Common use of Material Contracts; Defaults Clause in Contracts

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, neither FNBB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annum, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of FNBB or any of its Subsidiaries to indemnification from FNBB or any of its Subsidiaries, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB or any of its Subsidiaries, (I) which involves the purchase or sale of assets with a purchase price of $75,000 or more in any single case or $200,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by FNBB or any of its Subsidiaries, (N) which restricts the conduct of any business by FNBB or any of its Subsidiaries or limits the freedom of FNBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set Set forth in Section 5.03(k)(i3.3(i)(i) of FNBB’s the MainStreet Disclosure ScheduleSchedule is a list that includes each of the following agreements, neither FNBB nor contracts, arrangements, commitments or understandings (whether written or oral) that MainStreet or any of its Subsidiaries MainStreet Subsidiary is a party to, bound by or subject to any agreement(each, contracta “Material Contract” and collectively, arrangement, commitment or understanding (whether written or oral) “Material Contracts”): (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB MainStreet or any of its Subsidiaries a MainStreet Subsidiary to indemnification from FNBB MainStreet or any of its Subsidiariesa MainStreet Subsidiary, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 20,000 per annumyear and/or has a termination fee, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HF) which grants any Person person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB MainStreet or any of its Subsidiariesa MainStreet Subsidiary, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 100,000 or more in any single case or $200,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves provides for the payment by MainStreet or a MainStreet Subsidiary of $100,000 or more payments upon a change in annual feescontrol thereof, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (MI) which is a lease for any real or material personal property owned or presently used by FNBB MainStreet or any of its Subsidiariesa MainStreet Subsidiary, (NJ) which materially restricts the conduct of any business by FNBB MainStreet or any of its Subsidiaries a MainStreet Subsidiary or limits the freedom of FNBB MainStreet or any of its Subsidiaries a MainStreet Subsidiary to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation American or American National Bank or any of its Affiliates affiliates after consummation of the TransactionMerger) or which requires exclusive referrals of business or requires FNBB MainStreet or any of its Subsidiaries a MainStreet Subsidiary to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OK) which is with respect to, or otherwise commits FNBB MainStreet or any of its Subsidiaries a MainStreet Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereofforegoing.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of FNBB’s Disclosure Scheduleas Previously Disclosed, neither FNBB MNHN, Manhattan nor any of its Subsidiaries other MNHN Subsidiary is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors employees or consultants that cannot be terminated at will by MNHN, Manhattan or a MNHN Subsidiary upon thirty (30) days written notice and involving the without a payment or value in excess of more than $100,000 per annum50,000, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB or any of its Subsidiaries such entity to indemnification from FNBB any such entity, other than as provided under applicable law or any of its Subsidiariespursuant to bylaw provisions, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $100,000 50,000 per annum, (FE) which is with or to a labor union or guild (including any collective bargaining agreement), (GF) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of FNBB MNHN, Manhattan or any of its Subsidiariesother MNHN Subsidiary, (IH) which involves the purchase or sale of assets with a purchase price of $75,000 50,000 or more in any single case or $200,000 100,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 50,000 or more in annual fees, (KJ) which relates to provides for the settlement payment by MNHN, Manhattan or any other resolution MNHN Subsidiary of any legal proceeding in an amount in excess payments upon a change of $75,000 or that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MK) which is a lease for any real or material personal property owned or presently used by FNBB MNHN, Manhattan or any of its Subsidiariesother MNHN Subsidiary, (NL) which materially restricts the conduct of any business by FNBB MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary or limits the freedom of FNBB MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation MNHN, Manhattan or any of its Affiliates other MNHN Subsidiary after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FNBB MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OM) which is with respect to, or otherwise commits FNBB MNHN, Manhattan or any of its Subsidiaries other MNHN Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set Set forth in Section 5.03(k)(i3.3(i)(i) of FNBBHolding Company’s Disclosure ScheduleSchedule is a list that includes each of the following agreements, neither FNBB nor contracts, arrangements, commitments or understandings (whether written or oral) that Holding Company or any of its Subsidiaries Holding Company Subsidiary is a party to, bound by or subject to any agreement(each, contracta “Holding Company Contract” and collectively, arrangement, commitment or understanding (whether written or oral) “Holding Company Contracts”): (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to indemnification from FNBB Holding Company or any of its Subsidiariesa Holding Company Subsidiary, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 50,000 per annumyear and/or has a termination fee, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness by Holding Company or guaranty of any liability Bank Subsidiary (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HF) which grants any Person person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB Holding Company or any of its Subsidiariesa Holding Company Subsidiary, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 100,000 or more in any single case or $200,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves provides for the payment by Holding Company or a Holding Company Subsidiary of $100,000 or more payments upon a change in annual feescontrol thereof, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (MI) which is a lease for any real or material personal property owned or presently used by FNBB Holding Company or any of its Subsidiariesa Holding Company Subsidiary, (NJ) which materially restricts the conduct of any business by FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary or limits the freedom of FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation Buyer or any of its Affiliates affiliates after consummation of the TransactionMerger) or which requires exclusive referrals of business or requires FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OK) which is with respect to, or otherwise commits FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereofforegoing.

