Form 8-K

8-K — TRICO BANCSHARES /

Accession: 0001104659-26-083891

Filed: 2026-07-15

Period: 2026-07-12

CIK: 0000356171

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2620289d8_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2620289d8_ex2-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-07-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 15, 2026 (July 12, 2026)

TriCo Bancshares

(Exact Name of Registrant as Specified in Its

Charter)

California

(State or Other Jurisdiction of Incorporation)

000-10661

94-2792841

(Commission File Number)

(IRS Employer Identification No.)

63 Constitution Drive

Chico, California

95973

(Address of Principal Executive Offices)

(Zip Code)

(530) 898-0300

(Registrant’s Telephone Number, including

Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, no par value

TCBK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate

by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

Overview

On July 12, 2026, TriCo Bancshares, a California corporation (“TriCo”),

entered into an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) with First Hawaiian, Inc., a Delaware

corporation (“FHI”), and Horizon Merger Sub, Inc., a California corporation and a direct, wholly owned subsidiary of FHI (“Merger

Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge

with and into TriCo (the “Merger”), with TriCo surviving the Merger (the “Surviving Corporation”), and immediately

following the Merger, the Surviving Corporation will merge with and into FHI (the “Second Step Merger”, and together with

the Merger, the “Mergers”), with FHI continuing as the surviving entity in the Second Step Merger. Promptly following the

Second Step Merger, Tri Counties Bank, a California state-chartered non-member bank and wholly owned subsidiary of TriCo, will merge with

and into First Hawaiian Bank, a Hawaii state-chartered non-member bank and wholly owned subsidiary of FHI (the “Bank Merger”),

with First Hawaiian Bank continuing as the surviving bank in the Bank Merger.

The Merger Agreement was unanimously approved and adopted by the board

of directors of each of TriCo, FHI and Merger Sub.

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the

effective time of the Merger (the “Effective Time”), each share of common stock, no par value per share, of TriCo (“TriCo

Common Stock”) outstanding immediately prior to the Effective Time, other than shares of TriCo Common Stock owned, directly or indirectly,

by TriCo, FHI or any of their respective wholly owned subsidiaries (other than those held in a fiduciary capacity or as a result of debts

previously contracted), will be converted into the right to receive 2.095 shares (the “Exchange Ratio”) of common stock, par

value $0.01 per share, of FHI (“FHI Common Stock”). Holders of TriCo Common Stock will receive cash in lieu of fractional

shares.

Treatment of TriCo Equity Awards

Pursuant to the terms of the Merger Agreement, at the Effective Time,

equity-based awards outstanding under TriCo’s equity-based incentive compensation plans immediately prior to the Effective Time

will generally be subject to the following treatment:

· Each outstanding TriCo performance-based restricted stock unit award granted more than 12 months prior to the Effective Time will

be cancelled and converted into the right to receive a number of fully vested shares of FHI Common Stock, based on the number of shares

underlying the TriCo equity award immediately prior to the Effective Time that would be earned based on the actual level of achievement

of the applicable performance goals through the business day prior to the Effective Time, prorated for the portion of the applicable performance

period elapsed through such date and adjusted based on the Exchange Ratio.

· Each other outstanding TriCo performance-based restricted stock unit award will be assumed and converted into a corresponding restricted

stock unit award in respect of FHI Common Stock, with the number of shares underlying such award determined based on the number of shares

underlying the TriCo equity award immediately prior to the Effective Time that would be earned assuming the achievement of the applicable

performance goals based on target performance and adjusted based on the Exchange Ratio, generally subject to the same terms and conditions

(including service-based vesting terms and any applicable change in control and termination of employment protection, but excluding any

performance-based vesting conditions) as applied to the corresponding TriCo equity award immediately prior to the Effective Time.

· Each outstanding TriCo time-based restricted stock unit award will be assumed and converted into a corresponding restricted stock

unit award in respect of FHI Common Stock, with the number of shares underlying such award determined based on the number of shares underlying

the TriCo equity award immediately prior to the Effective Time and adjusted based on the Exchange Ratio, generally subject to the same

terms and conditions (including vesting terms and any applicable change in control and termination of employment protection) as applied

to the corresponding TriCo equity award immediately prior to the Effective Time.

