Common use of Effective Time; Closing Clause in Contracts

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer and Seller the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by under applicable LawsLaw. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary Department of State of the State of TennesseeFlorida, as provided in the TBCAFBCA, on the Closing Date, and with the Secretary Maryland State Department of State of the State of AlabamaAssessments and Taxation, as provided in the ABCL, on or prior to the Closing DateMGCL. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which shall be no fewer than 5, and no later than 30 days three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereofhereof or such later date as the Parties may agree. (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the headquarters offices of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇CenterState, or such other place, date, and time place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered to Buyer by CenterState and Seller Sunshine the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by under applicable LawsLaw. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary Department of State of the State of TennesseeFlorida, as provided in the TBCAFBCA, on the Closing Date, and with the Secretary Maryland State Department of State of the State of AlabamaAssessments and Taxation, as provided in the ABCL, on or prior to the Closing DateMGCL. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which shall be no fewer than 5, and no later than 30 days five (5) Business Days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereofhereof or such later date as the Parties may agree; provided that, notwithstanding the foregoing, the Parties agree, if requested by CenterState, that the Effective Time shall occur on the first day of the month that begins after such fifth (5th) Business Day. (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the headquarters offices of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇CenterState, or such other place, date, and time place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered to Buyer by CenterState and Seller Charter the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this AgreementAs promptly as practicable, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth but in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no event later than 30 days three (3) Business Days, after all the satisfaction or, if permissible, waiver of the conditions to the Closing set forth in Article VI IX (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which it being understood that the occurrence of the Closing shall be satisfied or waived remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing): (i) have been satisfied or waived the Company, Plus Holdings and Prime Merger Sub shall cause the F-Reorg Merger to be consummated by executing a plan of merger (the “F-Reorg Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Company and Prime Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the F-Reorg Merger pursuant to the extent permitted by applicable Law) Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “F-Reorg Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the terms hereofapplicable provisions of the Cayman Companies Act to make the F-Reorg Merger effective hereinafter (the date and time agreed by each of the parties hereto and specified in the F-Reorg Merger Documents, being the “F-Reorg Time”); (ii) no more than fifteen (15) Business Days following the F-Reorg Merger, PubCo, First Merger Sub and Plus Holdings shall cause the First Merger to be consummated by executing a plan of merger (the “First Merger Plan of Merger”), in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Companies Act and mutually agreed by the parties, and filing the Plan of Merger and all such other documents (including, without limitation, a director’s declaration by a director of each of Plus Holdings and First Merger Sub made in accordance with Section 233(9) of the Cayman Companies Act) required to effect the First Merger pursuant to the Cayman Companies Act with the Cayman Registrar as provided in Section 233 of the Cayman Companies Act (the “First Merger Documents”), and make such other filings or records and take such other actions as may be required in accordance with the applicable provisions of the Cayman Companies Act to make the First Merger effective hereinafter; and, (iii) simultaneously with the First Merger, PubCo, Second Merger Sub and HCIC shall cause the Second Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”, and, with the First Merger Documents, the “Merger Documents”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with the relevant provisions of the DGCL and mutually agreed by the parties (the date and time agreed by each of the parties hereto and specified in the Merger Documents, being the “Effective Time”). (b) The consummation of the transactions, with the exception of the F-Reorg Merger, contemplated by this Agreement (the “Closing”) shall be held at the headquarters offices of Buyer at Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or by electronic exchange of deliverables and release of signatures, for the purpose of confirming the satisfaction or such other placewaiver, date, and time as the Parties case may mutually agreebe, of the conditions set forth in Article IX. At The date on which the Closing, there Closing shall be delivered occur is referred to Buyer and Seller herein as the Articles of Merger and such other certificates and other documents required to be delivered under Article VI“Closing Date.”

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, Mississippi and with the Secretary of State of the State of AlabamaGeorgia, as provided in the ABCLMBCA and GBCC, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMississippi and the Secretary of State of the State of Georgia, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA MBCA and the ABCL GBCC (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer FBMS and reasonably acceptable to Seller SWGB (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all on the first Business Day of the month that begins immediately following the satisfaction or waiver of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at A▇▇▇▇▇ & Bird LLP, One Atlantic Center, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, date, date and time as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer FBMS and Seller SWGB the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of TennesseeFlorida, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCLFBCA, on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which shall be no fewer than 5, and no later than 30 days three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the headquarters later of Buyer immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, date, and time place as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer CenterState and Seller HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this AgreementAs promptly as practicable, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and but no later than 30 days two business days, after all the satisfaction or, to the extent permitted by Law, waiver by the party or parties entitled to the benefits thereof of the conditions to the Closing set forth in Article VI VII (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at but subject to the Closing) have been satisfied or waived (satisfaction or, to the extent permitted by applicable Law, waiver of those conditions), the parties hereto shall cause the Mergers to be consummated. A closing (the “Closing”) in accordance with to effect the terms hereof, consummation of the Mergers shall be held at the headquarters offices of Buyer at Shearman & Sterling LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time place as the Parties parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may mutually agreebe, of the conditions set forth in Article VII. At The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. Subject to the provisions of this Agreement, concurrently with or as soon as practicable following the Closing, there (a) Zillow shall duly execute and file articles of merger (the “Zillow Merger Filing”) with the Washington Secretary of State and make all other filings or recordings required by the WBCA in connection with the Zillow Merger; and (b) Trulia shall duly execute and file a certificate of merger (the “Trulia Merger Filing”) with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Trulia Merger. The Zillow Merger shall become effective on the date and at such time as set forth in the Zillow Merger Filing (the “Initial Effective Time”), which shall be delivered no later than 1:00 p.m., Eastern Time on the Closing Date, or at any other time indicated therein and mutually agreed to Buyer by Zillow and Seller Trulia. The Trulia Merger shall become effective on the Articles of date and at such time (the “Effective Time”) as set forth in the Trulia Merger Filing, which shall be one minute later than the Initial Effective Time, or at any other later time indicated therein and such other certificates mutually agreed to by Trulia and other documents required to be delivered under Article VIZillow.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, as soon as practicable on or after the Parties will make all such filings Closing Date (as may hereinafter defined), the parties hereto shall cause (i) the Redomestication Merger to be required to consummate the Merger and the Bank Merger consummated by applicable Laws. The Merger shall become effective as set forth in the articles filing a certificate of merger (the “Articles Delaware Certificate of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger Delaware in accordance with the relevant applicable provisions of the TBCA DGCL and such documents as required by the Companies Act to consummate the Redomestication Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Certificate of Merger”) and (ii) the Transaction Merger to be consummated by the filing of such documents as required by the Companies Act to consummate the Transaction Merger and obtaining a certificate of merger issued by the Registrar of Companies of Bermuda (the “Bermuda Merger Sub Certificate of Merger” and together with the Delaware Certificate of Merger and the ABCL (such date and time is Bermuda Certificate of Merger hereinafter referred to as the “Certificates of Merger”) (the time of such filing, or such later time as may be agreed in writing by the Company and Quartet and specified in the Certificates of Merger being the “Effective Time”). (b) The closing . Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the Merger transactions contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at ▇▇▇▇ G▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇M▇▇▇▇▇, counsel to Quartet, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at a time and date to be specified by the parties, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other placetime, date, date and time location as the Parties parties hereto agree in writing (the “Closing Date”). Closing signatures may mutually agree. At the Closing, there shall be delivered to Buyer and Seller the Articles of Merger and such other certificates and other documents required to be delivered under Article VItransmitted by facsimile or by emailed PDF file.