Material Contracts; Defaults. (i) Except for documents set Set forth in Section 5.03(k)(i3.3(i)(i) of FNBBFCB’s Disclosure ScheduleLetter is a list that includes each of the following agreements, neither FNBB nor any of its Subsidiaries contracts, arrangements, commitments or understandings (whether written or oral) that FCB is a party to, bound by or subject to any agreement(each, contracta “FCB Contract” and collectively, arrangement, commitment or understanding (whether written or oral) “FCB Contracts”): (A) with respect to the employment of any of its directors, officers, employeesemployees or consultants, including any employment, severance, termination, consulting or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumretirement agreement, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB or any of its Subsidiaries FCB to indemnification from FNBB or any of its SubsidiariesFCB, (C) which provides for would be required to be filed as an exhibit to a Form 10-K filed by FCB as of the payment by FNBB or any date of its Subsidiaries this Agreement pursuant to the reporting requirements of severance or other compensation upon a mergerthe Exchange Act, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transactionif FCB were subject to such reporting requirements, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 25,000 per annumyear and/or has a termination fee, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability by FCB (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HF) which grants any Person person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB or any of its SubsidiariesFCB, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 25,000 or more in any single case or $200,000 50,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves provides for the payment by FCB of $100,000 or more payments upon a change in annual feescontrol thereof, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (MI) which is a lease for any real or material personal property owned or presently used by FNBB or any of its SubsidiariesFCB, (NJ) which prohibits or materially restricts the conduct of any business by FNBB or any of its Subsidiaries FCB or limits the freedom of FNBB or any of its Subsidiaries FCB to engage in any line of business in any geographic area (or to FCB’s Knowledge would so restrict the Surviving Corporation Parent or any of its Affiliates affiliates after consummation of the TransactionMerger) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries FCB to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (K) involves Intellectual Property (as defined herein) (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to business of FCB, or (OL) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries FCB to do, any of the foregoing (collectively, “Material Contracts”)foregoing. Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been FCB has previously made available to TriCo as Parent true, complete and correct copies of the date hereofeach such FCB Contract, including any and all amendments and modifications thereto.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of FNBB’s Disclosure Scheduleas Previously Disclosed, neither FNBB nor any of its Subsidiaries BAY is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB or any of its Subsidiaries BAY to indemnification from FNBB or any of its SubsidiariesBAY, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $100,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (HF) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of FNBB or any of its SubsidiariesBAY, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 50,000 or more in any single case or $200,000 50,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 50,000 or more in annual fees, (KI) which relates to provides for the settlement or other resolution payment by BAY of any legal proceeding in an amount in excess payments upon a change of $75,000 or that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FNBB or any of its SubsidiariesBAY, (NK) which materially restricts the conduct of any business by FNBB or any of its Subsidiaries BAY or limits the freedom of FNBB or any of its Subsidiaries BAY to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates BAY after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries BAY to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OL) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries BAY to do, any of the foregoing, or (M) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “BAY Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of FNBB’s Disclosure Scheduleas Previously Disclosed, neither FNBB CFB nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB CFB or any of its Subsidiaries to indemnification from FNBB CFB or any of its Subsidiaries, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $100,000 50,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (HF) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of FNBB CFB or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 50,000 or more in any single case or $200,000 100,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 50,000 or more in annual fees, (KI) which relates to provides for the settlement payment by CFB or other resolution any of any legal proceeding in an amount in excess its Subsidiaries of $75,000 or that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FNBB CFB or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by FNBB CFB or any of its Subsidiaries or limits the freedom of FNBB