Corporate Governance

The Merger Agreement also provides that, at the Effective Time, four

directors of TriCo as of immediately prior to the Effective Time will be added to FHI’s board of directors. In addition, the Merger

Agreement provides that, effective as of the Effective Time, the board of directors of First Hawaiian Bank will be reconstituted so that

its membership mirrors the composition of FHI’s board of directors, including the directors of TriCo who will be appointed to FHI’s

board of directors in connection with the Merger. Subject to the requirements of applicable law, after the closing of the Bank Merger,

First Hawaiian Bank will operate Tri Counties Bank as a division of First Hawaiian Bank.

Representations and Warranties; Covenants

The Merger Agreement contains customary representations and warranties

from both FHI and TriCo, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the

conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (2) its obligations

to call a meeting of its stockholders or shareholders, as applicable, to approve, in the case of TriCo, the Merger Agreement and the transactions

contemplated thereby (the “TriCo Shareholder Approval”), and, in the case of FHI, the issuance of shares of FHI Common Stock

to be issued to TriCo’s shareholders in the Merger (the “FHI Stockholder Approval”) and, subject to certain exceptions,

for the board of directors of each of FHI and TriCo to recommend that its stockholders or shareholders, as applicable, vote in favor of

such approvals, and (3) its non-solicitation obligations relating to alternative acquisition proposals. FHI and TriCo have also agreed

to use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents

and approvals for consummation of the transactions contemplated by the Merger Agreement.

Closing Conditions

The completion of the Merger is subject to customary conditions, including

(1) receipt of the FHI Stockholder Approval and the TriCo Shareholder Approval, (2) the filing of a notification of listing

of the shares of FHI Common Stock to be issued in the Merger in accordance with the Nasdaq Stock Market’s listing rules, (3) receipt

of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit

Insurance Corporation, the Hawaii Department of Commerce and Consumer Affairs, Division of Financial Institutions and the California Department

of Financial Protection and Innovation, (4) effectiveness of the registration statement on Form S-4 for the FHI Common Stock

to be issued in the Merger, and (5) the absence of any order, injunction, decree or other legal restraint preventing the completion

of the Mergers, the Bank Merger or any of the other transactions contemplated by the Merger Agreement or making the completion of the

Mergers, the Bank Merger or any of the other transactions contemplated by the Merger Agreement illegal. Each party’s obligation

to complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the

accuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of

its obligations under the Merger Agreement and (3) receipt by such party of an opinion from its counsel to the effect that the Mergers,

taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code

of 1986, as amended.

Termination; Termination Fee

The Merger Agreement provides certain termination rights for both TriCo

and FHI and further provides that a termination fee of $80,000,000 will be payable by either TriCo or FHI in the event of termination

of the Merger Agreement under certain circumstances.

Voting and Support Agreements

Concurrently with the execution of the Merger Agreement and as a condition

to FHI’s willingness to enter into the Merger Agreement, each member of the TriCo board of directors entered into a voting and support

agreement with FHI (the “Voting and Support Agreements”), pursuant to which, among other things, each director has agreed

(in such director’s capacity as a shareholder only) to (a) vote all of the shares of TriCo Common Stock owned by such director:

(i) in favor of the adoption of the Merger Agreement and (ii) against alternative transactions or other proposals that are intended to

or would reasonably be expected to prevent or materially delay the Merger, (b) grant a corresponding proxy with respect to such director’s

shares under certain circumstances and (c) until the receipt of the TriCo Shareholder Approval, not, directly or indirectly, sell, assign,

transfer or otherwise dispose of such director’s shares of TriCo Common Stock, subject to certain customary exceptions. Each of

the Voting and Support Agreements will terminate at the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement

in accordance with its terms, and (c) any amendment to the Merger Agreement without the prior written consent of the director party thereto

if such amendment diminishes the Merger Consideration, changes the form of Merger Consideration or extends the termination date of the

Merger Agreement other than pursuant to any extension right expressly provided in the Merger Agreement. The Voting and Support Agreements

are each substantially in the form included as Exhibit B to the Merger Agreement, which is attached to this Current Report

on Form 8-K as Exhibit 2.1.

Important Statement Regarding the Merger Agreement

The foregoing description of the Merger Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto

as Exhibit 2.1 and is incorporated herein by reference.

