AGREEMENT AND PLAN OF MERGER by and among FIRESTONE FINANCIAL CORP., BERKSHIRE HILLS BANCORP, INC., BERKSHIRE BANK, JACOB ACQUISITION LLC and David S. Cohen, solely in his capacity as the Representative May 21, 2015Agreement and Plan of Merger • May 22nd, 2015 • Berkshire Hills Bancorp Inc • Savings institutions, not federally chartered • Massachusetts
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 21, 2015, is made by and among Firestone Financial Corp., a Massachusetts corporation (the “Company”), Berkshire Hills Bancorp, Inc., a Delaware corporation (“Parent”), Berkshire Bank, a Massachusetts chartered trust company (the “Bank”), Jacob Acquisition LLC, a Massachusetts limited liability company and wholly owned subsidiary of the Bank (the “Merger Sub), and David S. Cohen, solely in his capacity as the representative for the Securityholders (the “Representative”). The Parent, the Bank, the Merger Sub and the Company, and, solely in his capacity as and solely to the extent applicable, the Representative, are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