Effective Time; Closing. (a) Subject to Upon the terms and conditions of this Agreementset forth herein, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Merger Closing”) shall will take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken a) at the Closingoffices of O’Melveny & ▇▇▇▇▇ LLP, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇as soon as practicable following the Acceptance Time or (b) at such other time, date or place as is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the date and time of such filing, or such other placelater time as shall be agreed by Parent and the Company and specified in such filing, datebeing the “Effective Time”). Notwithstanding anything to the contrary set forth in this Agreement, if (i) there exists an uncured Financing Failure on any scheduled Closing Date, (ii) such Financing Failure impedes the ability of Parent or Purchaser to obtain the Financing and pay for Company Shares in the Merger, and time as (iii) each of the Parties may mutually agree. At the Closingconditions set forth in Article 8 shall otherwise have been satisfied or waived, there then Purchaser shall be delivered permitted to Buyer delay the Closing Date and Seller the Articles Effective Time for a period of Merger and up to forty-five (45) business days to permit such other certificates and other documents required Financing Failure to be delivered under Article VIcured; provided, however, that notwithstanding any other provision of this Agreement, in the event Purchaser elects to delay the Closing Date pursuant to and in accordance with this Section 3.2, then each of Parent and Purchaser shall be deemed to have irrevocably waived all of the conditions set forth in Section 8.1.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State consummation of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger transactions contemplated by this Agreement (the “Closing”"CLOSING") shall take place at the offices of Cooley Godward LLP, located at 3175 Hanover Street, Palo Alto, Califo▇▇▇▇, on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing third business day ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇onditions set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which but subject to the satisfaction or waiver of such conditions), or at such time and date as may be agreed to by the parties (the "CLOSING DATE"). Subject to the provisions of this Agreement, a Certificate of Merger for Merger I, satisfying the applicable requirements of Delaware Law (the "CERTIFICATE OF MERGER"), shall be satisfied duly executed by the Company and concurrently with or waived at as soon as practicable following the Closing) have been satisfied or waived (to Closing filed with the extent permitted by applicable Law) Secretary of State of the State of Delaware in accordance with the terms hereof, at relevant provisions of Delaware Law (the headquarters time of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, such filing with the Secretary of State of the State of Delaware (or such other place, date, and later time as may be agreed in writing by the Parties may mutually agreeparties and specified in the Certificate of Merger) being the "EFFECTIVE TIME OF MERGER I"). At Subject to the Closingprovisions of this Agreement, there a Certificate of Merger for Merger II, satisfying the applicable requirements of Delaware Law and the LLC Act (the "SECOND CERTIFICATE OF MERGER"), shall be delivered to Buyer duly executed by Merger Sub II and Seller concurrently with or as soon as practicable following the Articles Effective Time of Merger I filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law and the LLC Act (the time of such other certificates filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the parties and other documents required to be delivered under Article VIspecified in the Second Certificate of Merger) being the "EFFECTIVE TIME OF MERGER II").

Effective Time; Closing. (a) Subject to As promptly as practicable, but in no event later than three (3) Business Days, after the terms and satisfaction or, if permissible, waiver of the conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI ARTICLE VIII (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which it being understood that the occurrence of the Closing shall be satisfied or waived remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties hereto shall cause (i) have been satisfied the Parent Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the “Parent Certificate of Merger”), in each case, in form as mutually agreed by the parties (the date and time of the filing of such Parent Certificate of Merger (or waived such later time as may be agreed by each of the parties hereto and specified in such Parent Certificate of Merger) being the “Parent Merger Effective Time”), and (ii) immediately following the consummation of the Parent Merger but on the same day, the Company Merger to be consummated by filing a plan of merger and such other document(s) required by the extent permitted Cayman Act (the “Company Certificate of Merger,” the Company Certificate of Merger together with the Parent Certificates of Merger are herein referred to as the “Certificates of Merger”) with the Cayman Registrar, in such form as is required by, and executed in accordance with, the relevant provisions of the Cayman Act, and mutually agreed by applicable Lawthe parties (the date and time of the filing of such Company Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Company Certificate of Merger) being the “Company Merger Effective Time”). (b) Immediately prior to such filing of the Certificates of Merger in accordance with Section 2.02(a), the terms hereofclosing (the “Closing”) shall be held by electronic exchange of deliverables and release of signatures, at for the headquarters purpose of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇confirming the satisfaction or waiver, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time as the Parties case may mutually agreebe, of the conditions set forth in ARTICLE VIII. At The date on which the Closing, there Closing shall be delivered occur is referred to Buyer and Seller herein as the Articles of Merger and such other certificates and other documents required to be delivered under Article VI“Closing Date.”