The representations, warranties and covenants of each party set forth

in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement;

may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the

purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and

may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly,

the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors

should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation

of the Merger and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.

Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement,

which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement

is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide

investors with any other factual information regarding TriCo or FHI, their respective affiliates or their respective businesses. The Merger

Agreement should not be read alone, but should instead be read in conjunction with the other information regarding TriCo, FHI, their respective

affiliates or their respective businesses, the Merger Agreement and the transactions contemplated thereby that will be contained in, or

incorporated by reference into, the Registration Statement on Form S-4 that will include a joint proxy statement of FHI and TriCo and

a prospectus of FHI, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other

filings that each of TriCo and FHI makes with the Securities and Exchange Commission.

Item 5.02 Departure of Directors or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers’

In connection with the approval of the Merger Agreement and in recognition

of his exemplary service to TriCo over the past 30+ years and the shareholder value that will result from the Transaction, the TriCo board

of directors approved the grant to Richard P. Smith, TriCo’s Chairman, President and Chief Executive Officer, of a special one-time

transaction bonus in the amount of $2,500,000, to be paid at the closing of the Merger in the form of cash, time-based restricted stock

unit awards or a combination of the two, subject to the continued employment of Mr. Smith

with TriCo through the closing of the Merger.

Item 9.01 Financial Statements and Exhibits

Exhibit

Description

2.1

Agreement and Plan of Reorganization and Merger, dated as of July 12, 2026, by and among First Hawaiian, Inc., TriCo Bancshares and Horizon Merger Sub, Inc.*

104

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation

S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that the parties may

request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

FORWARD-LOOKING STATEMENTS

This communication may contain “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements regarding the expected timing, completion

and effects of the proposed business combination transaction between First Hawaiian, Inc. (“FHI”) and TriCo Bancshares (“TriCo”)

(the “Transaction”) and the plans, objectives, expectations and intentions of FHI and TriCo. Any statement that does not describe

historical or current facts is a forward-looking statement. Forward-looking statements are often, but not always, made through the use

of words or phrases such as “annualized,” “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “goal,” “intend,” “may,” “might,” “outlook,”

“plan,” “potential,” “predict,” “projection,” “seek,” “should,”

“target,” “will,” “would” or the negative version of those words or other comparable words or phrases

of a future or forward-looking nature.

FHI and TriCo caution that the forward-looking statements in this communication

are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult

to assess and are subject to change based on factors which are, in many instances, beyond FHI’s and TriCo’s control. A number

of important factors could cause actual results to differ materially from those indicated in these forward-looking statements, including

the following: changes in general economic, political, or industry conditions, and in conditions impacting the banking industry specifically;

uncertainty in U.S. fiscal, monetary and trade policy, including the interest rate policies of the Federal Reserve Board or the effects

of any declines in housing and commercial real estate prices, high or increasing unemployment rates, continued or renewed inflation, the

impact of proposed or imposed tariffs by the U.S. government or retaliatory tariffs proposed or imposed by U.S. trading partners that

could have an adverse impact on customers or any recession or slowdown in economic growth particularly in the markets in which FHI and

TriCo conduct business, including Hawaii, Guam, Saipan and California; volatility and disruptions in global capital and credit markets;

the impact of bank failures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity

of banks; changes in interest rates that could significantly reduce net interest income and negatively affect asset yields and valuations

and funding sources, including impacts on prepayment speeds; competitive pressures among financial institutions and nontraditional providers

of financial services, including on product pricing and services; concentrations within FHI’s or TriCo’s loan portfolio (including

commercial real estate loans) or other asset classes, and the parties’ ability to attract and retain customer deposits, large loans

to certain borrowers, access liquidity and capital, and manage deposit costs and funding sources; the success, impact, and timing of FHI’s

and TriCo’s respective business strategies, including market acceptance of any new products or services and FHI’s and TriCo’s

ability to successfully implement strategic, operational, technology and integration initiatives; the failure to properly use and protect

customer and employee information and data; cybersecurity risks, including the occurrence of fraudulent activity or a material breach

of, or disruption to, the security of FHI’s, TriCo’s or their vendors’ systems; risks related to the development, implementation,

