Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”), neither Progressive nor any of its Subsidiaries is a party to or bound by any of the following (whether written or oral, express or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFST.

Contracts and Commitments. Seller is not a party to any written ------------------------- or oral: (a) Except as set forth in Section 3.18(acommitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller of more than $50,000 and not cancelable (without liability) of the Progressive Disclosure Schedules (the “Progressive Contracts”), neither Progressive nor any of its Subsidiaries is a party to or bound by any of the following (whether written or oral, express or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangementswithin 60 days; (iib) collective bargaining agreementslease of real property other than the Location Contracts (the Disclosure Schedule indicates, memorandums with respect to each lease listed on the ------------------- Disclosure Schedule, the term, annual rent, location, renewal options and number ------------------- of understanding, or other contracts with any Union (as defined hereinsquare feet leased); (iiic) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to of personal property involving any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures annual expense in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement 10,000 and not terminable upon notice of sixty cancelable (60without liability) within 60 days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contractDisclosure ---------- Schedule indicates, agreement or letter with respect to each lease listed on the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) noteDisclosure -------- ---------- Schedule, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more a general description of the issued leased items, term, annual rent, location and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”renewal options); (xiiid) lease of real property; contracts or agreements (xivincluding confidentiality or other similar arrangements) any agreement containing covenants that limit limiting the ability freedom of Progressive or any of its Subsidiaries Seller to compete engage in any line of business or compete with any Person, or that involve any restriction arrangements or agreements with competitors; (e) employee collective bargaining agreement, employment agreement (other than employment agreements terminable by Seller without premium or penalty on notice of 30 days or less under which the geographic area only monetary obligation of Seller is to make current wage or salary payments and provide current fringe benefits), consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete or other contracts with Representatives of Seller; (f) contract or agreement with any officer, director or employee (other than employment agreements disclosed in whichresponse to clause (e) or excluded from the scope of clause (e) above), agent, or method by whichattorney-in-fact of Seller; (g) compensation arrangements, Progressive bonus or benefit plans, programs or other arrangements, including without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any successor thereof) self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any other incentive arrangement; (h) contract pursuant to which it has advanced or loaned funds or made any investments, or agreed to advance or loan funds to any other Person or to do any of its Subsidiaries the foregoing; (including i) contract or indenture relating to the mortgaging, pledging, or otherwise placing an Encumbrance on any successor thereof) may carry on its business Purchased Assets (other than as may any Encumbrance which will be required by law or any Governmental Bodyextinguished prior to the Closing Date); (xvj) any data processing assignment, license, indemnification or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital with respect to any Person; intangible property (xvii) including any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handProprietary Right); or (xviiik) contracts and commitments not otherwise described above or listed in the Disclosure Schedule (including, without limitation, undertakings or ------------------- commitments to any contract, other than governmental or regulatory authority) and relating to the foregoing, with payments aggregating $50,000 Business or more otherwise affecting the Business and not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid business and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance consistent with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles)past practices. Each of Progressive and its Subsidiaries Seller has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder is not (and, to the best knowledge of ProgressiveSeller, there are no allegations other party is) in breach or assertions violation of, or default under any of such by any party under such Progressive Contract the Contracts or any events that other instruments, obligations, evidences of indebtedness or commitments described in (a)-(k) above, which breach, violation or default, if known, could reasonably be expected to result in an Adverse Effect. No event has occurred which, with notice, lapse the passage of time or the happening giving of notice (or occurrence both), would result in a default, breach or event of noncompliance under any obligation of any other event would Seller pursuant to any Contract, which breach, violation or default, if known, could reasonably be reasonably likely expected to constitute a default thereunderresult in an Adverse Effect. A true Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract. Each Contract described on the Disclosure Schedule is valid, ------------------- binding and complete copy of each Progressive Contract has been delivered or made available to BFSTenforceable in accordance with its terms.

Contracts and Commitments. (a) Except as filed with the HealthAxis SEC Documents or as set forth in Section 3.18(a6.16(a) of the Progressive HealthAxis Disclosure Schedules (the “Progressive Contracts”)Letter, neither Progressive HealthAxis nor any of its the HealthAxis Subsidiaries has, or is a party to or is bound by any of the following (whether written or oral, express or implied):by: (i) employmentany consulting agreement, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess under which any firm or other organization provides consulting services to HealthAxis or any of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property HealthAxis Subsidiaries other than any contract for the purchase or sale of personal property in the ordinary course of business; (ii) any fidelity or surety bond or completion bond; (iii) any guaranty of the obligations of a third party; (iv) any agreement, contract, commitment, transaction or series of transactions for any purpose other than in the ordinary course of HealthAxis’ or any of the HealthAxis Subsidiaries’ business relating to capital expenditures or commitments or long term obligations in excess of $150,000 (other than the SVB Loan Agreement and any amendment, extension or renewal thereof or of any related documents); (v) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of HealthAxis’ or any of the HealthAxis Subsidiaries’ business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including capital leases and also guaranties referred to in clause (iii) hereof (other than the SVB Loan Agreement and any amendment, extension or renewal thereof or of any related documents); (vii) any purchase order or contract for the purchase of inventory or other materials involving $150,0000 or more; (viii) contractany distribution, agreement joint marketing or letter with respect to development agreement, other than agreements made in the management or operations ordinary course of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bankbusiness; (ix) noteany assignment, debenturelicense or other agreement with respect to any form of intangible property, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into excluding agreements made in the ordinary course of business; (x) guaranty any agreement or contract involving the sharing of profits and losses by HealthAxis or any obligation for of the borrowing of moneySubsidiaries; (xi) any agreement, contract or commitment that involves $150,000 or more or is not cancellable without penalty upon 30 days notice, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties agreements made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement contract containing covenants that restrict or limit the ability of Progressive HealthAxis or any of its HealthAxis Subsidiaries to compete engage in any line of business or compete with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handperson; or (xviiixiii) any contract, “material contracts” within the meaning set forth in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act. The contracts and other than the foregoing, documents referred to in (i) through (xiii) above and all contracts and documents required to be filed with payments aggregating $50,000 or more not made in the ordinary course of businessany HealthAxis SEC Documents shall be referred to herein as “HealthAxis Contracts”. (b) Each Progressive Contract is legalExcept as would not individually or in the aggregate have a HealthAxis Material Adverse Effect, all HealthAxis Contracts are valid and binding on Progressive or its SubsidiariesHealthAxis and, as to the case may be, and to best of the knowledge of ProgressiveHealthAxis, on the other parties thereto, and is are in full force and effect and enforceable by Progressive or its Subsidiariesagainst HealthAxis and, as to the case may bebest of the knowledge of HealthAxis, against the other parties thereto, in accordance with its their respective terms. Except as disclosed in Section 6.16(b) of the HealthAxis Disclosure Letter, no approval or consent of, or notice to any Person the failure of which to obtain would have a HealthAxis Material Adverse Effect is needed in order that the HealthAxis Contracts shall continue in full force and effect in accordance with their terms (subject without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement. Except to the effect extent any of bankruptcythe following would not individually or in the aggregate have a HealthAxis Material Adverse Effect, insolvencyHealthAxis is not in violation of, reorganizationbreach of or default under any HealthAxis Contract nor, moratorium to HealthAxis’ knowledge, is any other party to any HealthAxis Contract. Except as set forth in Section 6.16 of the HealthAxis Disclosure Letter, HealthAxis is not in violation or other similar laws breach of or default under any HealthAxis Contract (including leases of real property) relating to creditors’ rights generally and general equitable principles). Each non-competition, indebtedness, guarantees of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence indebtedness of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered Person, employment, or made available to BFSTcollective bargaining.

Contracts and Commitments. (a) Except as filed with the BPOMS SEC Documents or as set forth in Section 3.18(a5.16(a) of the Progressive BPOMS Disclosure Schedules (the “Progressive Contracts”)Letter, neither Progressive BPOMS nor any of its the BPOMS Subsidiaries has, or is a party to or is bound by any of the following (whether written or oral, express or implied):by: (i) employmentany consulting agreement, personal servicescontract or commitment under which any firm or other organization provides consulting services to BPOMS or any of the BPOMS Subsidiaries, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangementsother than in the ordinary course of business and consistent with past practice; (ii) collective bargaining agreements, memorandums of understanding, any fidelity or other contracts with any Union (as defined herein)surety bond or completion bond; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementany guaranty of the obligations of a third party; (iv) material lease any agreement, contract, commitment, transaction or license with respect series of transactions for any purpose other than in the ordinary course of BPOMS’ or any of the BPOMS Subsidiaries’ business relating to any property, real capital expenditures or personal, whether as landlord, tenant, licensor commitments or licenseelong term obligations in excess of $150,000; (v) any agreement, contract or commitment for capital expenditures relating to the disposition or acquisition of assets or any interest in excess any business enterprise outside the ordinary course of $50,000 in BPOMS’ or any of the aggregateBPOMS Subsidiaries’ business; (vi) material contract any mortgages, indentures, loans or commitment for credit agreements, security agreements or other arrangements or instruments relating to the purchase borrowing of materials money or supplies or for the performance extension of services over a period of more than sixty credit, including capital leases and also guaranties referred to in clause (60iii) days after the date of this Agreement and not terminable upon notice of sixty (60) days or lesshereof; (vii) contract any purchase order or option to purchase or sell any real or personal property other than any contract for the purchase of inventory or sale other materials involving $150,000 or more; (viii) any assignment, license or other agreement with respect to any form of personal property intangible property, excluding agreements made in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, any agreement, contract or indenture related to the borrowing by Progressive commitment that involves $150,000 or any of its Subsidiaries of money other than those entered into more or is not cancellable without penalty upon 30 days notice, excluding agreements made in the ordinary course of business; (x) guaranty any agreement or contract involving the sharing of profits and losses by BPOMS or any obligation for of the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of businessBPOMS Subsidiaries with any other Person; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement contract containing covenants that restrict or limit the ability of Progressive BPOMS or any of its BPOMS Subsidiaries to compete engage in any line of business or compete with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handperson; or (xviiixii) any contract, “material contracts” within the meaning set forth in Item 601(b)(10) of Regulation S-B promulgated under the Securities Act. The contracts and other than the foregoing, documents referred to in (i) through (xii) above and all contracts and documents required to be filed with payments aggregating $50,000 or more not made in the ordinary course of businessany BPOMS SEC Documents shall be referred to herein as “BPOMS Contracts”. (b) Each Progressive Contract is legalExcept as would not individually or in the aggregate have a BPOMS Material Adverse Effect, all BPOMS Contracts are valid and binding on Progressive or its SubsidiariesBPOMS and, as to the case may be, and to best of the knowledge of ProgressiveBPOMS, on the other parties thereto, and is are in full force and effect and enforceable by Progressive or its Subsidiariesagainst BPOMS and, as to the case may bebest of the knowledge of BPOMS, against the other parties thereto, in accordance with its their respective terms. Except as disclosed in Section 5.16(b) of the BPOMS Disclosure Letter, no approval or consent of, or notice to any Person the failure of which to obtain would have a BPOMS Material Adverse Effect is needed in order that the BPOMS Contracts shall continue in full force and effect in accordance with their terms (subject without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement. Except to the effect extent any of bankruptcythe following would not individually or in the aggregate have a BPOMS Material Adverse Effect, insolvencyBPOMS is not in violation of, reorganizationbreach of or default under any BPOMS Contract nor, moratorium to BPOMS’ knowledge, is any other party to any BPOMS Contract. Except as set forth in Section 5.16 of the BPOMS Disclosure Letter, BPOMS is not in violation or other similar laws breach of or default under any BPOMS Contract (including leases of real property) relating to creditors’ rights generally and general equitable principles). Each non-competition, indebtedness, guarantees of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence indebtedness of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered Person, employment, or made available to BFSTcollective bargaining.