CFB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation CFB or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FNBB CFB or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (OM) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $50,000 and that has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits FNBB CFB or any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedulei)Except as Previously Disclosed, neither FNBB nor any of its Subsidiaries Folsom Lake Bank is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB or any of its Subsidiaries Folsom Lake Bank to indemnification from FNBB or any of its SubsidiariesFolsom Lake Bank, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice without penalty or other fee and involving the payment or value of more than $100,000 25,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or guaranty of any liability lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of Folsom Lake Bank or the guaranty of the indebtedness of another Person, (HF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of FNBB or any of its SubsidiariesFolsom Lake Bank, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 25,000 or more in any single case or $200,000 50,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $100,000 25,000 or more in annual fees, (KI) which relates to provides for the settlement payment by Folsom Lake Bank (or other resolution any successor) of any legal proceeding in an amount in excess payments upon a change of $75,000 or that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FNBB or any of its SubsidiariesFolsom Lake Bank, (NK) which materially restricts the conduct of any business by FNBB or any of its Subsidiaries Folsom Lake Bank or limits the freedom of FNBB or any of its Subsidiaries Folsom Lake Bank to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates Folsom Lake Bank after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries Folsom Lake Bank to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that relates to intellectual property (as such term defined in Section 4.2(v)), (M) contains any provision that requires the purchase of all of Folsom Lake Bank’s requirements for a given product or service from a given third party, or obligates Folsom Lake Bank to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries Folsom Lake Bank to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth (ii)Each Material Contract is valid and binding on Folsom Lake Bank and is in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant full force and effect (other than due to the terms ordinary expiration thereof) and, to the Knowledge of Folsom Lake Bank, is valid and conditions binding on the other parties thereto. Neither Folsom Lake Bank, nor, to the Knowledge of Folsom Lake Bank, any other parties thereto, is in material default under any Material Contract and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. Except as a result provided in this Agreement, no power of FNBB’s attorney or similar authorization given directly or indirectly by Folsom Lake Bank is currently outstanding. (iii)All outstanding loans from Folsom Lake Bank to its officers and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts directors have been made available to TriCo as of Previously Disclosed, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.. (m)

Material Contracts; Defaults. (i) Except for documents set Set forth in Section 5.03(k)(i3.3(i)(i) of FNBBHolding Company’s Disclosure ScheduleSchedule is a list that includes each of the following agreements, neither FNBB nor contracts, arrangements, commitments or understandings (whether written or oral) that Holding Company or any of its Subsidiaries Holding Company Subsidiary is a party to, bound by or subject to any agreement(each, contracta “Holding Company Contract” and collectively, arrangement, commitment or understanding (whether written or oral) “Holding Company Contracts”): (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to indemnification from FNBB Holding Company or any of its Subsidiariesa Holding Company Subsidiary, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 50,000 per annumyear and/or has a termination fee, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness by Holding Company or guaranty of any liability Bank Subsidiary (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HF) which grants any Person person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB Holding Company or any of its Subsidiariesa Holding Company Subsidiary, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 100,000 or more in any single case or $200,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves provides for the payment by Holding Company or a Holding Company Subsidiary of $100,000 or more payments upon a change in annual feescontrol thereof, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (MI) which is a lease for any real or material personal property owned or presently used by FNBB Holding Company or any of its Subsidiariesa Holding Company Subsidiary, (NJ) which materially restricts the conduct of any business by FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary or limits the freedom of FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation Towne or any of its Affiliates affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OK) which is with respect to, or otherwise commits FNBB Holding Company or any of its Subsidiaries a Holding Company Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereofforegoing.