use and management of artificial intelligence and other emerging technologies; the effects of failures or interruptions of information,

communications or third-party service-provider systems; the nature, extent, timing, and results of governmental actions, examinations,

reviews, reforms, regulations, and interpretations; changes in laws or regulations; adverse weather conditions, natural disasters and

other catastrophic events such as wildfires; the occurrence of any event, change or other circumstances that could give rise to the right

of one or both of the parties to terminate the merger agreement to which FHI and TriCo are parties; the outcome of any legal proceedings

that may be instituted against FHI or TriCo, including potential litigation relating to the Transaction; delays in completing the Transaction;

the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that

could adversely affect the combined company or the expected benefits of the Transaction); the failure to obtain stockholder or shareholder

approvals, as applicable, or to satisfy any of the other conditions to the closing of the Transaction on a timely basis or at all; changes

in FHI’s or TriCo’s share price before closing, including as a result of the financial performance of the other party prior

to closing, or more generally due to broader stock market movements, and the performance of financial companies and peer group companies;

the possibility that the anticipated benefits of the Transaction are not realized when expected or at all, including as a result of the

impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive

factors in the areas where FHI and TriCo do business; certain restrictions during the pendency of the proposed Transaction that may impact

the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the Transaction may

be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s

attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships,

including those resulting from the announcement or completion of the Transaction; the ability to complete the Transaction and integration

of FHI and TriCo promptly and successfully; the dilution caused by FHI’s issuance of additional shares of its capital stock in connection

with the Transaction; and other factors that may affect the future results of FHI and TriCo.

The foregoing factors should not be considered an exhaustive list and

should be read together with the other cautionary statements set forth in FHI’s Annual Report on Form 10-K for the year ended December

31, 2025 and its latest Quarterly Report on Form 10-Q, which are on file with the Securities and Exchange Commission (the “SEC”)

and available on FHI’s investor relations website, https://ir.fhb.com, under the heading “SEC Filings,” and in other

documents FHI files with the SEC, and in TriCo’s Annual Report on Form 10-K for the year ended December 31, 2025 and its latest

Quarterly Report on Form 10-Q, which are on file with the SEC and available on TriCo’s website, www.tcbk.com, under the “About”

tab and the “Investor Relations” link and then under the heading “SEC Filings” and in other documents TriCo files

with the SEC. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove

to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any

such forward-looking statements.

Any forward-looking statement speaks only as of the date on which it

is made, and neither FHI nor TriCo undertakes any obligation to update any forward-looking statement, whether as a result of new information,

future developments or otherwise, except as required by applicable law.

IMPORTANT ADDITIONAL INFORMATION AND WHERE

TO FIND IT

In connection with the proposed Transaction, FHI will file with the

SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of FHI and TriCo and a Prospectus of FHI, as well as

other relevant documents concerning the Transaction. Certain matters in respect of the Transaction involving FHI and TriCo will be submitted

to FHI’s stockholders and TriCo’s shareholders, as applicable, for their consideration.

This communication does not constitute an offer to sell or the solicitation

of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities, in any jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. INVESTORS, FHI STOCKHOLDERS AND TRICO SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS

REGARDING THE TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION,

AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Stockholders or shareholders, as applicable, will be able to obtain

a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about the Transaction,

FHI and TriCo, without charge, at the SEC’s website, www.sec.gov. Copies of the joint proxy statement/prospectus and the filings

with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing

a request to First Hawaiian, Inc., Attention: Secretary, 999 Bishop Street, Honolulu, HI 96813, (808) 525-7000 or to TriCo Bancshares,

Attention: Shareholder Services, 63 Constitution Drive, Chico, CA 95973, (530) 898-0300.