Contracts and Commitments. Except to the extent such documents are included in the GBC SEC Reports, Section 3.18 of the GBC Disclosure Schedule contains as of the date of this Agreement (and shall be supplemented by GBC pursuant to Section 5.10 hereof to contain at the Closing Date) a list of each of the following documents, a true and correct copy of each of which has been made available to Cathay Bancorp (provided, however, that no document referenced in Section 3.16 shall be required to be listed or provided under this Section 3.18): (a) Except any outstanding "extension of credit" to any "Insider" of General Bank, as set forth such terms are defined in Section 3.18(aFederal Reserve Regulation O; (b) each contract or agreement (not otherwise included in the GBC Disclosure Schedule or specifically excluded therefrom in accordance with the terms of this Agreement) involving goods or services and which (i) has a term of one year or more and an annual value of at least $100,000 (excluding telephone and utility service agreements) or (ii) allows for the Progressive Disclosure Schedules (the “Progressive Contracts”), neither Progressive nor any sharing of information regarding customers of GBC and its Subsidiaries is a party to or bound by any of the following (whether written or oralother than with customer consent, express or implied):including but not limited to; (i) employment, personal services, independent contractor, consulting, change-in-control, retentioneach agreement in which GBC or its Subsidiaries agreed to guaranty an obligation of, or severance contracts indemnify, any officer, director, employee or similar arrangementsagent of GBC or its Subsidiaries; (ii) collective bargaining agreements, memorandums each agreement containing any covenant limiting the right of understanding, GBC or other contracts its Subsidiaries to engage in any line of business or compete with any Union (as defined herein)person; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity each agreement relating to the servicing of loans and each mortgage forward commitment and similar agreement pursuant to which GBC or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementany of its Subsidiaries sells to others mortgages that they originate; (iv) material each contract relating to the purchase or sale of financial or other futures, or any put or call option relating to cash, securities or commodities and each interest rate swap agreement or other agreement relating to the hedging of interest rate risks and each agreement or arrangement described in Section 3.14(d) hereof; (v) a list of all salaries and bonuses provided by GBC and its Subsidiaries to any employee, officer or director who earned in salary and bonus in excess of $100,000 during the calendar year 2002; (c) each contract or commitment (other than GBC Permitted Liens and other than those described in Section 3.14) affecting ownership of or title to, real property which is currently owned by GBC or any GBC Subsidiary; (d) the articles of incorporation and bylaws and specimen certificates of each type of security issued by GBC and General Bank; (e) each other contract or commitment providing for payment based in any manner upon outstanding loans or profits of GBC or any GBC Subsidiary; (f) each lease or license with respect to any property, real or personaltangible personal property, whether as landlordlessor, tenantlessee, licensor or licensee; (v) contract , with annual rental or commitment for capital expenditures other payments due thereunder in excess of $50,000 in 100,000 to which GBC or any GBC Subsidiary is a party, which does not expire within six months from the aggregatedate hereof and cannot be terminated upon 30 days (or less) written notice without penalty; (vig) material contract all consulting, financial advisory, investment banking and professional services contracts other than legal counsel to which GBC or commitment for the purchase of materials its Subsidiaries is a party and in which GBC or supplies or for the performance of services over a period of its Subsidiaries expect to pay more than sixty (60) days after $100,000 during the date of this Agreement and not terminable upon notice of sixty (60) days or lesscalendar year 2003; (viih) contract all judgments, orders, injunctions, court decrees or option settlement agreements arising out of or relating to purchase the labor and employment practices or sell decisions of GBC or any real GBC Subsidiary which, by their terms, continue to bind or personal property other than affect GBC or any contract for the purchase or sale of personal property in the ordinary course of businessGBC Subsidiary; (viiii) contractall orders, agreement decrees, memoranda, agreements or letter understandings with respect to regulatory agencies binding upon or affecting the management or current operations of Progressive GBC or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive GBC Subsidiary or Progressive Bankany of their directors or officers in their capacities as such; (ixj) noteall registered trademarks, debenturetrade names, agreementservice marks, contract patents or indenture related to copyrights that are owned by GBC or any GBC Subsidiary; (k) list of all bank-owned life insurance policies (each, a "BOLI POLICY") owned by GBC or any Subsidiary of GBC insuring the borrowing by Progressive life of any officer, employee or director of GBC and naming GBC or any of its Subsidiaries of money other than those entered into as the beneficiary in the ordinary course event of business; (x) guaranty the death of any obligation for the borrowing insured officer, employee or director, and copies of moneyrelated insurance policy applications and of consent forms signed by the insured officer, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer employee or director of Progressive authorizing GBC or any Subsidiary of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating GBC to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of businesspurchase each BOLI Policy. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFST.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)Schedule, neither Progressive the Company nor any of its Subsidiaries Subsidiary is a party to or bound by (or, in the case of clause (e) below, the holder of) any of the following (whether written or oral, express or implied):: (ia) employmentcommitment, personal servicescontract, independent contractornote, consultingloan, change-in-controlguarantee, retentionevidence of indebtedness, purchase order or severance letter of credit involving any obligation or liability on the part of the Company or any Subsidiary of more than $25,000 (and not more than $75,000 in the aggregate for the Company and its Subsidiaries) and not cancelable (without liability) on not more than 30 days' notice except for media buying contracts entered into by the Company or similar arrangementsany Subsidiary in the ordinary course of business and consistent with past practices; (iib) collective bargaining agreementslease of real property (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule the term, memorandums annual rent, renewal options and number of understanding, or other contracts with any Union (as defined hereinsquare feet leased); (iiic) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to of personal property involving any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures annual expense in excess of $50,000 in 5,000 and not cancelable without liability within 30 days (the aggregateDisclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (vid) material contract contracts and commitments not otherwise described above or commitment for listed in the Disclosure Schedule (including purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) relating to the business of materials or supplies or for the performance of services over a period of more than sixty (60) days after Company and its Subsidiaries and otherwise materially affecting the date of this Agreement Company's and its Subsidiaries' business not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viiie) contract, agreement material governmental or letter with respect regulatory licenses or permits required to conduct the management business of the Company or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive BankSubsidiary as presently conducted; (ixf) note, debenture, agreement, contract contracts or indenture related to agreements containing covenants limiting the borrowing by Progressive freedom of the Company or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit Subsidiary to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete engage in any line of business or compete with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body)person; (xvg) any data processing employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice directors of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive the Company or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handSubsidiary; or (xviiih) Tax sharing or similar agreements. Neither the Company nor any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. Subsidiary is (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the best knowledge of ProgressiveSeller, there no other party is) in material breach or violation of, or material default under, any of the Contracts or other instruments, obligations, evidences of indebtedness or commitments described in (a)-(h) above. All of the Company's and each Subsidiary's outstanding Contracts with its customers are no allegations or assertions of listed in the Disclosure Schedule (together with a notation as to whether such by any party under customer has renewed such Progressive Contract or any events that with notice, lapse of time or for the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTperiod following the period covered thereby).

Contracts and Commitments. (a) Except as set Contracts. Schedule 5.9 sets forth in Section 3.18(a) a complete and accurate list --------- of the Progressive Disclosure Schedules (the “Progressive Contracts”), neither Progressive nor any of its Subsidiaries is a party to or bound by any all Contracts of the following (whether written or oral, express or implied):categories: (i1) employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and Contracts not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi2) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued Employment contracts and outstanding Progressive Stock, or any Affiliate of such Personseverance agreements; (xii3) agreement with any executive officer Labor or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”)union contracts; (xiii4) lease Distribution, franchise, license, sales, commission, consulting agency or advertising contracts which are not cancelable on thirty (30) calendar days notice; (5) Contracts involving expenditures or liabilities, actual or potential, in excess of $5,000 or otherwise material to the Company, taken as a whole, and not cancelable (without liability) within thirty (30) calendar days; (6) Contracts or commitments relating to commission arrangements with others; (7) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder or whereby any assets are pledged (excluding credit provided by the Company to purchasers in the ordinary course of business; (8) Contracts containing covenants limiting the freedom of the Company or any officer, director, shareholder or affiliate, to engage in any line of business or compete with any person; (9) Any Contract with the United States, state or local government or any agency or department thereof; (10) Leases of real property; (xiv11) any agreement containing covenants that limit the ability Leases of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive personal property not cancelable (including any successor thereofwithout liability) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of within thirty (30) days or less;calendar days; and (xvi12) any agreement pursuant Governmental or regulatory Permits or approvals required to which Progressive or any conduct the Business as presently conducted. The Company has delivered to Sub and Parent true, correct and complete copies of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bankall of the written Contracts listed on Schedule 5.9, on the one handincluding all amendments and supplements thereto, and a Person written summary setting forth the material terms and conditions of each and every oral Contract listed on Section 3.1(f) of the Progressive Disclosure SchedulesSchedule 5.9, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of businessincluding all amendments and supplements thereto. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFST.

Contracts and Commitments. (a) Except as set forth in Section 3.18(aContracts. Schedule 3.9.(a) of the Progressive Company Disclosure Schedules (Letter sets forth a complete and accurate list of all Contracts to which the “Progressive Contracts”), neither Progressive nor any of its Subsidiaries Company or Protonex LLC is a party to or by which the Company or Protonex LLC or their assets are bound by any (including oral agreements) of the following (whether written or oral, express or implied):categories: (i) employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangementsContracts not made in the ordinary course of business that are not otherwise required to be disclosed pursuant to clauses (ii)-(xviii) below; (ii) collective bargaining all agreements, memorandums of understandingprograms, policies, arrangements or other contracts with Contracts for the employment or engagement of any Union (as defined herein)current or former officer, employee or Contingent Worker on a full time, part time, consulting or other basis; (iii) bonusAll employee benefit plans and compensation plans or arrangements, including ERISA plans and non-ERISA plans, employee stock purchase plans, stock optionoption plans, restricted stock, stock appreciation, phantom stock, and other equity or equity-based compensation, deferred incentive compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementarrangements; (iv) Contracts containing covenants (including confidentiality provisions if applicable) limiting the freedom of the Company or Protonex LLC (or any of their subsidiaries) to engage in any line of business, expand the geographical scope of business anywhere in the world, compete with any Person or that otherwise have the effect of restricting in any material lease respect the Company or license Protonex LLC (or any of their subsidiaries) from the development, manufacture, marketing or distribution of products and/or services, including without limitation, non-competition, non-solicitation and standstill obligations, or any contract, agreement or arrangement containing any exclusivity, noncompetition or most favored pricing terms to which the Company or Protonex LLC is subject; (v) Contracts containing restrictive covenant agreements (including confidentiality, non-competition, and non-solicitation) between the Company or Protonex LLC and any employee or Contingent Worker of the Company or Protonex LLC; (vi) Contracts with any Company Stockholder, any Affiliate of any Company Stockholder or any other Affiliate of the Company or Protonex LLC (“Affiliate Agreements”); (vii) Contracts exceeding $50,000 relating to the manufacture, distribution and shipment of the Products to the Company’s or Protonex LLC’s customers; (viii) options with respect to any property, real or personal, whether as landlord, tenant, licensor the Company or licensee; (v) contract Protonex LLC shall be the grantor or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bankgrantee thereunder; (ix) note, debenture, agreement, contract Contracts involving future expenditures or indenture related Liabilities that have generated or are reasonably expected to generate more than $200,000 in expense during the twenty-four month period beginning twelve (12) months prior to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in Interim Balance Sheet Date and ending twelve (12) months after the ordinary course of businessInterim Balance Sheet Date; (x) guaranty of Contracts that have generated or are reasonably expected to generate more than $200,000 in revenue in any obligation for consecutive twelve (12) month period during the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit twenty four month period beginning twelve (12) months prior to the Interim Balance Sheet Date and guaranties made in ending twelve (12) months after the ordinary course of businessInterim Balance Sheet Date; (xi) agreement Contracts or commitments relating to commission arrangements with any officer, individual employee, consultant or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such other Person; (xii) agreement with promissory notes, loans, indentures, evidences of Indebtedness, letters of credit, guarantees, or other instruments or agreements relating to an obligation to pay money, whether the Company or Protonex LLC shall be the borrower, lender or guarantor thereunder or whereby any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more assets of the issued and outstanding Progressive Stock Company or any Affiliate Protonex LLC are pledged (excluding credit provided by the Company or Protonex LLC in the ordinary course of such Person, relating business to bank owned life insurance (“BOLI”purchasers of the Company’s or Protonex LLC’s services or products); (xiii) lease any Contract with the United States, state or local government or any agency or department thereof; (xiv) Leases of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may Leases of personal property not be terminated cancelable (without payment or penalty upon notice of thirty (30Liability) days or lesswithin 30 calendar days; (xvi) any agreement pursuant written warranties, guaranties and or other similar undertakings with respect to which Progressive contractual performance extended by the Company or any Protonex LLC, except as set for the on Schedule 3.33 of its Subsidiaries may become obligated to invest in or contribute capital to any Personthe Company Disclosure Letter; (xvii) joint venture, partnership and other Contracts (however named) involving a sharing of profits, losses costs or Liabilities by the Company or Protonex LLC with any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handPerson; orand (xviii) material Contracts relating to the development, ownership, use or licensing of any contractpatents, trademarks, copyrights, or other Intellectual Property, including agreements with current or former employees, consultants, or contractors regarding the disposition, development, appropriation or the nondisclosure of any of the Intellectual Property of the Company or Protonex LLC other than the foregoingCompany’s standard form of Non-Disclosure, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid Non-Solicitation and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles)Invention Assignment Agreement. Each of Progressive and its Subsidiaries The Company has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTParent true, correct and complete copies of all of the Contracts listed on Schedule 3.9.(a) of the Company Disclosure Letter, including all amendments and supplements thereto. All Contracts and Leases listed (or required to be listed) on Schedule 3.9.(a) are referred to herein as “Material Contracts.”

