchase NEWBRIDGE Material Subsidiary to issue or issuance of sell any shares of FNB Common Stock NEWBRIDGE or any other equity of the NEWBRIDGE Material Subsidiaries or securities or obligations of FNB any kind convertible into or any securities representing the right to purchase or otherwise receive exchangeable for any shares of FNB NEWBRIDGE or any NEWBRIDGE Material Subsidiary. All outstanding NEWBRIDGE Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger Shares have been duly authorized and, when and are validly issued and delivered outstanding as fully paid and non-assessable shares, free of pre-emptive rights. Except as described in accordance the preceding sentences of this Section 3.1(b), there are no outstanding bonds, debentures or other evidences of indebtedness of NEWBRIDGE or any subsidiary having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the terms holders of this Agreementthe NEWBRIDGE Common Shares on any matter. Except as has been set forth in writing by NEWBRIDGE to ALCATEL in a form acceptable to ALCATEL, will be validly issuedthere are no outstanding contractual obligations of NEWBRIDGE or any of the NEWBRIDGE Material Subsidiaries to repurchase, fully paid, nonassessable and free redeem or otherwise acquire any of preemptive rightsits outstanding securities or with respect to the voting or disposition of any outstanding securities of any of the NEWBRIDGE Material Subsidiaries.

Capitalization. (a) The authorized capital stock of FNB TCF consists of 500,000,000 280,000,000 shares of FNB TCF Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued Stock and outstanding, and 20,000,000 30,000,000 shares of preferred stock, $0.01 par value per share. As of January 23, 2019, there were (the “FNB Preferred Stock”), i) 163,878,437 shares of which, as of the date of this Agreement, 110,877 shares were TCF Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 (ii) 9,635,099 shares of FNB TCF Common Stock were held in FNB’s treasury. As of June 30, 2021, no (iii) 250,566 shares of FNB Common Stock or FNB Preferred Stock were reserved for issuance, except for (i) 12,087,867 shares of FNB TCF Common Stock reserved for issuance upon exercise the settlement of options outstanding restricted stock unit awards (assuming achievement of any applicable performance goals at the target level) and an additional 125,287 shares of TCF Common Stock assuming achievement of any applicable performance goals at the maximum level, (iv) 2,029,144 shares of restricted TCF Common Stock issued or available pursuant to the TCF Benefit Plans, (v) 4,769,322 shares of TCF Common Stock reserved in the aggregate for issuance pursuant to employee future grants under TCF Benefit Plans, (vi) 7,000,000 shares of TCF Preferred Stock issued and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”)outstanding, and (iivii) no other shares of FNB Common Stock capital stock or other voting securities of TCF issued, reserved for issuance or outstanding. Since January 23, 2019 to the date hereof, TCF has not issued or become obligated to issue any TCF Common Stock or TCF Preferred Stock other than pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)exercise of TCF Equity Awards previously granted. All of the issued and outstanding shares of FNB TCF Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which stockholders of TCF may vote. No trust preferred or subordinated debt securities of TCF are issued or outstanding. Other than TCF Equity Awards, as of the date of this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any Agreement there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements obligating TCF to issue, transfer, sell, purchase, redeem or otherwise acquire, any such securities. There are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of any character calling for the purchase TCF Common Stock or issuance other equity interests of TCF. No Subsidiary of TCF owns any shares of FNB Common Stock or any other equity securities capital stock of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsTCF.

Capitalization. (a) The authorized capital stock of FNB Fox Chase consists of 500,000,000 60,000,000 shares of FNB Common Stockcommon stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding$0.01 par value per share, and 20,000,000 1,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as per share. As of the date of this Agreement, 110,877 there are (a) 11,598,869 shares were of Fox Chase Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 (b) 3,141,201 shares of FNB Fox Chase Common Stock were held in FNB’s treasury. As of June 30by Fox Chase as Treasury Stock, 2021, no (c) 477,316 shares of FNB Fox Chase Common Stock or FNB Preferred Stock were reserved for issuancewhich have been allocated under the ESOP, except for (id) 12,087,867 486,451 shares of FNB Fox Chase Common Stock which are Suspense Shares, and (e) no other shares of capital stock or other voting securities of Fox Chase issued, reserved for issuance upon exercise of options issued or available for issuance pursuant to employee and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Common Stock reserved for issuance pursuant to warrants issued to the Treasury Department (the “FNB Warrants”)outstanding. All of the issued and outstanding shares of FNB Fox Chase Common Stock have been, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement, the FNB Stock Plans and the FNB Warrants, FNB is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of FNB Common Stock or any other equity securities of FNB or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, are fully paid, nonassessable and free of preemptive rights. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders may vote (“Voting Debt”) of Fox Chase, nor any trust preferred or subordinated debt securities of Fox Chase, are issued or outstanding. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of Fox Chase, or otherwise obligating Fox Chase to issue, transfer, sell, purchase, redeem, or otherwise acquire, to register under the Securities Act and the rules and regulations of the SEC thereunder, or to pay a dividend on any such securities. Except for the Fox Chase Affiliate Letters, there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Fox Chase Common Stock or other equity interests of Fox Chase. Fox Chase Disclosure Schedule 4.2(a) sets forth the name of each holder and the number of outstanding options or other rights to purchase, and securities convertible or exchangeable into Fox Chase Common Stock or Fox Chase Preferred Stock, the number of shares each holder may acquire pursuant to the exercise of such options, the grant and vesting dates, and the exercise price relating to the options held.