Material Contracts; Defaults. (i) Except for documents set Set forth in Section 5.03(k)(i3.3(i)(i) of FNBBPBVA’s Disclosure ScheduleLetter is a list that includes each of the following agreements, neither FNBB nor contracts, arrangements, commitments or understandings (whether written or oral) that PBVA or any of its Subsidiaries is a party to, bound by or subject to any agreement(each, contract, arrangement, commitment or understanding (whether written or oral) a “PBVA Material Contract”): (A) with respect to the employment of an officer or director or engagement of a consultant, including any of its directorsemployment, officersseverance, employeestermination, consulting or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumretirement agreement, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB PBVA or any of its Subsidiaries to indemnification from FNBB PBVA or any of its Subsidiaries, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and either (1) involving the payment or value of more than $100,000 25,000 per annumyear or (2) has a termination fee, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HF) which grants any Person person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB PBVA or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 100,000 or more in any single case or $200,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves provides for the payment by PBVA or any of $100,000 or more its Subsidiaries of payments upon a change in annual feescontrol thereof, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (MI) which is a lease for any real or material personal property owned or presently used by FNBB PBVA or any of its Subsidiaries or which involves the acquisition or disposition of any real property, (J) involves Intellectual Property (as defined herein) (other than contracts entered into in the ordinary course with customers and “shrink-wrap” software licenses) that is material to its business or the business of any of its Subsidiaries, (NK) which materially restricts the conduct of any business by FNBB PBVA or any of its Subsidiaries or limits the freedom of FNBB PBVA or any of its Subsidiaries to engage in any line of business in any geographic area (or to PBVA’s Knowledge would so restrict the Surviving Corporation CFFI or C&F Bank or any of its Affiliates affiliates after consummation of the TransactionMerger) or which requires exclusive referrals of business or requires FNBB PBVA or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that prohibits or materially restricts the conduct of business by it or to the Knowledge of PBVA, any of its Subsidiaries or any of its personnel in PBVA’s geographic area or its or their ability to compete in any PBVA line of business, or (OM) which is with respect to, or otherwise commits FNBB PBVA or any of its Subsidiaries to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereofforegoing.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of FNBB’s Disclosure Scheduleas Previously Disclosed, neither FNBB nor any of its Subsidiaries Folsom Lake Bank is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB or any of its Subsidiaries Folsom Lake Bank to indemnification from FNBB or any of its SubsidiariesFolsom Lake Bank, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice without penalty or other fee and involving the payment or value of more than $100,000 25,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness for borrowed money, whether as borrower or guaranty of any liability lender (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), or provides for the imposition of any Liens on any assets of Folsom Lake Bank or the guaranty of the indebtedness of another Person, (HF) which grants any Person a right of first refusal, right of first offer offer, put, call or similar right with respect to any material properties, rights, assets or businesses business of FNBB or any of its SubsidiariesFolsom Lake Bank, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 25,000 or more in any single case or $200,000 50,000 or more in all such casesthe aggregate, or any acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $100,000 25,000 or more in annual fees, (KI) which relates to provides for the settlement payment by Folsom Lake Bank (or other resolution any successor) of any legal proceeding in an amount in excess payments upon a change of $75,000 or that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FNBB or any of its SubsidiariesFolsom Lake Bank, (NK) which materially restricts the conduct of any business by FNBB or any of its Subsidiaries Folsom Lake Bank or limits the freedom of FNBB or any of its Subsidiaries Folsom Lake Bank to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates Folsom Lake Bank after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries Folsom Lake Bank to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) that relates to intellectual property (as such term defined in Section 4.2(v)), (M) contains any provision that requires the purchase of all of Folsom Lake Bank’s requirements for a given