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)Schedule 2.13, neither Progressive nor any of its Subsidiaries Republic is not a party to or bound by any of the following (whether written or oral, express or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, employment contract or severance contracts arrangement (including without limitation any collective bargaining contract or similar arrangementsunion agreement or agreement with an independent consultant) which is not terminable by Republic on less than sixty (60) days’ notice without payment of any amount on account of such termination; (ii) collective bargaining agreementsbonus, memorandums of understanding, stock option or other contracts with employee benefit arrangement, other than any Union (as defined hereindeferred compensation arrangement disclosed in Schedule 2.20 or any profit-sharing, pension or retirement plan or welfare plan disclosed in Schedule 2.19(a); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (viv) contract or commitment for capital expenditures in excess of $50,000 in the aggregateexpenditures; (viv) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty one hundred twenty (60120) days after days’ from the date of this Agreement and not terminable upon notice of sixty (60) days or lessAgreement; (viivi) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property made in the ordinary course of business; (viiivii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank Republic imposed by any Governmental Body bank regulatory authority having supervisory jurisdiction over Progressive or Progressive BankRepublic; (ixviii) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries Republic of money other than those entered into in the ordinary course of business; (xix) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell resale agreements, letters of credit and guaranties made in the ordinary course of business; (xix) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries Republic or holder of more than ten percent (10%) or more of the issued and outstanding Progressive Republic Common Stock or Republic Series A Stock, or any Affiliate affiliate of such Personperson, which is not on substantially the same terms (including, without limitation, in the case of lending transactions, interest rates and collateral) as, and following credit underwriting practices that are not less stringent than, those prevailing at the time for comparable transactions with unrelated parties or which involve more than the normal risk of collectibility or other unfavorable features; (xi) contract or commitment to sell all or substantially all of the assets of Republic or its Subsidiaries; or (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contractcontracts, other than the foregoing, with annual payments aggregating $50,000 25,000 or more not made in the ordinary course of businessbusiness and not otherwise disclosed in this Agreement, in any schedule attached hereto or in any document delivered or referred to or described in writing by Republic to Trustmark. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries Republic has performed in all material respects performed all material obligations required to be performed by it to date under each Progressive Contract and there are is not in default under, and no existing material defaults by Progressive or its Subsidiaryevent has occurred which, as with the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening action by a third party could result in default under, any material indenture, mortgage, contract, lease or occurrence other agreement to which Republic is a party or by which Republic is bound or under any provision of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy its Articles of each Progressive Contract has been delivered Incorporation or made available to BFSTBylaws.

Contracts and Commitments. (a) Except Other than as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)Schedule 3.14, neither Progressive SNB nor any of its Subsidiaries is a party to or bound by any of the following (whether written or oral, express or implied): (i) employment, personal services, independent contractor, consultingemployment contracts, change-in-control, retention, control agreements or severance contracts arrangements (including, without limitation, any collective bargaining contract or similar arrangementsunion agreement or agreement with an independent consultant); (ii) collective bargaining agreementsbonus, memorandums of understanding, stock option or other contracts with employee benefit arrangement, other than any Union (as defined hereindeferred compensation arrangement disclosed in Schedule 3.21 or any profit-sharing, pension or retirement plan or welfare plan disclosed in Schedule 3.20(a); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (viv) contract or commitment for capital expenditures in excess of $50,000 in the aggregateexpenditures; (viv) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty one hundred (60100) days after from the date of this Agreement and not terminable upon notice of sixty (60) days or lessAgreement; (viivi) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viiivii) contract, agreement or letter with respect to the management or operations of Progressive SNB or Progressive the Bank imposed by any Governmental Body bank regulatory authority having supervisory jurisdiction over Progressive SNB or Progressive the Bank; (ixviii) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries SNB of money other than those entered into in the ordinary course of business; (xix) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xix) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries SNB or holder of more than ten percent (10%) or more of the issued and outstanding Progressive SNB Common Stock or SNB Class B Stock, or any Affiliate affiliate of such Personperson, which is not on substantially the same terms (including, without limitation, in the case of lending transactions, interest rates and collateral) as, and following credit underwriting practices that are not less stringent than, those prevailing at the time for comparable transactions with unrelated parties or which involve more than the normal risk of collectibility or other unfavorable features; (xiixi) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contractcontracts, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of businessbusiness and not otherwise disclosed in this Agreement, in the Disclosure Schedules or in any document delivered or referred to or described in writing by SNB to Prosperity; (xii) any agreement containing covenants that limit the ability of SNB or any of its Subsidiaries to compete in any line of business or with any person, or that involve any restriction on the geographic area in which, or method by which, SNB (including any successor thereof) or any of its Subsidiaries may carry on its business (other than as may be required by law or any regulatory agency); (xiii) any data processing services agreement or contract which may not be terminated without payment or penalty upon notice of 30 days or less; or (xiv) any agreement pursuant to which SNB or any of its Subsidiaries may become obligated to invest in or contribute capital to any entity. (b) Each Progressive Contract contract or commitment set forth in Schedule 3.14 is legal, valid and binding on Progressive SNB or any of its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, is in full force and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles)effect. Each of Progressive and its Subsidiaries SNB has performed in all material respects performed all obligations required to be performed by it to date under each Progressive Contract and there are is not in default under, and no existing material defaults by Progressive or its Subsidiaryevent has occurred which, as with the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or action by a third party could result in default under, any indenture, mortgage, contract, lease or other agreement to which SNB or any of its Subsidiaries is a party or by which SNB or any of its Subsidiaries is bound or under any provision of the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTSNB Constituent Documents.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) 3.13 of the Progressive Disclosure Schedules (Schedule sets forth a list of all of the “Progressive Contracts”)following agreements, neither Progressive nor any of contracts and commitments to which the Company or its Subsidiaries is a party to or by which the Company, its Subsidiaries or their respective assets are bound by any of the following (whether written or oraleach, express or implieda “Material Contract”): (ia) employment, personal services, independent contractor, consulting, change-in-control, retention, employment agreements or severance contracts agreements or similar employee termination arrangements; (ii) collective bargaining agreements, memorandums of understandingin any such case, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures the senior executive officers of the Company and employees earning a base salary in excess of $50,000 in 100,000 per year, that are not terminable at will by the aggregateCompany or its Subsidiaries without penalty; (vib) material contract any change of control agreements with employees of the Company or commitment for the purchase its Subsidiaries earning a base salary in excess of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less$100,000 per year; (viic) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell material agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with contracts, commitments or extension of credit to arrangements containing any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit covenant limiting the ability of Progressive the Company or any of its Subsidiaries to compete engage in any line of business or to compete with any business or Person; (d) agreements or contracts with Seller or any officer, director or employee of Seller, the Company or its Subsidiaries that involve any restriction on are not terminable at will by the geographic area in whichCompany or its Subsidiaries without penalty (other than Plans or employment, severance and change of control agreements covered by clause (a) or method by which, Progressive (including any successor thereofb) above); (e) agreements or contracts under which the Company or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law has borrowed or loaned money, or any Governmental Body)note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness, in each case, relating to amounts in excess of $250,000; (xvf) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement leases pursuant to which Progressive personal or real property is leased to or from the Company or any of its Subsidiaries may become obligated and under the terms of which base rent (without regard to invest tax or other expense reimbursements) is payable in or contribute capital to any Personan amount in excess of $250,000 per year; (xviig) guaranties, suretyships or other contingent agreements of the Company or its Subsidiaries involving underlying obligations of not less than $250,000; (h) any agreement between Progressive Bankagreement, on contract, commitment or arrangement relating to capital expenditures with respect to the one hand, Company or its Subsidiaries and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; orinvolving future payments which exceed $500,000 in any 12-month period; (xviiii) any agreement, contract, commitment or arrangement relating to the acquisition or disposition of material assets (other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business.business consistent with past practice) or any capital stock of any business enterprise; (bj) contracts with Governmental Authorities; (k) partnership or joint venture agreements; (l) any currency or interest rate swap, collar or hedge contract or agreement except as will terminate as of the Closing; and (m) contracts (other than those covered by clauses (a) through (l) above) pursuant to which the Company or its Subsidiaries will receive or pay in excess of $1,000,000 over any twelve-month period. As of the date hereof, with respect to all Material Contracts, neither the Company, its Subsidiaries, nor, to the Company’s Knowledge, any other party to any such contract is in breach thereof or default thereunder and, to the Company’s Knowledge, there does not exist under any event which, with the giving of notice or the lapse of time, would constitute such a breach or default, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, result in a Material Adverse Effect. The Company has made available to Buyer true and correct copies of all Material Contracts. Each Progressive Material Contract is legal, valid and binding on Progressive the Company or its Subsidiaries, as the case may beapplicable, and and, to the knowledge of ProgressiveCompany’s Knowledge, on the other parties thereto, in accordance with their respective terms, and is in full force and effect and enforceable by Progressive against the Company or its Subsidiaries, as the case may be, applicable Subsidiary in accordance with its terms terms, in each case, except as such enforceability may be limited by (subject to the effect of a) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting creditors’ rights generally and general equitable principlesor (b) applicable equity principles (whether considered in a proceeding at law or in equity). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFST.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) 2.13 of the Progressive Disclosure Schedules (Schedule sets forth a list of all of the “Progressive Contracts”)following agreements, neither Progressive nor contracts and commitments relating to the Business to which the Company or any of its the Subsidiaries is a party to or bound by which the Company, any of the following Subsidiaries or the Assets are bound (whether written except for purchase orders for inventory by the Company or oral, express or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums any of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property Subsidiaries in the ordinary course of business) (each, a "Material Contract"): (a) employment agreements, severance agreements or employee termination arrangements that are not terminable at will by the Company or a Subsidiary without penalty; (viiib) any change of control agreements with employees of the Company or the Subsidiaries; (c) agreements, contracts, commitments or arrangements containing any covenant limiting the ability of the Company or the Subsidiaries to engage in any line of business or to compete with any business or person; (d) agreements or contracts with any Stockholder or any affiliate of a Stockholder (other than the Company and the Subsidiaries) or any officer, director or employee of the Company, the Subsidiaries, any Stockholder or any of such affiliates (other than employment, severance and change of control agreements covered by clause (a) or (b) above); (e) agreements or contracts under which the Company or the Subsidiaries has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness; (f) joint venture agreements or other agreements involving the sharing of profits; (g) leases pursuant to which Personal Property or Real Property is leased to or from the Company or the Subsidiaries; (h) powers of attorney from the Company or any Subsidiaries; (i) guaranties, suretyships or other contingent agreements of the Company or the Subsidiaries; (j) any agreement, contract, agreement commitment or letter arrangement relating to capital expenditures with respect to the management Company or operations of Progressive or Progressive Bank imposed by the Subsidiaries and involving future payments which exceed $50,000 in any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank12-month period; (ixk) note, debenture, any agreement, contract contract, commitment or indenture related arrangement relating to the borrowing by Progressive acquisition of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of its Subsidiaries of money any business enterprise; (l) contracts (other than those covered by clauses (a) through (k) above) pursuant to which the Company and the Subsidiaries will receive or pay in excess of $100,000 over the life of the contract; and (m) any other material agreements, contracts and commitments not entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made . Except as set forth in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more Section 2.13 of the issued and outstanding Progressive StockDisclosure Schedule, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its neither the Company, the Subsidiaries or holder of ten percent (10%) or more nor, to the knowledge of the issued Company, any other party thereto, is in material breach of or in material default under any Material Contract. Each such Material Contract is in full force and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one handeffect, and is a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiariesobligation of the Company and/or the Subsidiaries and, as the case may be, and to the knowledge of Progressivethe Company, each of the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (terms, subject to the effect qualification that enforcement of the rights and remedies created thereby are subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors, and (b) general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTat law.