PARTICIPANTS IN THE SOLICITATION

FHI, TriCo, and certain of their respective directors and executive

officers may be deemed to be participants in the solicitation of proxies from FHI stockholders or TriCo shareholders in connection with

the Transaction under the rules of the SEC. Information regarding FHI’s directors and executive officers is available in the sections

entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters” in FHI’s Annual Report on Form 10-K for the fiscal year ended December 31,

2025, which was filed with the SEC on February 27, 2026 (available here);

in the sections entitled “Corporate Governance and Board Matters,” “Compensation Discussion and Analysis,” “Executive

Compensation Tables,” “Biographies of Executive Officers” and “Security Ownership of Certain Beneficial Owners,

Directors and Management” in FHI’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders, which was

filed with the SEC on March 12, 2026 (available here);

and other documents filed by FHI with the SEC. Information regarding TriCo’s directors and executive officers is available in the

sections entitled “Directors, Executive Officers and Corporate Governance” and “Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters;” in TriCo’s Annual Report on Form 10-K for the fiscal year ended December

31, 2025, which was filed with the SEC on March 2, 2026 (available here);

in the sections entitled “Board of Directors,” “Corporate Governance, Board Nominations and Board Committees,”

“Compensation of Directors,” “Ownership of Voting Securities,” “Compensation Discussion and Analysis”

and “Compensation of Named Executive Officers” in TriCo’s definitive proxy statement relating to its 2026 Annual Meeting

of Shareholders, which was filed with the SEC on April 17, 2026 (available here);

and other documents filed by TriCo with the SEC. To the extent holdings of FHI common stock by the directors and executive officers of

FHI or holdings of TriCo common stock by directors and executive officers of TriCo have changed from the amounts held by such persons

as reflected in the documents described above, such changes have been or will be reflected on Statements of Change in Ownership on Form 4

filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect

interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus relating to the Transaction. Free

copies of this document, when available, may be obtained as described in the preceding paragraph.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRICO BANCSHARES

Date: July 15, 2026

By:

/s/ Richard P. Smith

Name:

Richard P. Smith

Title:

Chairman, President & Chief Executive Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2620289d8_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

AGREEMENT

AND PLAN OF REORGANIZATION AND MERGER

by and among

FIRST

HAWAIIAN, INC.,

TRICO

BANCSHARES,

and

HORIZON MERGER SUB, INC.