product or service from a given third party, or obligates Folsom Lake Bank to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate CVCY or Central Valley Community Bank to conduct business on an exclusive or preferential basis with any third party; (N) which is a partnership, joint venture or similar contract, agreement or arrangement; (O) containing any standstill or similar provision pursuant to which one Person has agreed not to acquire assets or securities of another Person; (P) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries Folsom Lake Bank to do, any of the foregoing, or (Q) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i5.03(k) of FNBB’s SDTB's Disclosure Schedule, neither FNBB nor any of its Subsidiaries SDTB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of FNBB or any of its Subsidiaries SDTB to indemnification from FNBB or any of its SubsidiariesSDTB, (C) which provides for the payment by FNBB or any of its Subsidiaries SDTB of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its SubsidiariesSDTB, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $100,000 25,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (G) which relates to the incurrence of indebtedness or guaranty of any liability SDTB (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (H) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB or any of its SubsidiariesSDTB, (I) which involves the purchase or sale of assets with a purchase price of $75,000 100,000 or more in any single case or $200,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed loans in the ordinary course of business consistent with past practice, (J) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 25,000 or more in annual fees, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or 25,000 and that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by FNBB or any of its SubsidiariesSDTB, (N) which materially restricts the conduct of any business by FNBB or any of its Subsidiaries SDTB or limits the freedom of FNBB or any of its Subsidiaries SDTB to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation Bank or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries SDTB to offer specified products or services to its customers or depositors on a priority or exclusive basis, or (O) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries SDTB to do, any of the foregoing (collectively, “"Material Contracts”"). Except as set forth in Section 5.03(k)(i) of FNBB’s SDTB's Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) SDTB's execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo PPBI as of the date hereof.

Material Contracts; Defaults. (i) Except for documents set Set forth in Section 5.03(k)(i3.3(h)(i) of FNBB’s the UFBC Disclosure ScheduleSchedule is a list that includes each of the following agreements, neither FNBB nor contracts, arrangements, commitments or understandings (whether written or oral) that UFBC or any of its Subsidiaries UFBC Subsidiary is a party to, bound by or subject to any agreement(each, contracta “Material Contract” and collectively, arrangement, commitment or understanding (whether written or oral) “Material Contracts”): (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB UFBC or any of its Subsidiaries a UFBC Subsidiary to indemnification from FNBB UFBC or any of its Subsidiariesa UFBC Subsidiary, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (the “SEC”)), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) days or less notice and involving the payment or value of more than $100,000 20,000 per annumyear and/or has a termination fee, (F) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta, federal funds purchased and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HF) which grants any Person person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB UFBC or any of its Subsidiariesa UFBC Subsidiary, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 100,000 or more in any single case or $200,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves provides for the payment by UFBC or a UFBC Subsidiary of $100,000 or more payments upon a change in annual feescontrol thereof, (K) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (MI) which is a lease for any real or material personal property owned or presently used by FNBB UFBC or any of its Subsidiariesa UFBC Subsidiary, (NJ) which materially restricts the conduct of any business by FNBB UFBC or any of its Subsidiaries a UFBC Subsidiary or limits the freedom of FNBB UFBC or any of its Subsidiaries a UFBC Subsidiary to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation CFNL or Cardinal Bank or any of its Affiliates affiliates after consummation of the TransactionMerger) or which requires exclusive referrals of business or requires FNBB UFBC or any of its Subsidiaries a UFBC Subsidiary to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OK) which is with respect to, or otherwise commits FNBB UFBC or any of its Subsidiaries a UFBC Subsidiary to do, any of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereofforegoing.