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) 4.13 of the Progressive Disclosure Schedules (Schedule sets forth a list of all of the “Progressive Contracts”)following agreements, neither Progressive nor any of contracts and commitments to which the Company or its Subsidiaries is a party to or bound by any as of the following (whether written date hereof or oralby which the Company, express its Subsidiaries or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangements; (ii) collective bargaining agreements, memorandums their respective assets are bound as of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty hereof (60) days except for purchase orders for inventory by the Company or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property its Subsidiaries in the ordinary course of business;) (each, a “Material Contract”): (viiia) contractemployment agreements or severance agreements or employee termination arrangements, agreement or letter in any such case, with respect to the management senior executive officers of the Company or operations its Subsidiaries and employees of Progressive the Company or Progressive Bank imposed any Subsidiary, that are not terminable at will by any Governmental Body having supervisory jurisdiction over Progressive the Company or Progressive Bankits Subsidiaries without penalty; (ixb) note, debenture, agreement, contract any change of control agreements with employees of the Company or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of businessSubsidiaries; (xc) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with contracts, commitments or extension of credit to arrangements containing any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit covenant limiting the ability of Progressive the Company or any of its Subsidiaries to compete engage in any line of business or to compete with any business or Person; (d) agreements or contracts with any (i) officer or director of the Company or the Subsidiaries, (ii) Securityholder, (iii) any officer, director or that involve employee of any restriction on Securityholder, (iv) any Affiliate thereof or (v) any entity in which any officer or director of the geographic area in whichCompany holds an Equity Interest (other than employment, severance and change of control agreements covered by clause (a) or method by which, Progressive (including any successor thereofb) above); (e) agreements or contracts under which the Company or any of its Subsidiaries has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or loaned money or any guarantee of such indebtedness; (including f) leases pursuant to which material personal or real property is leased to or from the Company or its Subsidiaries; (g) guaranties, suretyships or other contingent agreements of the Company or its Subsidiaries; (h) any successor thereofagreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company or its Subsidiaries; (i) may carry on its business any agreement, contract, commitment or arrangement relating to the acquisition of material assets (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business.business consistent with past practice) or any capital stock of any business enterprise; (bj) Each Progressive Contract reinsurance contracts; (k) contracts for the issuance or grant of any warrant, option or right to purchase any of the Company’s or the Subsidiaries’ capital stock or other Equity Interests, or the grant of any registration rights, or the split, combination or reclassification of any of the Company’s or the Subsidiaries’ capital stock or other Equity Interests, or the imposition of any Lien upon any of the Company’s or the Subsidiaries’ capital stock or other Equity Interests; and (l) contracts (other than those covered by clause (a) through (k) above) pursuant to which the Company or its Subsidiaries is legalreasonably likely to receive or pay in excess of One Hundred Thousand U.S. Dollars ($100,000) over the life of the contract (excluding insurance and reinsurance contracts). As of the date hereof, valid and binding on Progressive or with respect to all Material Contracts, neither the Company, any of its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, ornor, to the knowledge of ProgressiveCompany’s Knowledge, the any other party to any such contract is in breach thereof or default thereunder andand there does not exist under any thereof any event which, to with the knowledge giving of Progressive, there are no allegations notice or assertions of such by any party under such Progressive Contract or any events that with notice, the lapse of time time, would constitute such a breach or default, except for such breaches, defaults and events as to which requisite waivers or consents have been obtained or which would not, individually or in the happening or occurrence of any other event would be reasonably likely to constitute aggregate, result in a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFST.Material Adverse Change..

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)on Schedule 5.8 hereof, neither Progressive the Company nor any of its Subsidiaries Subsidiary is a party to or bound by (or, in the case of clause (e) below, the holder of) any of the following (whether written or oral, express or implied):: (ia) employmentcommitment, personal servicescontract, independent contractornote, consultingloan, change-in-controlevidence of indebtedness, retention, purchase order or severance contracts letter of credit involving any obligation or similar arrangements;liability on the part of the Company or its Subsidiary of more than $50,000 (and not more than $100,000 in the aggregate for related instruments) and not cancelable (without further liability) on not more than 30 days' notice. (iib) collective bargaining agreementslease of real property (the Disclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule the term, memorandums annual rent, renewal options and number of understanding, or other contracts with any Union (as defined hereinsquare feet leased); (iiic) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to of personal property involving any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures annual expense in excess of $50,000 in 5,000 and not cancelable without further liability within 30 days (the aggregateDisclosure Schedule indicates with respect to each Lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (vid) material contract contracts and commitments not otherwise described above or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property listed in the ordinary course of business; Disclosure Schedule (viiiincluding purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) contract, agreement or letter with respect relating to the management business of the Company or operations of Progressive its Subsidiary, and which materially affect the Company's or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those Subsidiary's business and which are not entered into in the ordinary course of business; (xe) guaranty material governmental or regulatory licenses or permits required to conduct the business of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase Company or resell agreements, letters of credit and guaranties made in the ordinary course of businessits Subsidiary as presently conducted; (xif) agreement with contracts or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more agreements containing covenants limiting the freedom of the issued and outstanding Progressive Stock, Company or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating Subsidiary to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete engage in any line of business or compete with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body)person; (xvg) contracts, commitments, licenses or permits containing any data processing "change in control" or other electronic banking services agreement "parachute payment" provision, as those terms are commonly understood, which would be triggered by the execution, delivery or contract which may not be terminated consummation of the transactions contemplated by this Agreement, including without limitation, any right of termination, right of payment or penalty upon notice acceleration of thirty (30) days any other right under such contracts, commitments, licenses or lesspermits; (xvih) any agreement pursuant employment contracts, including without limitation, contracts to which Progressive employ executive officers and other contracts with officers or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) directors of the Progressive Disclosure Schedules, on the other handCompany or its Subsidiary; or (xviiii) any contract, other than Tax sharing or similar agreements. Except with respect to accounts payable set forth on the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of ProgressiveJuly Accounts Payable Ledger, the other parties thereto, Company and is enforceable by Progressive or its Subsidiaries, as the case may beSubsidiary are not, in accordance with its terms any material respect, (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the best knowledge of ProgressiveSellers, there are no allegations other party is, in any material respect) in breach or assertions violation of, or default under, any of such by any party under such Progressive Contract the Contracts or any events that with noticeother instruments, lapse obligations, evidences of time indebtedness or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTcommitments described in (a)-(h) above.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a4.18(a) of the Progressive BPOMS Disclosure Schedules (the “Progressive Contracts”)Letter, neither Progressive BPOMS nor any of its the BPOMS Subsidiaries has, or is a party to or is bound by any of the following (whether written or oral, express or implied):by: (i) employmentany consulting or sales agreement, personal services, independent contractor, consulting, change-in-control, retention, contract or severance contracts commitment under which any firm or similar arrangementsother organization provides services to BPOMS or any of the BPOMS Subsidiaries; (ii) collective bargaining agreements, memorandums of understanding, any fidelity or other contracts with any Union (as defined herein)surety bond or completion bond; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity any agreement of indemnification or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementguaranty; (iv) material lease any agreement, contract, commitment, transaction or license with respect series of transactions for any purpose other than in the ordinary course of BPOMS's or any of the BPOMS Subsidiaries' business relating to any property, real capital expenditures or personal, whether as landlord, tenant, licensor commitments or licenseelong term obligations in excess of $50,000; (v) any agreement, contract or commitment for capital expenditures relating to the disposition or acquisition of assets or any interest in excess any business enterprise outside the ordinary course of $50,000 in BPOMS's or any of the aggregate;BPOMS Subsidiaries' business. (vi) material any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (iii) hereof: (vii) any purchase order or contract or commitment for the purchase of inventory or other materials involving $50,000 or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of businessmore; (viii) contractany distribution, agreement joint marketing or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bankdevelopment agreement; (ix) noteany assignment, debenture, license or other agreement with respect to any form of intangible property; or (x) any other agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) commitment that involves $50,000 or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may is not be terminated cancelable without payment or penalty upon notice of within thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or days. Collectively, any of its Subsidiaries may become obligated (i) through (x) above shall be referred to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of businessherein as "CONTRACTS". (b) Each Progressive Contract is legalExcept as would not individually or in the aggregate have a BPOMS Material Adverse Effect, all such Contracts are valid and binding on Progressive BPOMS and are in full force and effect and enforceable against BPOMS in accordance with their respective terms. Except as disclosed in Section 4.18(b) of the BPOMS Disclosure Letter, no approval or its Subsidiariesconsent of, as or notice to any Person the case may be, failure of which to obtain would have a BPOMS Material Adverse Effect is needed in order that such Contracts shall continue in full force and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, effect in accordance with its terms (subject without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement. Except to the effect extent any of bankruptcythe following would not individually or in the aggregate have a BPOMS Material Adverse Effect, insolvencyBPOMS is not in violation of, reorganizationbreach of or default under any such Contract nor, moratorium to BPOMS's knowledge, is any other party to any such Contract. Except as set forth in Section 4.18 of the BPOMS Disclosure Letter, BPOMS is not in violation or other similar laws breach of or default under any such Contract (including leases of real property) relating to creditors’ rights generally and general equitable principles). Each non-competition, indebtedness, guarantees of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence indebtedness of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered Person, employment, or made available to BFSTcollective bargaining.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a3.15(a) of the Progressive Seller Disclosure Schedules (Schedule sets forth, as of the “Progressive Contracts”)date hereof, neither Progressive nor any of its Subsidiaries is a party to or bound by any list of the following (whether written Contracts to which the Company or oral, express or implied):the Company Subsidiary is a party: (i) employmentany Contract with any director, personal servicesofficer, independent contractoremployee, consultingconsultant or agent providing for (A) severance, change-in-controlcontrol or retention benefits, retention(B) the increase or acceleration of benefits payable as a result of the Transactions, or severance contracts or similar arrangements(C) aggregate payments in any calendar year in excess of $100,000; (ii) collective bargaining agreements, memorandums any Contract to forgive any indebtedness in excess of understanding, $5,000 of any Person to the Company or other contracts with any Union (as defined herein)the Company Subsidiary; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementany Contract providing for the purchase of real property; (iv) material lease any loan agreement, promissory note or license with respect other Contract relating to any property, real or personal, whether as landlord, tenant, licensor or licenseeindebtedness for borrowed money; (v) contract any Contract to guaranty the obligations of any third party (including Sellers or commitment for capital expenditures any Affiliate of Sellers) or to indemnify any third party (other than indemnification of customers, resellers, distributors, agents, suppliers, licensors or licensees in excess respect of $50,000 intellectual property rights or in connection with the sale or licensing to customers, in the aggregateordinary course of business, of products or services of the Company or the Company Subsidiary or indemnification obligations of the Company or the Company Subsidiary in favor of officers, directors, employees and other agents contained in the bylaws or other governing documents of the Company or the Company Subsidiary); (vi) material contract any Contract which restricts the ability of the Company or commitment for the purchase Company Subsidiary to engage in any business activity in any geographic area or line of materials business or supplies which restricts the ability of the Company or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or lessCompany Subsidiary to compete with any Person; (vii) contract any Contract for the sale or option to purchase other disposition of any material asset or sell any real portion of the assets of the Company or personal property the Company Subsidiary, other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement any Contract obligating the Company or letter with respect the Company Subsidiary to make aggregate payments in excess of $100,000 in any fiscal year to any third party which is not terminable by the management Company or operations of Progressive the Company Subsidiary without penalty or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive further liability exceeding $10,000 upon 90 days’ notice or Progressive Bankless; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into listed in Sections 3.15(a)(x) and 3.15(a)(xi) of the ordinary course Disclosure Schedule, any Contract pursuant to which the Company or the Company Subsidiary reasonably expects to receive aggregate payments in excess of business$250,000 in any fiscal year; (x) guaranty Contracts with the resellers of any obligation for the borrowing Company and the Company Subsidiary that represent (i) the top 25 resellers based on the amount of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made aggregate revenues generated by such resellers in the ordinary course three-months ended January 31, 2004 and (ii) the top 25 resellers based on the number of businessmerchants represented by such resellers in the three-months ended January 31, 2004; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive StockContract, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xvthose listed in Sections 3.15(a)(i) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(fthrough 3.15(a)(x) of the Progressive Disclosure SchedulesSchedule, on which the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 Purchased Business is substantially dependent or more not made as to which a default under or termination of such Contract would result in the ordinary course of businessa Material Adverse Effect. (b) Each Progressive Contract is legal, valid and binding on Progressive or its SubsidiariesSection 3.15(b) of the Seller Disclosure Schedule sets forth, as of the date hereof, a list of all Contracts to which Sellers or any of their Affiliates (other than the Company or the Company Subsidiary) is a party by which the Purchased Business or assets or properties of the Company or the Company Subsidiary are bound or that relate to the Purchased Business and which would be required to be disclosed on Section 3.15(a) of the Seller Disclosure Schedule if the Company were a party thereto. (c) Sellers have provided or made available to Purchaser a correct and complete copy of each Material Contract (or, in the case may beof any oral Contract, and a written summary of the material terms thereof), together with any amendments or side letters thereto in effect as of the date of this Agreement. Each Material Contract is, to the knowledge Knowledge of ProgressiveSellers, the other parties theretovalid, binding and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to except for the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally Enforceability Limitations) and general equitable principles)is in full force and effect. Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are There is no existing material defaults default or material breach by Progressive or its Subsidiary, as the case may be, or, to the knowledge of ProgressiveSellers, the Company, the Company Subsidiary or any other Affiliate of Sellers under any Material Contract to which it is a party thereunder and, to the knowledge Knowledge of ProgressiveSellers, there are no allegations other party to any Material Contract is in material default or assertions material breach thereunder. To the Knowledge of such by any party under such Progressive Contract Sellers, no event has occurred which, with notice or any events that with notice, lapse of time or both, would constitute a material breach or default or permit termination, modification or acceleration under any Material Contract or impair any right of the happening Company or occurrence the Company Subsidiary to exercise and obtain the benefit of any other event would be reasonably likely options contained in any Material Contract. None of Sellers, the Company or the Company Subsidiary (i) has received written notice from any party to constitute a default thereunder. A true and complete copy of each Progressive Material Contract has been delivered indicating such party’s intent to terminate a Material Contract, or made available (ii) is bound by a written forbearance agreement with respect to BFSTa Material Contract.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)Schedule 3.13, neither Progressive the Company nor any of its Subsidiaries is a party to or bound by any of the following (whether written or oral, express or implied): (i) employment, personal services, independent contractor, consultingemployment contracts, change-in-control, retention, control agreements or severance contracts arrangements (including, without limitation, any collective bargaining contract or similar arrangementsunion agreement or agreement with an independent consultant); (ii) collective bargaining agreementsbonus, memorandums of understanding, stock option or other contracts with employee benefit arrangement, other than any Union (as defined hereindeferred compensation arrangement disclosed in Schedule 3.20 or any profit-sharing, pension or retirement plan or welfare plan disclosed in Schedule 3.19(a); (iii) bonusexcept as set forth in Schedule 3.8(a), stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) any material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (viv) contract or commitment for capital expenditures in excess of $50,000 in the aggregateexpenditures; (viv) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty one hundred (60100) days after from the date of this Agreement and not terminable upon notice of sixty (60) days or lessAgreement; (viivi) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viiivii) contract, agreement or letter with respect to the management or operations of Progressive the Company or Progressive Bank the Banks imposed by any Governmental Body bank regulatory authority having supervisory jurisdiction over Progressive the Company or Progressive Bankthe Banks; (ixviii) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries the Company of money other than those entered into in the ordinary course of business; (xix) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xix) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries the Company or holder of more than ten percent (10%) or more of the issued and outstanding Progressive Company Common Stock, or any Affiliate affiliate of such Personperson, which is not on substantially the same terms (including, without limitation, in the case of lending transactions, interest rates and collateral) as, and following credit underwriting practices that are not less stringent than, those prevailing at the time for comparable transactions with unrelated parties or which involve more than the normal risk of collectibility or other unfavorable features; (xi) contracts, other than the foregoing, with payments aggregating $25,000 or more not made in the ordinary course of business and not otherwise disclosed in this Agreement, in the Disclosure Schedules or in any document delivered or referred to or described in writing by the Company to Prosperity; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive the Company or any of its Subsidiaries to compete in any line of business or with any Personperson, or that involve any restriction on the geographic area in which, or method by which, Progressive the Company (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Bodyregulatory agency); (xvxiii) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) 30 days or less;; or (xvixiv) any agreement pursuant to which Progressive the Company or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of businessentity. (b) Each Progressive Contract contract or commitment set forth in Schedule 3.13 is legal, valid and binding on Progressive the Company or any of its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, is in full force and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles)effect. Each of Progressive and its Subsidiaries The Company has performed in all material respects performed all obligations required to be performed by it to date under each Progressive Contract and there are is not in default under, and no existing material defaults by Progressive or its Subsidiaryevent has occurred which, as with the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or action by a third party could result in default under, any indenture, mortgage, contract, lease or other agreement to which the happening Company or occurrence any of its Subsidiaries is a party or by which the Company or any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered its Subsidiaries is bound or made available to BFSTunder any provision of the Company Constituent Documents.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of Schedule 2.17 or in the Progressive Disclosure Schedules (the “Progressive Contracts”)SICC Financial Statements, neither Progressive SICC nor any of its Subsidiaries the Subsidiaries: (a) is a party to any contract, obligation, understanding or bound by any of the following commitment (whether written or oral, express ) that involves a potential or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, actual commitment or severance contracts aggregate payments to or similar arrangements; (ii) collective bargaining agreements, memorandums of understanding, from SICC or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures Subsidiary in excess of $50,000 in the aggregate; (vi) a calendar year, or which is otherwise material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; ; (xb) guaranty of has any obligation for the borrowing of moneyemployment contracts, excluding endorsements made for collection, repurchase stock redemption or resell purchase agreements, letters financing agreements, collective bargaining agreements, consulting or management services agreements, independent contractor agreements, or agreements with any current or former officers, directors, employees or shareholder of credit and guaranties made in the ordinary course of business; (xi) agreement with SICC or extension of credit any Subsidiary, or to any executive officer Persons or director of Progressive organizations related to or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement Affiliated with any executive officer such Persons; (c) has any contract or director of Progressive arrangement concerning directory publishing matters or billing and collection matters; (d) has any of its Subsidiaries contract or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants arrangement that limit limits the ability of Progressive any of SICC or any of its Subsidiaries Subsidiary to compete in any line of business or to compete with any other Person; (e) has any contract relating to any Indebtedness or any guarantee or indemnification of or the granting of security for Indebtedness or any other obligation or liability; (f) has any contract relating to E911 services, interconnection or co-location arrangements, or that involve other arrangements with any restriction on local exchange carrier, competitive access provider or other telecommunications carrier; (g) has any contract relating to licenses to or from SICC or any Subsidiary with respect to software or hardware used in the geographic area in whichbusinesses of any of SICC or any Subsidiary; (h) has any contract relating to any indemnity obligations of any of SICC or any Subsidiary, (i) has entered into any joint venture or partnership agreement, (j) has granted powers of attorney to a third person, or method by which, Progressive (including k) has any successor thereof) agreement or any commitment relating to the acquisition or divestiture of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing the capital stock or other electronic banking services agreement equity securities of any Person. To the Knowledge of SICC and each Shareholder, neither SICC nor any Subsidiary is in default under any material agreement, instrument, contract, obligation, understanding or contract commitment and there is no state of facts which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event both would be reasonably likely to constitute such a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTdefault.

Contracts and Commitments. Section 3.15 of the Disclosure Schedule sets forth a list of all material Contracts and commitments to which the Company is a party or by which the Company, or any of its assets are bound (each, a “Material Contract”), including, without limitation: (a) Except as set forth in Section 3.18(a) of any Contract involving commitments to make expenditures, purchases or sales, any supplier Contracts, rebate arrangements, and consignment or ledger balance inventory Contracts involving $25,000 or more, except Contracts terminable by the Progressive Disclosure Schedules (the “Progressive Contracts”), neither Progressive nor any of its Subsidiaries is a party to Company on not more than thirty days’ notice without penalty or bound by any of the following (whether written or oral, express or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangementsfinancial obligation; (iib) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect Contract relating to any propertydirect or indirect indebtedness for borrowed money or securing the repayment thereof, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property trade payables and other accrued liabilities in the ordinary course of business; (viiic) contractany Contract directly or indirectly benefiting the Sellers or any affiliate of the Sellers (other than the Company) or any officer, agreement director or letter with respect to the management employee of Sellers or operations any of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Banksuch affiliates; (ixd) noteany collective bargaining or union Contract, debenturememorandum or arrangement, agreementemployment (other than Employee Plans), contract stay put, change in control or indenture related severance agreements or employee termination arrangements that are not terminable at will by the Company without penalty; (e) [intentionally omitted]; (f) any Contract containing covenants limiting the freedom of the Company to compete in any line of business, with any person or entity, or in any territory, including “teaming” or joint marketing agreements; (g) any Contract relating to Intellectual Property; (h) any Contract with any sales agent, manufacturer, dealer, distributor or licensee of any products sold by the Company; (i) any tax-sharing Contract; (j) any indemnity or hold harmless Contract; (k) any Contract relating to the borrowing lease or sale to or by Progressive or others of any of its Subsidiaries real property; and (l) joint venture agreements or other agreements involving the sharing of money profits; (m) leases pursuant to which personal property is leased to or from the Company; (n) powers of attorney from the Company; (o) guaranties, suretyships or other than those contingent agreements of the Company; (p) Contracts pursuant to which the Company will pay or receive in excess of $25,000 over the life of the Contract; (q) agreements or arrangements relating to product data sharing, electronic product catalogues, product data content disclosure and similar arrangements; and (r) any other material agreements, Contracts and commitments not entered into in the ordinary course of business; (x) guaranty . True, complete and correct copies of any obligation for the borrowing all written Contracts and summaries of money, excluding endorsements made for collection, repurchase all oral or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person implied Contracts listed on Section 3.1(f) 3.15 of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, Schedule have been delivered to Buyer. All such Contracts are valid and binding on Progressive or its Subsidiaries, as obligations of the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with their respective terms and are in full force and effect. No party to any such Contract is in material default of its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFST.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)Schedule 3.13, neither Progressive GNB nor any of its Subsidiaries Subsidiary is a party to or bound by any of the following (whether written or oral, express or implied): (i) employmentemployment contract, personal services, independent contractor, consultingseverance arrangement, change-in-control, retention, control agreement or severance contracts parachute (including without limitation any collective bargaining contract or similar arrangementsunion agreement or agreement with an independent consultant) which is not terminable by GNB or GNB Bank on less than sixty (60) days’ notice without payment of any amount on account of such termination; (ii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, or profit-sharing plansharing, pension plan, or retirement plan, welfare plan or other employee benefit agreement or arrangement; (iviii) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (viv) contract or commitment for capital expenditures in excess of $50,000 in the aggregateexpenditures; (viv) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty one hundred twenty (60120) days after from the date of this Agreement and not terminable upon notice of sixty (60) days or lessAgreement; (viivi) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viiivii) contract, agreement or letter with respect to the management or operations of Progressive GNB or Progressive Bank any Subsidiary imposed by any Governmental Body bank regulatory authority having supervisory jurisdiction over Progressive GNB or Progressive Bankany Subsidiary; (ixviii) note, debenture, agreement, contract or indenture related to the borrowing by Progressive GNB or any of its Subsidiaries Subsidiary of money other than those entered into in the ordinary course of business; (xix) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xix) agreement with or extension of credit to any executive officer or director of Progressive GNB or any of its Subsidiaries Subsidiary or holder of more than ten percent (10%) or more of the issued and outstanding Progressive GNB Stock, or any Affiliate affiliate of such Person; person, which is not on substantially the same terms (xiiincluding, without limitation, in the case of lending transactions, interest rates and collateral) agreement as, and following credit underwriting practices that are not less stringent than, those prevailing at the time for comparable transactions with any executive officer unrelated parties or director which involve more than the normal risk of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing collectibility or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handunfavorable features; or (xviiixi) any contractcontracts, other than the foregoing, with annual payments aggregating $50,000 10,000 or more not made in the ordinary course of businessbusiness and not otherwise disclosed in this Agreement, in any schedule attached hereto or in any document delivered or referred to or described in writing by GNB to Texas United. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive GNB and its Subsidiaries has performed have in all material respects performed all material obligations required to be performed by it them to date under each Progressive Contract and there are not in default under, and no existing material defaults by Progressive or its Subsidiaryevent has occurred which, as with the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or action by a third party or both, could reasonably be expected to result in default under any material indenture, mortgage, contract, lease or other agreement to which GNB or any of its Subsidiaries is a party or by which GNB or any of its Subsidiaries is bound or under any provision of the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTGNB Constituent Documents.