Effective Time; Closing. (a) Subject to the terms and conditions provisions of this Agreement, the Parties will make all such filings as may be required to consummate parties hereto shall cause the Merger and the Bank to be consummated by filing Articles of Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “"Articles of Merger”") related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State the Commonwealth of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger Massachusetts in accordance with the relevant provisions of the TBCA MBCL and Chapter 164 (the time of such filing, or such later time as may be agreed in writing by the parties and specified in the Articles of Merger, being the "Effective Time," and the ABCL date on which the Effective Time occurs being the "Effective Date") as soon as practicable on the Closing Date (such date as herein defined). Unless the context otherwise requires, the term "Agreement" as used herein refers collectively to this Agreement and time is hereinafter referred to as the “Effective Time”). (b) Articles of Merger. The closing of the Merger contemplated by this Agreement (the “"Closing”") shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closingoffices of ▇▇▇▇▇▇ & Dodge LLP, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article 6 (other than delivery of items to be delivered at Closing), or at such other placetime, date, date and time location as the Parties may mutually agreeparties hereto agree in writing (the "Closing Date"). At the Closing, there (a) the Seller shall be delivered deliver to the Buyer the various certificates and instruments required under Article 6, (b) the Buyer and Merger Sub shall deliver to the Seller the various certificates and instruments required under Article 6, and (c) the Seller and Merger Sub shall execute and file with the Secretary of the Commonwealth of Massachusetts the Articles of Merger and such other certificates and other documents required to be delivered under Article VIMerger.

Effective Time; Closing. (a) Subject to Upon the terms and conditions of this Agreementset forth herein, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Merger Closing”) shall will take place on a date determined by Buyer via the electronic exchange of documents and reasonably acceptable to Seller signature pages (a) at 9:00 a.m. Pacific time at the “Closing Date”)offices of G▇▇▇▇▇, which shall be no fewer than 5D▇▇▇ & C▇▇▇▇▇▇▇ LLP, and no later than 30 days after all 2▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 2100, Dallas, Texas, or through the electronic exchange of the applicable documents, using PDFs or electronics signatures, on the date on which the Acceptance Time occurs, except that if the conditions to the Closing set forth in Article VI Section 8.01 are not satisfied or waived by such date (other than those conditions that by their nature are to be satisfied by action taken satisfied at the ClosingClosing Date, which shall be satisfied but subject to the satisfaction or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) waiver of those conditions at the Merger Closing), then the Merger Closing will occur no later than the first business day on which the conditions set forth in accordance Section 8.01 are satisfied or waived, or (b) at such other time, date or place as is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Closing Date.” Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the terms hereof, at Merger Closing shall be filed with the headquarters Office of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the date and time of such filing, or such other place, date, and later time as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer agreed by Parent and Seller the Articles of Merger Company and specified in such other certificates and other documents required to be delivered under Article VIfiling, being the “Effective Time”).

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of TennesseeGeorgia, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCLGBCC, on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with ▇▇▇▇▇▇. Unless otherwise mutually agreed by the relevant provisions Parties, the Effective Time will occur on the first day of the TBCA and calendar month following the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after day all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof. (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the Business Day prior to the Effective Time (such date, at the headquarters of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, “Closing Date”) by electronic means or such other place, date, and time place as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer CBAN and Seller TCBC the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties Buyer, Buyer Bank, Company and Company Bank will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger related to the Merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Arkansas Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior as nearly as practicable to the Closing Date. The “Effective Time” of the Merger shall become be the date and time when the Merger becomes effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with Merger, the relevant provisions form of which shall be agreed to between Buyer and Company not later than the time of filing of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”)Registration Statement. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Arkansas State Bank Department on or as nearly as practicable to the Closing Date. (c) The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions beginning immediately prior to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken Effective Time at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at ▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, place or on such other date as the parties may mutually agree upon (such date, and time as the Parties may mutually agree“Closing Date”). At the Closing, there shall be delivered to Buyer and Seller Company the Articles of Merger and such other certificates and other documents required to be delivered under Article VIARTICLE VI hereof.

Effective Time; Closing. (a) Subject Unless this Agreement is earlier terminated pursuant to Article IX, and subject to the terms and conditions provisions of this Agreement, the Parties will make all such filings as may be required to consummate parties hereto shall cause the Merger and the Bank to be consummated by filing a Certificate of Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided Delaware in accordance with the TBCA, and relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Alabama, as provided in the ABCL, on Delaware (or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is may be agreed between in writing by the Parties Company and Parent and specified in the Articles Certificate of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as Merger) being the “Effective Time”) as soon as practicable on the Closing Date (as defined below). (b) . The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and shall be no later than the second business day after the satisfaction or such written waiver of the conditions set forth in Article VII (other place, date, and time as the Parties may mutually agree. At than those conditions that by their terms are to be satisfied or waived at the Closing, there but subject to the satisfaction or waiver of those conditions) (the second business day after the date of such satisfaction or waiver, the “Material Condition Satisfaction Date”); provided, however, that if the Material Condition Satisfaction Date occurs after June 19, 2012, then the Closing shall be delivered on the later of (i) July 2, 2012 and (ii) the second business day after the satisfaction or written waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to Buyer and Seller be satisfied or waived at the Articles Closing, but subject to the satisfaction or waiver of Merger and those conditions), or at such other certificates time, date and location as Parent and the Company agree upon in writing; provided further, however, that if all of the conditions set forth in Article VII (other documents required than those conditions that by their terms are to be delivered under Article VIsatisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived on or prior to June 17, 2012, then the condition set forth in Section 7.2(d) shall be deemed to be satisfied as of the Closing Date and shall be of no further force or effect. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will Buyer and Company shall make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger related to the Merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State the Commonwealth of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, Massachusetts on or prior to the Closing Date. The “Effective Time” of the Merger shall become be the date and time when the Merger becomes effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”)Merger. (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined immediately prior to the Effective Time by Buyer and reasonably acceptable to Seller the electronic (the “Closing Date”PDF), which shall be no fewer than 5facsimile, and no later than 30 days after all or overnight courier exchange of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken executed documents or at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, on or before November 30, 2018 assuming the satisfaction or waiver (subject to applicable law) of the conditions set forth in Article VI (the “Closing Conditions”), other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions (the “Closing Date”); provided, however, that if the Closing Conditions are not satisfied or waived until after November 30, 2018, the Closing Date shall occur no later than five (5) Business Days after such other place, date, and time as satisfaction or waiver (unless otherwise agreed to by the Parties may mutually agreeparties). At the Closing, there shall be delivered to Buyer and Seller Company the Articles of Merger and such other certificates and other documents required to be delivered under Article VIVI of this Agreement.