Capitalization. (a) The authorized capital stock of FNB consists of 500,000,000 shares of FNB Common Stock, of which, as of June 30, 2021, 319,465,156 shares were issued and outstanding, and 20,000,000 shares of preferred stock, $0.01 par value (the “FNB Preferred Stock”), of which, as As of the date of this Agreement, 110,877 the authorized capital stock of Partners consists of 39,990,549 shares were of Partners Common, 9,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of Partners (“Partners Series A Preferred Stock”) and 451 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B of Partners (“Partners Series B Preferred Stock”). As of the date hereof, there are (i) 17,985,577 shares of Partners Common Stock issued and outstanding. As of June 30, 2021, 9,904,433 shares of FNB Common Stock were held in FNB’s treasury. As of June 30, 2021, (ii) no shares of FNB Partners Common Stock or FNB Preferred Stock were reserved for issuanceheld in treasury, except for (iiii) 12,087,867 81,347 shares of FNB Partners Common Stock reserved for issuance upon the exercise of options issued or available for issuance pursuant to employee the outstanding Partners Stock Options, (iv) 18,669 shares of Partners Common Stock outstanding in respect of Partners Restricted Stock Awards and director stock plans of FNB in effect as of the date of this Agreement (the “FNB Stock Plans”), and (ii) no shares of FNB Partners Common Stock reserved for issuance pursuant to warrants issued to upon the Treasury Department settlement of outstanding restricted stock units, (the “FNB Warrants”)v) no preferred shares of Partners Series A Preferred Stock outstanding, (vi) no preferred shares of Partners Series B Preferred Stock outstanding and (vii) no other shares of capital stock or other equity securities of Partners issued, reserved for issuance or outstanding. All of the issued and outstanding shares of FNB Partners Common Stock have beenbeen duly authorized and validly issued and are fully paid, and all shares of FNB Common Stock reserved for issuance as described in the foregoing clauses (i) – (ii), when issued in accordance with the terms of the stock plans, warrants and other instruments referred to in those clauses, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of Partners may vote. Except pursuant as set forth on Section 3.2(a) of the Partners Disclosure Schedule, no trust preferred or subordinated debt securities of Partners are issued or outstanding. Other than Partners Equity Awards issued prior to the date of this AgreementAgreement as described in this Section 3.2(a), as of the FNB Stock Plans and the FNB Warrants, FNB is not bound by any date of this Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character calling for the purchase relating to, or issuance of any securities or rights convertible or exchangeable into or exercisable for, or valued by reference to, shares of FNB capital stock or other equity or voting securities of or ownership interest in Partners, or contracts, commitments, understandings or arrangements by which Partners may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in Partners, or that otherwise obligate Partners to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which Partners is a party or is bound with respect to the voting or transfer of Partners Common Stock or any other equity securities interests of FNB Partners, other than the Partners Support Agreements. Section 3.2(a) of Partners Disclosure Schedule sets forth a true, correct and complete list of all Partners Equity Awards issued and outstanding under each Partners Equity Plan specifying, on a holder-by-holder basis, the (A) name of each holder, (B) number of shares subject to each such Partners Equity Award, (C) grant date of each such Partners Equity Award, (D) vesting schedule for each such Partners Equity Award, (E) exercise price for each such Partners Equity Award that is a Partners Stock Option, and (F) expiration date for each such Partners Equity Award that is a Partners Stock Option. Other than the Partners Equity Awards, no equity-based awards (including any cash awards where the amount of payment is determined in whole or in part based on the price of any capital stock of Partners or any securities representing the right to purchase or otherwise receive any shares of FNB Common Stock. The shares of FNB Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, nonassessable and free of preemptive rightsits Subsidiaries) are outstanding.