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of on the Progressive Disclosure Schedules (Schedule, the “Progressive Contracts”), neither Progressive nor any of its Subsidiaries Company is not a party to or bound by any of the following (whether written or oral, express or implied):: (ia) employmentcommitment, personal servicescontract, independent contractornote, consultingloan, change-in-controlevidence of Indebtedness, retention, purchase order or severance contracts letter of credit involving any obligation or similar arrangementsliability on the part of the Company of more than $75,000 and not cancelable (without liability) within 60 days; (iib) collective bargaining agreementslease of real property (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule the term, memorandums annual rent, renewal options, approximate number of understanding, or other contracts with any Union (as defined hereinsquare feet leased); (iiic) bonuslease of personal property involving any annual expense in excess of $25,000 and not cancelable (without liability) within 60 days (the Disclosure Schedule indicates with respect to each lease listed on the Disclosure Schedule a general description of the leased items, term, annual rent and renewal options); (d) governmental or regulatory licenses or permits required to conduct the Business as presently conducted and as proposed to be conducted; (e) contracts or agreements containing covenants limiting the freedom of the Company to engage in any line of business or compete with any Person; (f) employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of the Company, and contracts with independent contractors on a full-time, part-time, consulting or other basis; (g) pension, profit sharing, stock option, restricted stock, stock appreciation, phantom stockemployee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, equity welfare or equity-based compensation, deferred compensation stock plan or arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement any contract with any labor union or arrangementany severance agreement; (ivh) material lease contract pursuant to which it has advanced or license with respect loaned funds or made any Investments of its funds or other property or Assets, or agreed to advance or loan funds to any property, real other Person or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures in excess to do any of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property foregoing other than any contract for the purchase or sale of personal property advances to growers in the ordinary course of business; (viiii) contractcontract or indenture relating to the mortgaging, agreement pledging, or letter otherwise placing an Encumbrance on any Assets (other than any Encumbrance which will be extinguished prior to the Closing Date); (j) assignment, license, indemnification or other contract with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bankintangible property (including any Proprietary Right); (ixk) noteindependent or service representative or distributorship agreement; or (l) contracts or financial commitments of more than $50,000 and not cancelable (without liability) within sixty days not otherwise described above or listed in the Disclosure Schedule (including without limitation purchase orders, debenture, agreement, contract franchise agreements and undertakings or indenture related commitments to any governmental or regulatory authority) relating to the borrowing by Progressive Business or any of its Subsidiaries of money other than those entered into otherwise affecting the Business not in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries The Company has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder it is not (and, to the knowledge Best of Progressivethe Company's Knowledge, there are no allegations other party is) in breach or assertions violation of, or default under any of such by any party under such Progressive Contract the Contracts or any events that other instruments, obligations, evidences of Indebtedness or commitments described in (a)-(l) above. To the Best of the Company's Knowledge, no event has occurred which, with notice, lapse the passage of time or the happening giving of notice (or occurrence both), would result in a default, breach or event of noncompliance under any other event would be reasonably likely obligation of the Company pursuant to constitute any Contract. The Company does not have a default thereunderpresent expectation or intention of not fully performing any obligation pursuant to any Contract. A true Each Contract described on the Disclosure Schedule is, to the Best of the Company's Knowledge, legal, valid, binding and complete copy enforceable in accordance with its terms. With respect to each Contract which is a lease of each Progressive Contract has been delivered or made available personal property, the Company holds a valid and existing leasehold interest under such lease for the term set forth with respect to BFSTsuch lease an the Disclosure Schedule.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a3.11(a) of the Progressive Company Disclosure Schedules Schedule (by reference to the “Progressive Contracts”), neither Progressive nor applicable subsection hereof) lists all of the following Contracts to which the Company or any of its the Company Subsidiaries is a party to or bound by any of the following (whether written or oral, express or implied):and which are currently in effect: (i) employmentAny pension, personal servicesretirement or deferred compensation plan or contract or other bonus plan, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangementsother than as described in Section 3.14 of the Company Disclosure Schedule; (ii) Any collective bargaining agreements, memorandums of understanding, agreement or other contracts contract with any Union (as defined herein)labor union; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit Any employment agreement or arrangementfor the employment of any officer; (iv) material lease Any loan agreement or license indenture with respect any third party relating to Indebtedness for borrowed money under which the Company or any propertyof the Company Subsidiaries has borrowed money, real or personal, whether as landlord, tenant, licensor or licenseein each case relating to amounts in excess of $500,000 outstanding; (v) contract Any Contract with any third party under which the Company or commitment any of the Company Subsidiaries is lessee of any personal property owned by any third party for capital expenditures in excess which the annual rental payments paid by the Company or any of the Company Subsidiaries exceeds $50,000 in 350,000 and which is not terminable on ninety (90) days’ or fewer days’ notice by the aggregateCompany or any of the Company Subsidiaries without liability for any material penalty; (vi) material contract Any Contract under which the Company or commitment any of the Company Subsidiaries is lessor of any personal property owned by the Company or any of the Company Subsidiaries for which the purchase annual rental payments paid to the Company or any of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement Company Subsidiaries exceeds $500,000 and which is not terminable upon on ninety (90) days’ or fewer days’ notice by the Company or any of sixty (60) days or lessthe Company Subsidiaries without liability for any material penalty; (vii) contract Any Contract (other than those covered by clauses (i) through (vi) above and other than the Real Property Leases) with any third party involving annual payments to or option by the Company or any of the Company Subsidiaries of more than $500,000 with respect to purchase any such Contract; (viii) Any Contract with respect to a partnership or sell joint venture or sharing of profits; (ix) Any group purchasing organization Contract; (x) Any Contract granting any Person a Lien on all or any part of the material assets of the Company and the Company Subsidiaries, taken as a whole, other than Liens that will be released at or prior to the Closing; (xi) Any Contract relating to the acquisition or disposition of any real property since January 1, 2011; (xii) Any Contract that provides for indemnification of a third-party by the Company or personal property any Company Subsidiary, other than any contract for the purchase or sale of personal property in the ordinary course of business; (viiixiii) contract, agreement or letter Any Contract with respect to any third party containing covenants prohibiting the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive Company or any of its the Company Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete material respect from competing in any line of business or with against any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business such third party (other than as may be required by law through confidentiality provisions or any Governmental Bodyagreements and non-solicitation of employee provisions or agreements);; and (xvxiv) any data processing Any Contract relating to the voting or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) control of the Progressive Disclosure Schedules, on capital stock of the other hand; or (xviii) any contract, other than Company or the foregoing, with payments aggregating $50,000 or more not made in election of directors of the ordinary course of businessCompany. (b) Each Progressive With respect to each of the Contracts set forth on Section 3.11(a) of the Company Disclosure Schedule (each a “Material Contract”), except as set forth on Section 3.11(b) of the Company Disclosure Schedule, (i) the Company has made available to Parent and Merger Sub a correct and complete copy of such Material Contract (including all amendments), (ii) neither the Company, or any of the Company Subsidiaries nor, to the Company’s knowledge, any other party thereto, is in material breach of such Material Contract or default under any such Material Contract, (iii) the Company or the Company Subsidiaries have performed, in all material respects, all material obligations required to by performed by such Persons in connection with the Material Contracts and (iv) each such Material Contract is valid and in full force and effect in all material respects and constitutes a legal, valid and binding on Progressive obligation of the Company or its Subsidiariessuch Company Subsidiary and, as the case may be, and to the knowledge of ProgressiveCompany’s knowledge, the other parties thereto, and is enforceable by Progressive against the Company or its Subsidiaries, as the case may be, Company Subsidiaries in accordance with its terms (terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws relating to affecting creditors’ rights generally generally, and subject, as to enforceability, to general equitable principlesprinciples of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each Since January 1, 2011, none of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract Company or any events that Company Subsidiary has received a notice of termination or nonrenewal with notice, lapse respect to any of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTMaterial Contracts.

Contracts and Commitments. (a) Except as explicitly set forth in Section 3.18(a) of on the Progressive ------------------------- Disclosure Schedules (the “Progressive Contracts”)Schedule, neither Progressive Partner nor any of its Subsidiaries the Partnership is a party to or bound by any of the following (whether written or oral, express or implied):: (ia) employmentcommitment, personal servicescontract, independent contractor, consulting, change-in-control, retention, Indebtedness or severance contracts purchase order involving any obligation or similar arrangementsliability on the part of any - 21 - Partner or the Partnership of more than $10,000 and not cancelable (without liability) within 30 days; (iib) collective bargaining agreementslease of real property (the Disclosure Schedule indicates, memorandums with respect to each lease of understandingreal property listed on the Disclosure Schedule, the term, annual rent, renewal options and number of square feet leased and the identification of any Related Parties who are parties to any such Lease) or any sublease, license, concession or other contracts agreement granting to any Person the right of use or occupancy of any real property to which any such lease relates; (c) lease of personal property involving any annual expense in excess of $10,000, and not cancelable (without liability) within 30 days (the Disclosure Schedule indicates, with any Union (as defined hereinrespect to each lease of personal property listed on the Disclosure Schedule, a general description of the leased items, term, annual rent and renewal options); (iiid) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity governmental or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementregulatory Permit required to conduct the Business as presently conducted and as proposed to be conducted; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (ve) contract or commitment for capital expenditures in excess agreement (including confidentiality or other similar arrangements) with any Person containing covenants limiting the freedom or ability of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive Partnership or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit Partner to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete engage in any line of business or compete with any PersonPerson or any contracts, arrangements or that involve agreements with competitors, Customers or suppliers; (f) employment or consulting contract, including, without limitation, contracts to employ executive officers and other contracts or arrangements with Representatives of any restriction Partner or the Partnership, and contracts or arrangements with independent contractors on the geographic area in whicha full-time, part-time, consulting or method by whichother basis; (g) employee collective bargaining agreement, Progressive employment agreement, consulting, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to compete; (h) pension, profit sharing, stock option, stock appreciation, employee stock purchase, bonus, benefit or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement including, without limitation, all arrangements, policies, plans and programs relating to retirement, disability, insurance, (including any successor thereof) self-insured arrangements), severance pay, supplemental unemployment benefit, vacation, leave of absence, equity participation, stock purchase, stock option, stock appreciation right or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law incentive arrangement, or any Governmental Body)contract with any labor union; (xvi) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive any Partner or the Partnership has advanced or loaned funds or made any Investments of funds or other property or Assets, or agreed to advance or loan funds to any other Person or to do any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contractforegoing, other than the foregoing, with payments aggregating $50,000 or more not made prepayments in the ordinary course of business.business consistent with past practices and listed on the Disclosure Schedule; (bj) Each Progressive Contract is legalcontract or indenture that, valid and binding with the giving of notice or the passage of time, could result in an Encumbrance on Progressive or its Subsidiaries, as the case may be, and any Asset (other than any Encumbrance which will be extinguished prior to the knowledge of ProgressiveClosing Date); (k) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right); (l) independent or service representative or distributorship agreement; and (m) contract or commitment not otherwise described above or listed in the other parties theretoDisclosure Schedule (including without limitation purchase orders, franchise agreements and is enforceable by Progressive undertakings or its Subsidiaries, as the case may be, in accordance with its terms (subject commitments to any governmental or regulatory authority) relating to the effect Business or otherwise affecting the Business and not in the ordinary course of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally business and general equitable principles)consistent with past practices. Each of Progressive and its Subsidiaries The Partnership has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract Contract, and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder it is not (and, to the best knowledge of Progressivethe Kwik Wash Entities, there are no allegations other Person is) in breach or assertions violation of, or default under any of such by any party under such Progressive Contract the Contracts or any events that other instruments, obligations, evidences of Indebtedness or commitments described in (a)-(m) above, which breach, violation or default could result in an Adverse Effect. No event has occurred which, with notice, lapse the giving of notice or the passage of time or both, would result in a default, breach or event of noncompliance under any obligation of the happening Partnership, the Partners or occurrence the Sellers pursuant to any Contract, which breach, violation or default could result in an Adverse Effect. Except as explicitly set forth in the Disclosure Schedule, the consummation of the transactions contemplated by the Transaction Documents will not (a) require the consent, approval or authorization of any Consenting Party or (b) have a material adverse effect on any Contract or result in the termination, default under, breach or violation of, or imposition of any Encumbrance on, any Contract. Neither the Partnership nor any Partner has a present expectation or intention of not fully performing any obligation pursuant to any Contract, and no Kwik Wash Entity has knowledge or notice of any breach or anticipated breach by any other event would Person to any Contract. Each Contract described on the Disclosure Schedule is valid, binding, enforceable and in full force and effect in all material respects in accordance with its terms and will continue to be reasonably likely to constitute a default thereunder. A true valid, binding, enforceable and complete copy of each Progressive Contract has been delivered or made available to BFSTin full force and effect in all material respects on identical terms after the Closing.