Effective Time; Closing. (a) Subject to Upon the terms and subject to the conditions of this Agreement, on the Parties will make all such filings as may be required to consummate Closing Date, Buyer and Company shall cause the Merger and the Bank Merger to be consummated by applicable Laws. The Merger shall become effective as set forth in the articles filing (i) a certificate of merger (the “Articles DE Certificate of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of TennesseeDelaware, in such form as provided in the TBCArequired by, and executed in accordance with, the relevant provisions of the DGCL and (ii) a certificate of merger with the Director of the Michigan Department of Licensing and Regulatory Affairs (the “Michigan Director”) in such form as required by, and executed in accordance with, the relevant provisions of the MBCA (the “MI Certificate of Merger” and together with the DE Certificate of Merger, the “Certificates of Merger”). The Merger shall become effective upon the later of (i) such filing of the DE Certificate of Merger with the Secretary of State of the State of AlabamaDelaware, as provided in (ii) such filing of the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles MI Certificate of Merger are duly filed with the Secretary of State of the State of TennesseeMichigan Director, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (iii) such date and time is hereinafter referred to as the parties agree and may be specified in the Certificates of Merger (the date and time the Merger becomes effective being the “Effective Time”). (b) The closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closingoffices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Rosenman LLP, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer at 2900 K Street NW North Tower – ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇on a date and at a time to be agreed upon by the parties, which date shall be no later than five (5) Business Days after the satisfaction of the last to be satisfied of the conditions set forth in Article 6 (other than those conditions that, by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver (if permitted by applicable Law) of those conditions), or such other placetime, date, and time date or location as the Parties parties may mutually agreeagree in writing. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date”. At the Closing, there shall be delivered to Buyer and Seller Company the Articles Certificates of Merger and such other certificates and other documents required to be delivered under Article VIhereunder.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, on the Closing Date and promptly following the filing of the Blocker Companies Certificate of Merger, the Parties will make all such filings as may be required to consummate hereto shall cause the Merger and the Bank to be consummated by filing a Certificate of Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles Company Certificate of Merger” and, together with the Blocker Companies Certificate of Merger, the “Certificates of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of TennesseeDelaware, as provided in the TBCA, and accordance with the Secretary of State applicable provisions of the State DLLCA (the time of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennesseefiling, or at such later time as is may be agreed between in writing by the Parties Company and Parent and specified in the Articles Company Certificate of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as being the “Effective Time”). (b) The closing . Unless this Agreement shall have been terminated pursuant to Section 10.1, the consummation of the Blocker Mergers and the Merger contemplated by this Agreement (the “Closing”) ), other than the filing of the Certificates of Merger, shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to Parent, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at a time and date to be specified in writing by the Parties, which shall be no later than the third (3rd) business day after the satisfaction or (to the extent permitted by Applicable Legal Requirements) waiver of the conditions set forth in ARTICLE VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Applicable Legal Requirements) waiver of those conditions), or at such other placetime, date, date and time location as the Parties hereto agree in writing (the date on which the Closing occurs, the “Closing Date”). The Parties agree that the Closing signatures may mutually agree. At the Closing, there shall be delivered to Buyer and Seller the Articles of Merger and such other certificates and other documents required to be delivered under Article VItransmitted by facsimile or by email pdf files.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of TennesseeFlorida, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCLFBCA, on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which shall be no fewer than 5, and no later than 30 days three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof; provided, however, the Effective Time shall be no earlier than January 1, 2018. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Department of State of the State of Florida and the Secretary of State of the State of Florida, at the headquarters later of Buyer immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of A▇▇▇▇▇ & Bird LLP, One Atlantic Center, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, date, and time place as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer CenterState and Seller HCBF the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions provisions of this Agreement, the Parties will make all such filings as may be required to consummate parties hereto shall cause the Merger and the Bank to be consummated by filing a Certificate of Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed form attached hereto as Exhibit B-1 with the Secretary of State of the State of Tennessee, as provided Delaware in accordance with the relevant provisions of Delaware Law (the “DE Certificate of Merger”) and Articles of Merger in the TBCA, and form attached hereto as Exhibit B-2 with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger Florida in accordance with the relevant provisions of Florida Law (the TBCA “FL Articles of Merger”; and together with the ABCL DE Certificate of Merger (the “Certificates of Merger”) (the time of such date filing (or such later time as may be agreed in writing by Twin Vee Inc. and time is hereinafter Twin Vee Co. and specified in the Certificates of Merger) being referred to herein as the “Effective Time”) as soon as practicable on or after the Closing Date (as defined below). (b) . Unless the context otherwise requires, the term “Agreement ” as used herein refers collectively to this Agreement and Plan of Merger and Reorganization and the Certificates of Merger. The closing of the Merger and the other transactions contemplated by this Agreement hereby (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (at the “Closing Date”)offices of Blank Rome LLP, which shall be no fewer than 5, and no later than 30 days after all 1271 Avenue of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇Americas | N▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time and date to be specified by the parties hereto, which time and date shall be no later than the second (2nd ) business day after the satisfaction or waiver of the conditions set forth in Article VI hereof, or at such other placelocation, date, time and time date as the Parties may parties hereto shall mutually agree. At agree in writing (the Closing, there shall be delivered date upon which the Closing actually occurs being referred to Buyer and Seller herein as the Articles of Merger and such other certificates and other documents required to be delivered under Article VI“Closing Date”).