Material Contracts; Defaults. (i) Except for documents set forth this Agreement and as listed in Section 5.03(k)(i5.03(o) of FNBB’s the JCB Disclosure Schedule, neither FNBB nor any of its Subsidiaries it is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (Acollectively, “Material Contracts”), (i) with respect to that is a “material contract” within the employment meaning of Item 601(b)(10) of the SEC’s Regulation S-K, (ii) that restricts or limits in any way the conduct of its directorsbusiness by it (including without limitation a non-compete or similar provision), officers(iii) that is a consulting agreement or data processing, employees, software programming or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and licensing contract involving the payment or value of more than $100,000 25,000 per annum, year (B) other than any such contracts which would entitle any present or former director, officer, employee, independent contractor, consultant or agent of FNBB or any of its Subsidiaries to indemnification from FNBB or any of its Subsidiaries, (C) which provides for the payment are terminable by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable it on sixty (60) 60 days or less notice and involving the without any required payment or value other conditions, other than the condition of more than $100,000 per annum, (F) which is with or to a labor union or guild (including any collective bargaining agreementnotice), (Giv) which that relates to the incurrence of indebtedness or guaranty of any liability by it (other than deposit liabilities, advances and loans from the FHLBFederal Home Loan Bank of Atlanta or the Federal Reserve Bank of Richmond discount window, and sales of securities subject sold under agreements to repurchase, and trade payables, in each case, case incurred in the ordinary course of businessbusiness consistent with past practice), (Hv) which that grants any Person a right of first refusal, right of first offer or similar right with respect to any material propertiesassets, rights, assets rights or businesses properties of FNBB or any of its Subsidiariesit, (Ivi) which that involves the purchase or sale of assets with a purchase price of $75,000 25,000 or more in any single case or $200,000 50,000 or more in all such cases, cases (other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice), (Jvii) which is a consulting agreementthat involves Intellectual Property, license or service contract (including data processing, software programming and licensing contracts and outsourcing contractsviii) which involves that provides for the payment by JCB of $100,000 payments or more other benefits upon a change in annual feescontrol thereof, (Kix) which relates that would entitle any present or former director, officer, employee or agent of JCB to the settlement or other resolution of any legal proceeding in an amount in excess of $75,000 or that has any continuing obligations, liabilities or restrictions, (L) which relates to a partnership or joint venture or similar arrangement, (M) which is a lease for any real or material personal property owned or presently used by FNBB or any of its Subsidiaries, (N) which restricts the conduct of any business by FNBB or any of its Subsidiaries or limits the freedom of FNBB or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation or any of its Affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries to offer specified products or services to its customers or depositors on a priority or exclusive basis, indemnification from JCB or (Ox) which that is with respect to, or otherwise commits FNBB or any of its Subsidiaries it to do, any of the foregoing (collectivelyforegoing. It is not in default under any contract, “Material Contracts”). Except as set forth in Section 5.03(k)(i) agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the lapse of FNBB’s Disclosure Scheduletime or the giving of notice or both, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as would constitute such a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all such Material Contracts have been made available to TriCo as of the date hereofdefault.

Material Contracts; Defaults. (i) Except for documents as set forth in Section 5.03(k)(i5.03(l)(i) of FNBBTCB’s Disclosure Schedule, neither FNBB nor any of its Subsidiaries TCB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB or any of its Subsidiaries TCB to indemnification from FNBB or any of its SubsidiariesTCB, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ED) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $100,000 20,000 per annum, (FE) which is with or to a labor union or guild (including any collective bargaining agreement), (GF) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, in each case, in the ordinary course of business), (HG) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses of FNBB or any of its SubsidiariesTCB, (IH) which involves the purchase or sale of assets with a purchase price of $75,000 100,000 or more in any single case or $200,000 250,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JI) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves involve the payment of $100,000 20,000 or more in annual fees, (KJ) which relates to provides for the settlement or other resolution payment by TCB of any legal proceeding in an amount in excess payments upon a change of $75,000 or that has any continuing obligations, liabilities or restrictionscontrol thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MK) which is a lease for any real or material personal property owned or presently used by FNBB or any of its SubsidiariesTCB, (NL) which materially restricts the conduct of any business by FNBB or any of its Subsidiaries TCB or limits the freedom of FNBB or any of its Subsidiaries TCB to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation Bank or any of its Affiliates affiliates after consummation of the Transaction) or which requires exclusive referrals of business or requires FNBB or any of its Subsidiaries TCB to offer specified products or services to its their customers or depositors on a priority or exclusive basis, or (OM) which is with respect to, or otherwise commits FNBB or any of its Subsidiaries TCB to do, any of the foregoing (collectively, “Material Contracts”). Except as set Set forth in Section 5.03(k)(i5.03(l)(i) of FNBBTCB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as Schedule is a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance of this Agreement and the Bank Merger Agreement and the consummation of the Transaction. True, correct and complete copies of all list that includes each such Material Contracts have been made available to TriCo as of the date hereofContract.