Contracts and Commitments. (a) a. Except as set forth in Section 3.18(a4.18(a) of the Progressive Expert Disclosure Schedules (the “Progressive Contracts”)Letter, neither Progressive Expert nor any of its the Expert Subsidiaries has, or is a party to or is bound by any of the following (whether written or oral, express or implied):by: (i) employmentany consulting or sales agreement, personal services, independent contractor, consulting, change-in-control, retention, contract or severance contracts commitment under which any firm or similar arrangementsother organization provides services to Expert or any of the Expert Subsidiaries; (ii) collective bargaining agreements, memorandums of understanding, any fidelity or other contracts with any Union (as defined herein)surety bond or completion bond; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity any agreement of indemnification or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementguaranty; (iv) material lease any agreement, contract, commitment, transaction or license with respect series of transactions for any purpose other than in the ordinary course of Expert's or any of the Expert Subsidiaries' business relating to any property, real capital expenditures or personal, whether as landlord, tenant, licensor commitments or licenseelong-term obligations in excess of $50,000; (v) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Expert's or any of the Expert Subsidiaries' business. (vi) any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (iii) hereof: (vii) any purchase order or contract for capital expenditures the purchase of inventory or other materials involving $50,000 or more; (viii) any distribution, joint marketing or development agreement; (ix) any assignment, license or other agreement with respect to any form of intangible property; or (x) any other agreement, contract or commitment that involves $50,000 or more or is not cancelable without penalty in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of within thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or collectively, any of its Subsidiaries may become obligated to invest in (i) through (x) above shall be known as "Contracts"). b. Except as would not individually or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legalaggregate have an Expert Material Adverse Effect, all such Contracts are valid and binding on Progressive Expert and are in full force and effect and enforceable against Expert in accordance with their respective terms. Except as disclosed in Section 4.18(b) of the Expert Disclosure Letter, no approval or its Subsidiariesconsent of, as or notice to any Person the case may be, failure of which to obtain would have an Expert Material Adverse Effect is needed in order that such Contracts shall continue in full force and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, effect in accordance with its terms (subject without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement. Except to the effect extent any of bankruptcythe following would not individually or in the aggregate have an Expert Material Adverse Effect, insolvencyExpert is not in violation of, reorganizationbreach of or default under any such Contract nor, moratorium to Expert's knowledge, is any other party to any such Contract. Except as set forth in Section 4.18 of the Expert Disclosure Letter, Expert is not in violation or other similar laws breach of or default under any such Contract (including leases of real property) relating to creditors’ rights generally and general equitable principles). Each non-competition, indebtedness, guarantees of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence indebtedness of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered person, employment, or made available to BFSTcollective bargaining.

Contracts and Commitments. As of the date hereof, Section 3.16 of the Disclosure Schedule contains a complete and accurate list of all contracts (awritten or oral), plans, undertakings, commitments or agreements or pending negotiations (including, without limitation, intercompany contracts) Except as set forth in Section 3.18(a("Union Drilling Contracts") of the Progressive Disclosure Schedules (the “Progressive Contracts”), neither Progressive nor following categories to which Union Drilling or any of its Subsidiaries is a party to or bound by which any of them is bound as of the following (whether written or oral, express or implied):date of this Agreement: (ia) employment contracts, including, without limitation, contracts to employ executive officers and other contracts with officers, directors or stockholders of Union Drilling, and all severance, change in control or similar arrangements with any officers, employees or agents of Union Drilling that will result in any obligation (absolute or contingent) of Union Drilling or any of its Subsidiaries to make any payment to any officers, employees or agents of Union Drilling or any of its Subsidiaries following the consummation of the Contemplated Transactions or termination or change of terms and conditions of employment, personal services, independent contractor, consulting, change-in-control, retention, or severance contracts or similar arrangementsincluding a change in control of the Union Drilling; (iib) collective bargaining agreementsUnion Drilling Contracts for the purchase of inventory, memorandums of understandingsupplies or services which are not cancellable (without material penalty, cost or other contracts with any liability) within one year and, other than Union (as defined herein); (iii) bonusDrilling Contracts described elsewhere in this Section 3.16, stock option, restricted stock, stock appreciation, phantom stock, equity other Union Drilling Contracts involving annual expenditures or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (v) contract or commitment for capital expenditures liabilities in excess of $50,000 in the aggregate100,000 which are not cancelable (without material penalty, cost or other liability) within 90 days; (vic) material contract promissory notes, loans, agreements, indentures, evidences of indebtedness or commitment other instruments providing for the purchase lending of materials money, whether as borrower, lender or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or lessguarantor; (viid) contract Union Drilling Contracts containing covenants limiting the freedom of Union Drilling or option any of its Subsidiaries to purchase engage in any line of business or sell compete with any Person or operate at any location; (e) any Union Drilling Contract pending for the acquisition or disposition, directly or indirectly (by merger or otherwise), of material Assets (other than inventory) or capital stock of any Person, other than the ▇▇▇▇▇▇▇▇ Purchase Agreement and the SPA Drilling Purchase Agreement; (f) other than Union Drilling Contracts described elsewhere in this Section 3.16 or Union Drilling Contracts which may be omitted pursuant to the specific size limitations set forth in other provisions of this Section 3.16, Union Drilling Contracts between Union Drilling and any of its wholly owned Subsidiaries, on one hand, and any affiliate of Union Drilling which is not wholly owned, directly or indirectly, by Union Drilling, on the other hand; (g) any lease (whether of real or personal property other than any contract property) providing for the purchase annual rentals of $15,000 or sale of personal property in the ordinary course of businessmore; (viiih) contractany sales, distribution or other similar agreement or letter with respect to providing for the management or operations of Progressive or Progressive Bank imposed sale by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive Union Drilling or any of its Subsidiaries of money materials, supplies, goods, services (including drilling services), equipment or other than those entered into in the ordinary course of business;assets; and (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xivi) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Personpartnership, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of business. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium joint venture or other similar laws relating to creditors’ rights generally agreement or arrangement. True and general equitable principles). Each complete copies of Progressive and its Subsidiaries has performed the written Union Drilling Contracts identified in Section 3.16 of the Disclosure Schedule or true summaries of all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiaryterms, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has have been delivered or made available to BFSTthe Investors.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)Schedule 2.13, neither Progressive nor any of its Subsidiaries State Bank is not a party to or bound by any of the following (whether written or oral, express or implied): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, employment contract or severance contracts arrangement (including without limitation any collective bargaining contract or similar arrangementsunion agreement or agreement with an independent consultant) which is not terminable by State Bank on less than sixty (60) days' notice without payment of any amount on account of such termination; (ii) collective bargaining agreementsbonus, memorandums of understanding, stock option or other contracts with employee benefit arrangement, other than any Union (as defined hereindeferred compensation arrangement disclosed in Schedule 2.20 or any profit-sharing, pension or retirement plan or welfare plan disclosed in Schedule 2.19(a); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangement; (iv) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (viv) contract or commitment for capital expenditures in excess of $50,000 in the aggregateexpenditures; (viv) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty one hundred twenty (60120) days after days' from the date of this Agreement and not terminable upon notice of sixty (60) days or lessAgreement; (viivi) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viiivii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive State Bank imposed by any Governmental Body bank regulatory authority having supervisory jurisdiction over Progressive or Progressive State Bank; (ixviii) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries State Bank of money other than those entered into in the ordinary course of business; (xix) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xix) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries State Bank or holder of more than ten percent (10%) or more of the issued and outstanding Progressive State Bank Common Stock, or any Affiliate affiliate of such Person; person, which is not on substantially the same terms (xiiincluding, without limitation, in the case of lending transactions, interest rates and collateral) agreement as, and following credit underwriting practices that are not less stringent than, those prevailing at the time for comparable transactions with any executive officer unrelated parties or director which involve more than the normal risk of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing collectibility or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handunfavorable features; or (xviiixi) any contractcontracts, other than the foregoing, with annual payments aggregating $50,000 10,000 or more not made in the ordinary course of businessbusiness and not otherwise disclosed in this Agreement, in any schedule attached hereto or in any document delivered or referred to or described in writing by State Bank to Bancshares. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries State Bank has performed in all material respects performed all material obligations required to be performed by it to date under each Progressive Contract and there are is not in default under, and no existing material defaults by Progressive or its Subsidiaryevent has occurred which, as with the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening action by a third party could result in default under, any material indenture, mortgage, contract, lease or occurrence other agreement to which State Bank is a party or by which State Bank bound or under any provision of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy its Articles of each Progressive Contract has been delivered Association or made available to BFSTBylaws.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) 4.20 of the Progressive Company Disclosure Schedules Schedule lists the following Contracts (other than any Employee Benefit Plan or Leases) to which the “Progressive Contracts”), neither Progressive nor Company or any of its Subsidiaries is a party to or bound by any party, in each case, as of the following date of this Agreement (whether written or oralcollectively, express or impliedthe “Material Contracts”): (i) employment, personal services, independent contractor, consulting, change-in-control, retention, any Contract involving payments by the Company or severance contracts any of its Subsidiaries of more than $500,000 in the last twelve months prior to the date of this Agreement (other than Contracts that are terminable by the Company or similar arrangementsthe applicable Subsidiary without penalty or with de minimis penalty and on ninety (90) days’ notice or less); (ii) collective bargaining agreements, memorandums any Contract involving payments to the Company or any of understanding, or other contracts with any Union (as defined herein)its Subsidiaries of more than $500,000 in the last twelve months prior to the date of this Agreement; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit any collective bargaining agreement or arrangementsimilar labor-related Contract with any labor union relating to employees of the Company or any of its Subsidiaries; (iv) material lease or license with respect Contracts relating to any propertyacquisition or disposition of any Person, real equity interests in any Person or personal, whether as landlord, tenant, licensor any assets (other than purchases and sales of Retail Installment Sale Contracts or licensee; (v) contract or commitment for capital expenditures sales of obsolete assets in excess of $50,000 each case in the aggregate; (viOrdinary Course of Business) made by the Company or its Subsidiaries, with material contract obligations remaining to be performed or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days material liabilities continuing after the date of this Agreement (including any outstanding payment obligations, indemnity claims or restrictive covenant obligations) or that were entered into during the two (2) years prior to the date of this Agreement, other than this Agreement and not terminable upon notice of sixty (60) days or lessRelated Documents; (viiv) contract any Contract (A) relating to indebtedness for borrowed money or option any swap or hedging transaction or other derivative agreement, including (x) any warehouse lines of credit or other Contracts under which the Company or any Subsidiary has borrowed any money or issued any note, indenture or other evidence of indebtedness (or guaranteed the indebtedness of others), or (y) any Contract that contains a material restriction on the ability of the Company or any Subsidiary to purchase incur indebtedness for borrowed money, (B) that restricts the payment of dividends or sell any real distributions or personal property (C) that grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any contract for material properties of the purchase Company or sale of personal property in the ordinary course of businessits Subsidiaries; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xivvi) any agreement containing covenants Contract that limit (A) restricts or purports to