Effective Time; Closing. (a) Subject to Upon the terms and conditions of this Agreementset forth herein, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Merger Closing”) shall will take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken a) at the Closingoffices of O’Melveny & ▇▇▇▇▇ LLP, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇as soon as practicable following the Acceptance Date (or the Top-Up Closing if the Top-Up Option has been exercised); provided that, if there shall be a 251(h) Inapplicable Determination and it shall be determined under applicable Law that the Required Stockholder Vote shall be required in order to consummate the Merger, then on the second business day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 8 (other than those conditions that by their terms are to be satisfied at the Merger Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) or (b) at such other time, date or place is agreed to in writing by Parent and the Company. The date on which the Merger Closing occurs is referred to in this Agreement as the “Merger Closing Date.” Subject to the terms and conditions set forth herein, a certificate of merger satisfying the applicable requirements of the DGCL (the “Certificate of Merger”) shall be duly executed by the Company and simultaneously with the Closing shall be filed with the Office of the Secretary of State of the State of Delaware. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware (the date and time of such filing, or such other place, date, and later time as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer agreed by Parent and Seller the Articles of Merger Company and specified in such other certificates and other documents required to be delivered under Article VIfiling, being the “Effective Time”).

Effective Time; Closing. (a) Subject to the terms As promptly as practicable, but in no event later than three (3) Business Days, or such other time and conditions of this Agreement, the Parties will make all such filings date as may be required to consummate the Merger Parent and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in Company may agree, after the articles of merger (the “Articles of Merger”) related to the Mergersatisfaction or, which will include the plan of merger (the “Plan of Merger”)if permissible, that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all waiver of the conditions to the Closing set forth in Article VI VIII (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which it being understood that the occurrence of the Closing shall be satisfied or waived remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties hereto shall cause the Merger to be consummated by the filing of a certificate of merger (the “Certificate of Merger”) have been satisfied with the Secretary of State of the State of Delaware, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and mutually agreed by the parties hereto (the date and time of the filing of such Certificate of Merger (or waived such later time as may be agreed by each of the parties hereto and specified in the Certificate of Merger) being the “Effective Time”). (b) Immediately prior to such filing of the extent permitted by applicable Law) Certificate of Merger in accordance with Section 2.02(a), the closing (the “Closing”) shall take place remotely by electronic exchange of executed documents for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII. The date on which the Closing shall occur is referred to herein as the “Closing Date.” (c) On the Closing Date, upon the terms hereofand subject to the conditions set forth in this Agreement and the Legend Transaction Documents, at the headquarters of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time as parties hereto shall cause the Parties may mutually agree. At transactions contemplated by the Legend Transaction Documents to be consummated immediately following the Closing, there shall be delivered to Buyer and Seller the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties Buyer, Buyer Bank, Company and Company Bank will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), Merger that shall be filed with the Florida Secretary of State of and the State of Tennessee, as provided in the TBCA, and with the Arkansas Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which Effective Time shall be no fewer than 5, and no later than 30 days five (5) Business Days after all of the conditions to the Closing set forth in Article VI ‎Article 6 (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Arkansas State Bank Department and, if applicable, the Florida Office of Financial Regulation, at the headquarters later of Buyer immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of ▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time place as the Parties parties may mutually agree. At the Closing, there shall be delivered to Buyer and Seller Company the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI‎‎Article 6 hereof.

Effective Time; Closing. (a) Subject to the terms and conditions of this AgreementAs promptly as reasonably practicable, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth but in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no event later than 30 days three (3) Business Days, after all the satisfaction or, if permissible, waiver of the conditions to the Closing set forth in Article VI VIII (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which it being understood that the occurrence of the Closing shall be satisfied or waived remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the parties shall cause the Merger to be consummated by filing (i) have been satisfied a certificate of merger (the “Delaware Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the parties and (ii) a certificate of merger (the “Minnesota Certificate of Merger” and together with the Delaware Certificate of Merger, the “Certificates of Merger”) with the Secretary of State of the State of Minnesota, in such form as is required by, and executed in accordance with, the relevant provisions of the Minnesota Statutes and mutually agreed by the parties (the date and time of the filing of such Certificates of Merger (or waived (to such later time as may be agreed by each of the extent permitted by applicable Lawparties and specified in such Certificates of Merger) being the “Effective Time”). In addition, in accordance with the terms hereofSPAC Organizational Documents (including Section 9.2 of the SPAC Certificate of Incorporation), at the headquarters SPAC shall cause the SPAC Stockholder Redemption to occur upon the Effective Time. (b) Immediately prior to such filing of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇the Certificates of Merger in accordance with Section 2.02(a), ▇▇▇▇▇ ▇▇▇▇a closing (the “Closing”) shall be held remotely by exchanging the closing deliverables and signatures via email, ▇▇▇▇▇▇▇▇▇for the purpose of confirming the satisfaction or waiver, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time as the Parties case may be, of the conditions set forth in Article VIII. The date on which the Closing shall occur is referred to herein as the “Closing Date.” (c) As promptly as reasonably practicable following the filing of the Certificates of Merger, on the Closing Date, the SPAC shall adopt as the SPAC’s certificate of incorporation the amended and restated certificate of incorporation in substantially the form set forth attached as Exhibit C (the “Amended and Restated SPAC Certificate of Incorporation”) by filing the Amended and Restated SPAC Certificate of Incorporation with the Secretary of State of the State of Delaware, with such modifications as may be mutually agreeagreed between the Company and the SPAC. At The Amended and Restated SPAC Certificate of Incorporation shall become the Closingcertificate of incorporation of the SPAC until thereafter supplemented or amended in accordance with its terms and the DGCL. As promptly as reasonably practicable following the filing of the Certificates of Merger, there the SPAC shall be delivered to Buyer adopt amended and Seller the Articles of Merger and such other certificates and other documents required restated bylaws, in a form to be delivered under Article VImutually agreed upon between the SPAC and the Company.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, Mississippi and with the Secretary of State of the State of AlabamaFlorida, as provided in the ABCLMBCA and FBCA, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMississippi and the Secretary of State of the State of Florida, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA MBCA and the ABCL FBCA (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer FBMS and reasonably acceptable to Seller FFB (the “Closing Date”), which shall be no fewer than 5, and no later than 30 within thirty (30) days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at A▇▇▇▇▇ & Bird LLP, One Atlantic Center, 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, date, date and time as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer FBMS and Seller FFB the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions provisions of this Agreement, the Parties will make all such filings shall cause the First Merger to be consummated by filing the Articles of Merger in substantially the form attached hereto as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger Exhibit A-1 (the “Articles First Certificate of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State Commonwealth of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger Virginia in accordance with the relevant provisions of the TBCA VSCA. The First Certificate of Merger shall be duly executed by VNC and Merger Sub I and, concurrently with or as soon as practicable following the ABCL Closing, delivered to the Secretary of State of the Commonwealth of Virginia for filing. The First Merger shall become effective upon the filing of the First Certificate of Merger with the Secretary of State of the Commonwealth of Virginia or at such later time as VNC and Merger Sub I agree and specify in the First Certificate of Merger (such date and time is hereinafter referred to as the “Effective Time”). (b) . The closing of the First Merger contemplated by this Agreement and the other Contemplated Transactions (the “Closing”) shall take place on remotely and electronically, but will deemed effected at the offices of CHC in Texas, at a time and date determined to be specified by Buyer and reasonably acceptable to Seller (the “Closing Date”)parties hereto, which time and date shall be no fewer than 5, and no later than 30 days the third (3rd) Business Day after all the satisfaction or waiver of the conditions to the Closing set forth in Article VI V (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at but subject to the Closing) have been satisfied or waived (satisfaction of or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms, or at such other location, time and date as the parties hereto shall mutually agree in writing (the date upon which the Closing actually occurs being referred to herein as the “Closing Date”). As soon as practicable after the Effective Time, but in all cases within one (1) Business Day thereafter, CHC shall cause the Second Merger to be consummated by applicable Law) filing an articles of merger in substantially the form attached hereto as Exhibit A-2 (the “Second Certificate of Merger”, and together with the First Certificate of Merger, the “Certificates of Merger”), with the Secretary of State of the Commonwealth of Virginia in accordance with the terms hereof, at relevant provisions of the headquarters VSCA and the VLLC (the time of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇filing of the Second Certificate of Merger, or such other placethe time of effectiveness thereof that is specified therein, dateif different, and time shall be referred to herein as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer and Seller the Articles of Merger and such other certificates and other documents required to be delivered under Article VI“Second Effective Time”).