Material Contracts; Defaults. (i) Except for documents set forth in Section 5.03(k)(i) of FNBB’s Disclosure Scheduleas Previously Disclosed, neither FNBB Feather River nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any of its directors, officers, employees, employees or with regards to the provision of services similar to those provided by an employee, independent contractors or consultants and involving the payment or value of more than $100,000 per annumconsultants, (B) which would entitle any present or former director, officer, employee, independent contractor, consultant employee or agent of FNBB Feather River or any of its Subsidiaries to indemnification from FNBB Feather River or any of its Subsidiaries, (C) which provides for the payment by FNBB or any of its Subsidiaries of severance or other compensation upon a merger, consolidation, acquisition, asset purchase, stock purchase or other business combination transaction involving FNBB or any of its Subsidiaries, including but not limited to, the Transaction, (D) which would be a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (E) which is an agreement (including data processing, software programming, consulting and licensing contracts) not terminable on sixty (60) 60 days or less notice and involving the payment or value of more than $100,000 25,000 per annum, (FD) which is with or to a labor union or guild (including any collective bargaining agreement), (GE) which relates to the incurrence of indebtedness or guaranty of any liability (other than deposit liabilities, advances and loans from the FHLB, and sales of securities subject to repurchase, or similar obligation, in each case, in the ordinary course of business), (HF) which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, rights, assets or businesses business of FNBB Feather River or any of its Subsidiaries, (IG) which involves the purchase or sale of assets with a purchase price of $75,000 25,000 or more in any single case or $200,000 50,000 in all such cases, other than purchases and sales of investment securities or government guaranteed and loans in the ordinary course of business consistent with past practice, (JH) which is a consulting agreement, license or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $100,000 25,000 or more in annual fees, (KI) which relates to provides for the settlement payment by Feather River or other resolution any of any legal proceeding in an amount in excess its Subsidiaries of $75,000 or that has any continuing obligations, liabilities or restrictionspayments upon a change of control thereof, (L) which relates to a partnership or joint venture or similar arrangement, (MJ) which is a lease for any real or material personal property owned or presently used by FNBB Feather River or any of its Subsidiaries, (NK) which materially restricts the conduct of any business by FNBB Feather River or any of its Subsidiaries or limits the freedom of FNBB Feather River or any of its Subsidiaries to engage in any line of business in any geographic area (or would so restrict the Surviving Corporation Feather River or any of its Affiliates Subsidiaries after consummation of the Transactiontransactions contemplated hereby) or which requires exclusive referrals of business or requires FNBB Feather River or any of its Subsidiaries to offer specified products or services to its their customers or depositors on a priority or exclusive basis, (L) which relates to a partnership or joint venture or similar arrangement, (OM) which relates to the settlement or other resolution of any legal proceeding in an amount in excess of $25,000 and that has any continuing obligations, liabilities or restrictions, (N) which is with respect to, or otherwise commits FNBB Feather River or any of its Subsidiaries to do, any of the foregoing, or (O) which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) (all of the foregoing (collectively, “Material Contracts”). Except as set forth in Section 5.03(k)(i) of FNBB’s Disclosure Schedule, no consents, approvals, notices or waivers are required to be obtained or delivered pursuant to the terms and conditions of any Material Contract as a result of FNBB’s and First National Bank’s (as applicable) execution, delivery or performance For purposes of this Agreement and Agreement, the Bank Merger Agreement and the consummation term “Material Contracts” does not include (A) loans made by, (B) unfunded loan commitments made by, (C) letters of the Transaction. Truecredit issued by, correct and complete copies (D) loan participations of, (E) Federal funds sold or purchased by, (F) repurchase agreements made by, (G) bankers acceptances of, or (H) deposit liabilities of, Feather River or any of all such Material Contracts have been made available to TriCo as of the date hereofits Subsidiaries.