restrict in any material respect the ability of Progressive the Company or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive during any period of time or (B) provides the counterparty with “most favored nation” (including with respect to pricing), exclusivity, “take or pay” requirements, minimum purchase requirements, right of first offer or refusal or similar rights; (vii) any successor thereof) Contract pursuant to which the Company or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may could be required by law to repurchase Retail Installment Sale Contracts sold to third parties or any Governmental Body)provide indemnification in connection with such sales; (xvviii) any data processing Contract or other electronic banking services agreement commitment for capital expenditures in excess of $500,000 in each of the current or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or lessfuture fiscal years; (xviix) any Contract providing for servicing of (or acting as custodian for) Retail Installment Sales Contracts (or the receivables thereunder) that are sold to a Specified Entity; (x) any joint venture, strategic alliance, partnership or similar agreements or arrangements; (xi) any Contracts relating to a settlement or similar agreement pursuant to (A) with any Governmental Authority or (B) with any Person (x) which Progressive would require the Company or any of its Subsidiaries may become obligated to invest in pay more than $100,000 after the date of this Agreement or contribute capital to (y) which imposes material continuing obligations on the Company or any Person;of its Subsidiaries; and (xviixii) any agreement between Progressive Bankmaterial Contract relating to the license, on whether to or from the one handCompany or any of its Subsidiaries, and a Person listed on Section 3.1(f) or use or exploitation of the Progressive Disclosure SchedulesIntellectual Property, on the other hand; or (xviii) any contractIT Assets or data, other than the foregoing, with payments aggregating $50,000 or more not made (i) non-exclusive licenses (1) entered into in the ordinary course Ordinary Course of businessBusiness or (2) to “off-the-shelf” or otherwise commercially available software with annual fees of less than $100,000, and (ii) Contracts for the acquisition, disposition or lease of IT Assets (other than Intellectual Property) with annual fees of less than $100,000. (b) Each Progressive Except for any Material Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date and except for matters which, individually or in the aggregate, are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each Material Contract is legalvalid, valid binding and binding on Progressive enforceable in accordance with its respective terms, except to the extent limited by the Equitable Exceptions or any Pandemic Measure, against the Company or its Subsidiaries, as the case may beapplicable, and to the knowledge Company’s Knowledge, each other party thereto; and (ii) neither the Company nor any of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive and its Subsidiaries has performed is (with or without notice or lapse of time, or both) in all material respects all obligations required to be performed by it to date breach or default under each Progressive any such Material Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge Company’s Knowledge, no other party to any such Material Contract is (with or without notice or lapse of Progressivetime, there are or both) in breach or default thereunder and no allegations event has occurred that (with or assertions of such by any party under such Progressive Contract without notice or any events that with notice, lapse of time or both) would constitute such a breach, default or violation, except, in the happening case of clause (i), with respect to any Material Contract that expires by its terms (as in effect as of the date of this Agreement) or occurrence which is terminated in accordance with the terms thereof by the Company in the Ordinary Course of Business. None of the Company or any other event would be reasonably likely to constitute of its Subsidiaries has received any written notice or written claim of a material breach or material default thereunderunder any Material Contract. A true True and complete copy copies of each Progressive Contract has all Material Contracts have been delivered or made available provided to BFSTParent prior to the date of this Agreement.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a4.18(a) of the Progressive Expert Disclosure Schedules (the “Progressive Contracts”)Letter, neither Progressive Expert nor any of its the Expert Subsidiaries has, or is a party to or is bound by any of the following (whether written or oral, express or implied):by: (i) employmentany consulting or sales agreement, personal services, independent contractor, consulting, change-in-control, retention, contract or severance contracts commitment under which any firm or similar arrangementsother organization provides services to Expert or any of the Expert Subsidiaries; (ii) collective bargaining agreements, memorandums of understanding, any fidelity or other contracts with any Union (as defined herein)surety bond or completion bond; (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity any agreement of indemnification or equity-based compensation, deferred compensation arrangement, profit-sharing plan, pension plan, retirement plan, welfare plan or other employee benefit agreement or arrangementguaranty; (iv) material lease any agreement, contract, commitment, transaction or license with respect series of transactions for any purpose other than in the ordinary course of Expert's or any of the Expert Subsidiaries' business relating to any property, real capital expenditures or personal, whether as landlord, tenant, licensor commitments or licenseelong-term obligations in excess of $50,000; (v) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Expert's or any of the Expert Subsidiaries' business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (iii) hereof; (vii) any purchase order or contract for capital expenditures the purchase of inventory or other materials involving $50,000 or more; (viii) any distribution, joint marketing or development agreement; (ix) any assignment, license or other agreement with respect to any form of intangible property; or (x) any other agreement, contract or commitment that involves $50,000 or more or is not cancelable without penalty in excess of $50,000 in the aggregate; (vi) material contract or commitment for the purchase of materials or supplies or for the performance of services over a period of more than sixty (60) days after the date of this Agreement and not terminable upon notice of sixty (60) days or less; (vii) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viii) contract, agreement or letter with respect to the management or operations of Progressive or Progressive Bank imposed by any Governmental Body having supervisory jurisdiction over Progressive or Progressive Bank; (ix) note, debenture, agreement, contract or indenture related to the borrowing by Progressive or any of its Subsidiaries of money other than those entered into in the ordinary course of business; (x) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xi) agreement with or extension of credit to any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock, or any Affiliate of such Person; (xii) agreement with any executive officer or director of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of within thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or collectively, any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xviii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(fthrough (x) of the Progressive Disclosure Schedules, on the other hand; or (xviii) any contract, other than the foregoing, with payments aggregating $50,000 or more not made in the ordinary course of businessabove shall be known as "Contracts"). (ba) Each Progressive Contract is legalExcept as would not individually or in the aggregate have an Expert Material Adverse Effect, all such Contracts are valid and binding on Progressive Expert and are in full force and effect and enforceable against Expert in accordance with their respective terms. Except as disclosed in Section 4.18(b) of the Expert Disclosure Letter, no approval or its Subsidiariesconsent of, as or notice to any Person the case may be, failure of which to obtain would have an Expert Material Adverse Effect is needed in order that such Contracts shall continue in full force and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, effect in accordance with its terms (subject without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement. Except to the effect extent any of bankruptcythe following would not individually or in the aggregate have an Expert Material Adverse Effect, insolvencyExpert is not in violation of, reorganizationbreach of or default under any such Contract nor, moratorium to Expert's knowledge, is any other party to any such Contract. Except as set forth in Section 4.18 of the Expert Disclosure Letter, Expert is not in violation or other similar laws breach of or default under any such Contract (including leases of real property) relating to creditors’ rights generally and general equitable principles). Each non-competition, indebtedness, guarantees of Progressive and its Subsidiaries has performed in all material respects all obligations required to be performed by it to date under each Progressive Contract and there are no existing material defaults by Progressive or its Subsidiary, as the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or the happening or occurrence indebtedness of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered person, employment, or made available to BFSTcollective bargaining.

Contracts and Commitments. (a) Except as set forth in Section 3.18(a) of the Progressive Disclosure Schedules (the “Progressive Contracts”)Schedule 3.13, neither Progressive GNB nor any of its Subsidiaries Subsidiary is a party to or bound by any of the following (whether written or oral, express or implied): (i) employmentemployment contract, personal services, independent contractor, consultingseverance arrangement, change-in-control, retention, control agreement or severance contracts parachute (including without limitation any collective bargaining contract or similar arrangementsunion agreement or agreement with an independent consultant) which is not terminable by GNB or ▇▇▇ ▇▇▇▇ on less than sixty (60) days’ notice without payment of any amount on account of such termination; (ii) collective bargaining agreements, memorandums of understanding, or other contracts with any Union (as defined herein); (iii) bonus, stock option, restricted stock, stock appreciation, phantom stock, equity or equity-based compensation, deferred compensation arrangement, or profit-sharing plansharing, pension plan, or retirement plan, welfare plan or other employee benefit agreement or arrangement; (iviii) material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee; (viv) contract or commitment for capital expenditures in excess of $50,000 in the aggregateexpenditures; (viv) material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than sixty one hundred twenty (60120) days after from the date of this Agreement and not terminable upon notice of sixty (60) days or lessAgreement; (viivi) contract or option to purchase or sell any real or personal property other than any contract for the purchase or sale of personal property in the ordinary course of business; (viiivii) contract, agreement or letter with respect to the management or operations of Progressive GNB or Progressive Bank any Subsidiary imposed by any Governmental Body bank regulatory authority having supervisory jurisdiction over Progressive GNB or Progressive Bankany Subsidiary; (ixviii) note, debenture, agreement, contract or indenture related to the borrowing by Progressive GNB or any of its Subsidiaries Subsidiary of money other than those entered into in the ordinary course of business; (xix) guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made in the ordinary course of business; (xix) agreement with or extension of credit to any executive officer or director of Progressive GNB or any of its Subsidiaries Subsidiary or holder of more than ten percent (10%) or more of the issued and outstanding Progressive GNB Stock, or any Affiliate affiliate of such Person; person, which is not on substantially the same terms (xiiincluding, without limitation, in the case of lending transactions, interest rates and collateral) agreement as, and following credit underwriting practices that are not less stringent than, those prevailing at the time for comparable transactions with any executive officer unrelated parties or director which involve more than the normal risk of Progressive or any of its Subsidiaries or holder of ten percent (10%) or more of the issued and outstanding Progressive Stock or any Affiliate of such Person, relating to bank owned life insurance (“BOLI”); (xiii) lease of real property; (xiv) any agreement containing covenants that limit the ability of Progressive or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction on the geographic area in which, or method by which, Progressive (including any successor thereof) or any of its Subsidiaries (including any successor thereof) may carry on its business (other than as may be required by law or any Governmental Body); (xv) any data processing collectibility or other electronic banking services agreement or contract which may not be terminated without payment or penalty upon notice of thirty (30) days or less; (xvi) any agreement pursuant to which Progressive or any of its Subsidiaries may become obligated to invest in or contribute capital to any Person; (xvii) any agreement between Progressive Bank, on the one hand, and a Person listed on Section 3.1(f) of the Progressive Disclosure Schedules, on the other handunfavorable features; or (xviiixi) any contractcontracts, other than the foregoing, with annual payments aggregating $50,000 10,000 or more not made in the ordinary course of businessbusiness and not otherwise disclosed in this Agreement, in any schedule attached hereto or in any document delivered or referred to or described in writing by GNB to Texas United. (b) Each Progressive Contract is legal, valid and binding on Progressive or its Subsidiaries, as the case may be, and to the knowledge of Progressive, the other parties thereto, and is enforceable by Progressive or its Subsidiaries, as the case may be, in accordance with its terms (subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles). Each of Progressive GNB and its Subsidiaries has performed have in all material respects performed all material obligations required to be performed by it them to date under each Progressive Contract and there are not in default under, and no existing material defaults by Progressive or its Subsidiaryevent has occurred which, as with the case may be, or, to the knowledge of Progressive, the other party thereunder and, to the knowledge of Progressive, there are no allegations or assertions of such by any party under such Progressive Contract or any events that with notice, lapse of time or action by a third party or both, could reasonably be expected to result in default under any material indenture, mortgage, contract, lease or other agreement to which GNB or any of its Subsidiaries is a party or by which GNB or any of its Subsidiaries is bound or under any provision of the happening or occurrence of any other event would be reasonably likely to constitute a default thereunder. A true and complete copy of each Progressive Contract has been delivered or made available to BFSTGNB Constituent Documents.