Dated

as of July 12, 2026

TABLE OF CONTENTS

Page

Article 1 MERGERS

1.1

The Merger

1.2

Closing

1.3

Effective Time

1.4

Effects of the Merger

1.5

Conversion of Stock

1.6

Treatment of Company Equity Awards

1.7

Articles of Incorporation and Bylaws

1.8

Merger Sub Directors and Officers

1.9

Second Step Merger

1.10

Bank Merger

Article 2 DELIVERY OF MERGER CONSIDERATION

2.1

Delivery of Merger Consideration

2.2

Exchange Procedures

Article 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1

Corporate Organization

3.2

Capitalization

3.3

Authority; No Violation

3.4

Consents and Approvals

3.5

Reports

3.6

Financial Statements

3.7

Broker’s Fees

3.8

Absence of Changes

3.9

Compliance with Applicable Law

3.10

State Takeover Laws

3.11

Company Benefit Plans

3.12

Opinion

3.13

Company Information

3.14

Legal Proceedings

3.15

Material Contracts

3.16

Environmental Matters

3.17

Taxes

3.18

Reorganization

3.19

Intellectual Property; Information Security

3.20

Properties

3.21

Insurance

3.22

Accounting and Internal Controls

3.23

Risk Management Instruments

-i-

3.24

Loan Matters

3.25

Community Reinvestment Act Compliance

3.26

Investment Securities

3.27

Related Party Transactions

3.28

Labor

3.29

No Investment Advisor Subsidiary; No Broker-Dealer Subsidiary

3.30

No Additional Representations

Article 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

4.1

Corporate Organization

4.2

Capitalization

4.3

Authority; No Violation

4.4

Consents and Approvals

4.5

Reports

4.6

Financial Statements

4.7

Broker’s Fees

4.8

Absence of Changes

4.9

Compliance with Applicable Law

4.10

State Takeover Laws

4.11

Parent Benefit Plans

4.12

Opinion

4.13

Parent Information

4.14

Legal Proceedings

4.15

Material Contracts

4.16

Taxes

4.17

Intellectual Property; Information Security and Technology

4.18

Properties

4.19

Environmental Matters

4.20

Insurance

4.21

Accounting and Internal Controls

4.22

Risk Management Instruments

4.23

Loan Matters

4.24

Community Reinvestment Act Compliance

4.25

Related Party Transactions

4.26

Investment Securities

4.27

Reorganization

4.28

Labor

4.29

No Additional Representations

Article 5 COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1

Conduct of Businesses Prior to the Effective Time

5.2

Company Forbearances

5.3

Parent Forbearances

-ii-

Article 6 ADDITIONAL AGREEMENTS

6.1

Regulatory Matters

6.2

Reasonable Best Efforts

6.3

Access to Information

6.4

Shareholder Approval and Stockholder Approval

6.5

Nasdaq Listing

6.6

Employee Matters

6.7

Indemnification; Directors’ and Officers’ Insurance

6.8

Exemption from Liability Under Rule 16(b)-3

6.9

Acquisition Proposals

6.10

Takeover Laws

6.11

Notification of Certain Matters

6.12

Litigation

6.13

Treatment of Company Debt

6.14

Third-Party Consents and Agreements

6.15

Certain Tax Matters

6.16

Merger Sub

6.17

Change in Structure

6.18

Dividends

6.19

Corporate Governance

6.20

Additional Agreements

6.21

Restructuring Efforts

Article 7 CONDITIONS PRECEDENT

7.1

Conditions to Each Party’s Obligation to Effect the Merger

7.2

Conditions to Obligations of Parent and Merger Sub

7.3

Conditions to Obligations of Company

Article 8 TERMINATION AND AMENDMENT

8.1

Termination

8.2

Effect of Termination

8.3

Fees and Expenses

8.4

Amendment

8.5

Extension; Waiver

Article 9 GENERAL PROVISIONS

9.1

Non-survival of Representations, Warranties and Agreements

9.2

Notices

9.3

Interpretation

9.4

Counterparts

9.5

Entire Agreement

9.6

Governing Law; Jurisdiction

9.7

Waiver of Jury Trial

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9.8

Publicity

9.9

Assignment; Third-Party Beneficiaries

9.10

Specific Performance

9.11

Confidential Supervisory Information

Exhibit A – Form of Bank Merger Agreement

Exhibit B – Form of Voting Agreement

-iv-

INDEX OF DEFINED TERMS

Section

Accelerated Company PSU

1.6(a)

Acquisition Proposal

6.9(a)

Adjusted PSU

1.6(a)

Adjusted RSU

1.6(c)

Affiliate

3.14

Agreement

Preamble

Approvals

6.1(b)

Bank Merger

Recitals

Bank Merger Agreement

1.10

Bankruptcy and Equity Exception

3.3(a)

BHC Act

3.1(a)

BOLI

3.21(b)

Book-Entry Share

1.5(d)

Business Day

9.3

California Second Step Merger Filing

1.9(a)

California Secretary

1.3

CCC

1.1

Certificate

1.5(d)

Closing

1.2

Closing Date

1.2

Code

Recitals

Company

Preamble

Company Articles

3.1(b)

Company Benefit Plan

3.11(a)

Company Bank

Recitals

Company Board

1.6(e)

Company Board Recommendation

6.4(a)

Company Bylaws

3.1(b)

Company Capitalization Date

3.2(a)

Company Common Stock

3.2(a)

Company Designated Directors

6.19

Company Disclosure Schedule

Article 3

Company Equity Awards

1.6(f)(i)

Company ESOP

3.11(l)

Company Insider

3.28(d)

Company IT Assets

3.19(m)(i)

Company Leased Properties

3.20

Company Loans

3.24(a)

Company Owned Intellectual Property

3.19(m)(ii)

Company Owned Properties

3.20

Company Preferred Stock

3.2(a)

Company PSUs

1.6(f)(ii)

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Section

Company Real Property

3.20

Company Recommendation Change

6.4(a)

Company SEC Reports

3.5(b)

Company Shareholder Approval

3.3(a)

Company Special Meeting

3.4

Company Stock Plans

1.6(f)(ii)

Confidentiality Agreement

6.3(b)

Continuing Company PSU

1.6(b)

Continuing Company RSU

1.6(c)

Continuing Employee

6.6(a)

D&O Insurance

6.7(b)

Delaware Second Step Merger Filing

1.9(a)

DGCL

1.9(a)

Effective Time

1.3

Environmental Laws

3.16

ERISA

3.11(a)

ERISA Affiliate

3.11(f)