Effective Time; Closing. (a) Subject to the terms and conditions of this AgreementAs promptly as practicable, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth but in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no event later than 30 days three Business Days, after all the satisfaction or, if permissible, waiver of the conditions to the Closing set forth in Article VI VIII (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which it being understood that the occurrence of the Closing shall be satisfied or waived remain subject to the satisfaction or, if permissible, waiver of such conditions at the Closing), the Company, Apex and First Merger Sub shall cause the First Merger to be consummated by filing a certificate of merger (the “First Certificate of Merger”) have been satisfied with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the parties (the date and time of the filing of the First Certificate of Merger (or waived such later time as may be agreed by each of the parties hereto and specified in the First Certificate of Merger) being the “Effective Time”). Promptly following the Effective Time, but in any event on the same day as the Effective Time, the Surviving Corporation, Apex and Second Merger Sub shall cause the Second Merger to be consummated by filing a certificate of merger (the “Second Certificate of Merger”) with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DLLCA and mutually agreed by the parties (the date and time of the filing of such Second Certificate of Merger (or such later time as may be agreed by each of the parties hereto and specified in such Second Certificate of Merger) being the “Second Effective Time”). (b) Immediately prior to such filing of the extent permitted by applicable Law) First Certificate of Merger in accordance with Section 2.02(a), a closing (the terms hereof“Closing”) shall be held by electronic exchange of deliverables and release of signatures for the purpose of confirming the satisfaction or waiver, at the headquarters of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time as the Parties case may mutually agreebe, of the conditions set forth in Article VIII. At The date on which the Closing, there Closing shall be delivered occur is referred to Buyer and Seller herein as the Articles of Merger and such other certificates and other documents required to be delivered under Article VI“Closing Date.”

Effective Time; Closing. (a) Subject to satisfaction or, to the terms and extent permitted by applicable Law, waiver of the closing conditions of this Agreementdescribed in ARTICLE V, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)at 10 a.m., which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereofNew York City time, at the headquarters offices of Buyer at ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the last Business Day of the calendar month in which all of the closing conditions set forth in ARTICLE V have been satisfied (other than those conditions which by their nature cannot be satisfied until the Closing, but subject to the fulfillment or waiver of those conditions) or waived in accordance with the terms of this Agreement and applicable Law, unless such conditions have not been so satisfied (other than those conditions which by their nature cannot be satisfied until the Closing but subject to the fulfillment or waiver of those conditions) by the fifth (5th) Business Day preceding the last Business Day of such calendar month, in which case the Closing shall take place on the last Business Day of the next calendar month; provided, that, if the Closing would otherwise occur on the last Business Day of any of Buyer’s fiscal quarters, the Closing shall instead occur on the first Business Day of the immediately succeeding quarter (or the Closing may take place at such other place, date, place and time as Buyer and the Parties may mutually agreeCompany shall agree in writing). The date on and time at which the Closing takes place is referred to herein as the “Closing Date”. (b) At the Closing, there Merger Sub and the Company shall execute, acknowledge and file a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware as provided in the DGCL, and the Merger shall become effective upon such filing or at such later time as is agreed to by Buyer and the Company and is specified in the Certificate of Merger (the “Effective Time”). (c) At the Closing and immediately prior to the Effective Time, the Company shall deliver, or cause to be delivered delivered, to Buyer and Seller and, in the Articles case of Merger and such other certificates and other documents required to be delivered under Article VI.clause (c)(iv), the Escrow Agent, the following:

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “"Articles of Merger”") related to the Merger, which will include the plan of merger (the “"Plan of Merger”"), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, Mississippi and with the Secretary of State of the State of AlabamaMaryland, as provided in the ABCLMBCA and MGCL, on or prior to the Closing Date. The "Effective Time" of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which shall be no fewer than 5, and no later than 30 days three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof. (b) The closing of the transactions contemplated by this Agreement (the "Closing") shall take place beginning immediately prior to the Effective Time (such date, the "Closing Date") at the headquarters offices of Buyer at ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, date, and time place as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer FBMS and Seller SSNF the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. The closing of the Merger (athe “Closing”) shall take place at the offices of Smith, Anderson, Blount, Dorsett, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Capitol Center, Raleigh, NC 27601, at 10:00 a.m. Eastern Time on the date that is the later of (i) three (3) Business Days after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date, but subject to the satisfaction of such conditions on the Closing Date) or (ii) the earlier of (A) the third (3rd) Business Day immediately following the last day of the Marketing Period and (B) the date on which Parent delivers written notice to the Company waiving this clause (ii), which at the option of the Company may be postponed until the third (3rd) Business Day following such date (but, in any event, subject to the satisfaction or waiver (to the extent permissible) by the applicable party of the conditions set forth in Article VII at the Closing); provided, however, that the Closing may be consummated on such other date, time or place as Parent and the Company may mutually agree, or at such other time as the parties hereto agree in writing; provided, further, that in no event shall the Closing take place prior to December 30, 2013 (the “Closing Date”). Subject to the terms and conditions of this Agreement, on the Parties will make all such filings as may be required to consummate Closing Date, the Merger and the Bank Merger by applicable Laws. The Merger Company shall become effective as set forth in the execute articles of merger (the “Articles of Merger”) related as provided by Section 55-11-05 of the NBCA and deliver the Articles of Merger and any other documents required under the NCBCA to effect the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with Merger to the Secretary of State of the State of Tennessee, North Carolina for filing as provided in the TBCA, and with the Secretary of State by Section 55-11-05 of the State of Alabama, as provided in the ABCL, on or prior to the Closing DateNCBCA. The Merger shall become effective at such the time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of . Notwithstanding the Merger contemplated by foregoing, if the Closing would otherwise be required to occur pursuant to and in accordance with this Agreement Section 2.2 on any date prior to December 30, 2013 (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Scheduled Closing Date”), which then the Closing Date shall be no fewer than 5extended to such date on or after December 30, 2013 and no later than 30 days after all prior to the Termination Date as shall be mutually agreed in good faith by Parent and the Company (the “Extended Closing Date”); provided, that if, following good faith negotiation by Parent and the Company, Parent and the Company have not mutually agreed on the date of the Extended Closing Date (such agreement not to be unreasonably withheld), the Extended Closing Date shall be the Termination Date. In the event that the Scheduled Closing Date has been extended pursuant to the immediately preceding sentence, the obligations of Parent and Merger Sub to consummate the Merger on the Extended Closing Date shall remain subject to the fulfillment or waiver of each of the conditions to the Closing set forth in Article VI VII and all other conditions to the occurrence of the Closing Date set forth in this Section 2.2 (other than those conditions that by their nature are to be satisfied by action taken at the Closingcondition set forth in Section 7.2(g), the satisfaction of which shall be satisfied or deemed to be waived at the Closing) have been satisfied or waived (by Parent to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters failure of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer and Seller the Articles of Merger and such other certificates and other documents required condition to be delivered under Article VIso satisfied on the Extended Closing Date is attributable solely to a Material Adverse Effect that shall have occurred during the period between the Scheduled Closing Date and the Extended Closing Date).

Effective Time; Closing. (a) Subject to Upon the terms and subject to the conditions of this Agreement, the Parties will make all such filings as may be required to consummate parties hereto shall cause the Merger and the Bank Merger to be consummated by applicable Laws. The Merger shall become effective as set forth in the articles filing a certificate of merger (the “Articles Certificate of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger Delaware in accordance with the relevant provisions of Delaware Law (the TBCA time of such filing (or such later time as may be agreed in writing by the Company and Parent prior to the ABCL (such date Closing and time is hereinafter referred to as specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than three (3) Business Days after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions, which by their terms, are to be satisfied or waived on the Closing Date). , or at such other time, date and location as the parties hereto agree in writing (bthe “Closing Date”). Unless the context otherwise requires, the term “Agreement” as used herein refers collectively to this Agreement and Plan of Merger (as the same may be amended from time to time in accordance with the terms hereof) and the Certificate of Merger. The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters offices of Buyer at ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, or such other place▇▇▇▇▇▇▇▇▇▇ D.C., date, and time as at 8:00 a.m. (Pacific Time) on the Parties may mutually agreeClosing Date. At the Closingwritten request of Parent, there the Company shall be delivered cause T-System, Inc. to Buyer timely deliver a written notice to the Seller Representative (as defined in the TrustHCS Agreement) pursuant to Section 2.1(a) of the TrustHCS Agreement designating the Closing Date (as defined herein) as the Closing Date (as such term is defined in the TrustHCS Agreement) for purposes of the TrustHCS Agreement, such that Parent will have the right to cause the TrustHCS Acquisition and Seller the Articles of Merger and such other certificates and other documents required Transactions to be delivered under Article VIconsummated on the same date.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer SMBK and reasonably acceptable to Seller PFG (the “Closing Date”), which shall be no fewer than 5, and no later than within 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer SMBK at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇, or such other place, date, and time as the Parties may mutually agree. At or prior to the Closing, there shall be delivered to Buyer SMBK and Seller PFG the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties Company and Merger Sub will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger appropriate documents (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), Merger that shall be filed with the Secretary Maryland State Department of State of the State of Tennessee, as provided in the TBCA, Assessments and with the Secretary of State of the State of Alabama, as provided in the ABCL, Taxation on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”)Merger. (b) The Subject to the terms and conditions of this Agreement, the closing of the Merger transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., Eastern time, on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”), which shall be no fewer than 5, and no later than 30 days five (5) Business Days after all of the conditions to the Closing set forth in Article VI 7 (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereofhereof (such date, the “Closing Date”) at the headquarters offices of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇the Buyer, or such other place, date, and date or time as the Parties parties may mutually agree. At the Closing, there shall be delivered to Buyer and Seller Company the Articles of Merger and such other certificates and other documents required to be delivered under Article VI6 hereof.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary of State of the State of Tennessee, or at such later time as is agreed between the Parties and specified in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger and the other transactions contemplated by this Agreement hereby (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable as promptly as practicable (but in no event later than the second (2nd) Business Day or, in the event the last condition to Seller (be satisfied is the “Closing Date”condition set forth in Section 7.02(f), which shall be no fewer than 5, and no later than 30 days the fifth (5th) Business Day) after all of the conditions to the Closing set forth in Article VI VII (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which consummation of the Merger) shall be satisfied or waived at the Closing) have been satisfied or waived (by the party entitled to the extent permitted benefit of the same, and, subject to the foregoing, shall take place at such time and on a date to be specified by applicable Law) in accordance with the terms hereof, parties (the “Closing Date”). The Closing shall take place at the headquarters offices of Buyer at Hunton & W▇▇▇▇▇▇▇ LLP, 1▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇▇▇▇▇▇▇▇ . ▇▇▇▇▇, or at such other place, date, and time place as the Parties parties may mutually agreeagree upon. At the Closing, there shall be delivered to Buyer Acquiror and Seller the Articles of Merger and such other Company the certificates and other documents required to be delivered under Article VIVII hereof. For avoidance of doubt, the failure by a party to perform all of its obligations required to be performed in connection with the Closing shall be deemed to be a breach of a covenant by such party for purposes of Section 8.01(c)(ii) or Section 8.01(d)(i), as applicable. (b) At the Closing, the parties shall cause Articles of Merger (the “Articles of Merger”) to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) pursuant to the MGCL. The Merger provided for herein shall become effective at such time as the Articles of Merger have been accepted for record by the SDAT, or such later time (not to exceed 30 days from the date the Articles of Merger are accepted for record by the SDAT) designated by the parties in the Articles of Merger, in accordance with the MGCL (the “Effective Time”).

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by under applicable LawsLaw. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary Department of State of the State of TennesseeFlorida, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCLFBCA, on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which shall be no fewer than 5, and no later than 30 days three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereofhereof or such later date as the Parties may agree. (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on a date and time which shall be at or immediately prior to the Effective Time (such date, the “Closing Date”) at the headquarters offices of Buyer at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Purchaser, or such other place, date, and time place as the Parties may mutually agree. At or prior to the Closing, there shall be delivered to Buyer by Purchaser and Seller Company the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties Buyer, Buyer Bank, Company and Company Bank will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), Merger that shall be filed with the Florida Secretary of State of and the State of Tennessee, as provided in the TBCA, and with the Arkansas Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which Effective Time shall be no fewer than 5, and no later than 30 days five (5) Business Days after all of the conditions to the Closing set forth in Article VI 6 (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof. (b) The Bank Merger shall become effective as set forth in the articles of merger providing for the Bank Merger (the “Articles of Bank Merger”) that shall be filed with the Arkansas State Bank Department and, if applicable, the Florida Office of Financial Regulation, at the headquarters later of Buyer immediately following the Effective Time or as promptly as practicable thereafter. (c) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the offices of ▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place, date, and time place as the Parties parties may mutually agree. At the Closing, there shall be delivered to Buyer and Seller Company the Articles of Merger, the Articles of Bank Merger and such other certificates and other documents required to be delivered under Article VI6 hereof.

Effective Time; Closing. (a) Subject to the terms and conditions provisions of this Agreement, at the Parties will make all such filings Closing (as may be required to consummate defined below), the parties shall cause the Merger and to be consummated by filing with the Bank Merger by applicable Laws. The Merger shall become effective as set forth in Department of State of the State of Florida (the “Florida Department of State”) articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed in such form as is required by and executed in accordance with the Secretary of State of FBCA and shall make all filings or recordings required under the State of Tennessee, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCL, on or prior to the Closing DateFBCA. The Merger shall become effective at such time as (the “Effective Time”) when Articles of Merger are have been duly filed with the Secretary Florida Department of State of the State of TennesseeState, or at such later time as is shall be agreed between upon by Parent and the Parties Company and specified in the Articles of Merger in accordance with the relevant provisions of FBCA. Prior to the TBCA and the ABCL (such date and time is hereinafter filings referred to as in this Section 2.2, upon the “Effective Time”). (b) The terms and subject to the conditions set forth herein, the closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller be held at the offices of DLA Piper LLP (the “Closing Date”US), which shall be no fewer than 5, and no later than 30 days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof, at the headquarters of Buyer at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, USA, or such other place, date, and time place as the Parties parties may mutually agree on, as soon as practicable (but in any event within three business days) following the date on which all conditions set forth in Article VII that are by their nature to be at the Closing have been satisfied or, to the extent permitted hereunder, waived, or at such other date as Parent and the Company may agree. At ; provided, that the conditions set forth in Article VII that are by their nature to be satisfied at the Closing are satisfied or to the extent permitted hereunder, waived at or prior to the Closing. The date on which the Closing takes place is referred to as the “Closing Date.” For all tax purposes, there the Closing shall be delivered to Buyer and Seller effective at the Articles end of Merger and such other certificates and other documents required to be delivered under Article VIthe day on the Closing Date.

Effective Time; Closing. (a) Subject to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and the Bank Merger by applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”), that shall be filed with the Secretary of State of the State of TennesseeGeorgia, as provided in the TBCA, and with the Secretary of State of the State of Alabama, as provided in the ABCLGBCC, on or prior to the Closing Date. The “Effective Time” of the Merger shall become effective at such be the later of (i) the date and time as of filing of the Articles of Merger are duly filed with the Secretary of State of the State of TennesseeMerger, or at such later (ii) the date and time when the Merger becomes effective as is agreed between the Parties and specified set forth in the Articles of Merger in accordance with the relevant provisions of the TBCA and the ABCL (such date and time is hereinafter referred to as the “Effective Time”). (b) The closing of the Merger contemplated by this Agreement (the “Closing”) shall take place on a date determined by Buyer and reasonably acceptable to Seller (the “Closing Date”)Merger, which shall be no fewer than 5, and no later than 30 days three (3) Business Days after all of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Closing, which shall be satisfied or waived at the Closing) have been satisfied or waived (to the extent permitted by applicable Law) in accordance with the terms hereof. (b) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place beginning immediately prior to the Effective Time (such date, the “Closing Date”) at the headquarters offices of Buyer at ▇▇▇▇▇▇ & Bird LLP, One Atlantic Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place, date, and time place as the Parties may mutually agree. At the Closing, there shall be delivered to Buyer CBAN and Seller LBC the Articles of Merger and such other certificates and other documents required to be delivered under Article VI.