ESOP Amendment

6.6(d)(i)

Exchange Act

3.5(b)

Exchange Agent

2.1

Exchange Agent Agreement

2.1

Exchange Fund

2.1

Exchange Ratio

1.5(a)

Exchanged Shares

2.2(a)

FDIC

3.1(c)

Federal Reserve

3.4

First Step Merger Filings

1.3

Form S-4

3.4

GAAP

3.6(a)

Generative AI Tool

3.19(m)(iii)

Governmental Entity

3.4

Hazardous Substance

3.16

Indemnified Parties

6.7(a)

Inputs

3.19(m)(iv)

Intellectual Property

3.19(m)(v)

IRS

3.17(b)

IRS Determination

6.6(d)(iii)

IT Assets

3.19(m)(vi)

Joint Proxy Statement/Prospectus

3.4

Knowledge of Parent

9.3

Knowledge of the Company

9.3

Last Condition Satisfaction Date

1.2

Law

3.3(b)

Lease

3.20

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Section

Letter of Transmittal

2.2(a)

Liens

3.2(e)

Malicious Code

3.19(m)(vii)

Material Adverse Effect

3.1(a)

Material Contract

3.15(a)

Materially Burdensome Regulatory Condition

6.1(d)

Merger

Recitals

Merger Consideration

1.5(a)

Merger Sub

Preamble

Merger Sub Board

4.3(a)

Merger Sub Common Stock

1.5(c)

Mergers

Recitals

Multiemployer Plan

3.11(f)

Multiple Employer Plan

3.11(f)

Nasdaq

2.2(f)

Parent

Preamble

Parent Bank

Recitals

Parent Benefit Plan

4.11(a)

Parent Board

1.9(f)

Parent Board Recommendation

6.4(c)

Parent Bylaws

1.9(e)

Parent Capitalization Date

4.2(a)

Parent Certificate

1.9(d)

Parent Common Stock

4.2(a)

Parent Contract

4.15(a)

Parent Disclosure Schedule

Article 4

Parent Equity Awards

4.2(a)

Parent ESPP

4.2(a)

Parent Insider

4.28(d)

Parent IT Assets

4.17(a)

Parent Loans

4.23

Parent Non-Voting Common Stock

4.2(a)

Parent Owned Intellectual Property

4.17(a)

Parent Owned Properties

4.18

Parent Preferred Stock

4.2(a)

Parent PSUs

4.2(a)

Parent Real Property

4.18

Parent Recommendation Change

6.4(c)

Parent RSA

4.2(a)

Parent RSUs

4.2(a)

Parent SEC Reports

4.5(b)

Parent Share Issuance

3.4

Parent Special Meeting

3.4

Parent Stockholder Approval

4.3(a)

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Section

Parent Stock Plan

4.2(a)

Pass-Through Vote

6.4(b)

PBGC

3.11(g)

Performance End Date

1.6(a)

Permitted Encumbrances

3.17(f)

Person

9.3

Personal Information

3.19(m)(viii)

Premium Cap

6.7(b)

Privacy and Security Requirements

3.19(m)(ix)

Process

3.19(m)(x)

Registered

3.19(m)(xi)

Regulatory Agencies

3.5(a)

Regulatory Agreement

3.9(c)

Release

3.16

Representatives

6.9(a)

Requisite Regulatory Approvals

6.1(b)

Sarbanes-Oxley Act

3.5(b)

SEC

3.4

Second Effective Time

1.9(a)

Second Step Merger

Recitals

Second Step Merger Filings

1.9(a)

Securities Act

3.2(c)

Software

3.19(m)(xii)

Specified Date

8.1(c)

Subsidiary

3.1(c)

Surviving Corporation

Recitals

Surviving Entity

Recitals

Takeover Laws

3.10

Tax

3.17(k)

Tax Return

3.17(k)

Termination Date

8.1(c)

Termination Fee

8.2(b)(i)

Trade Secrets

3.19(m)(v)

Treasury Department

3.9(d)

Treasury Shares

1.5(b)

Voting Agreement

Recitals

Voting Debt

3.2(c)

WARN Act

3.28(c)

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AGREEMENT

AND PLAN OF REORGANIZATION AND MERGER

THIS

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of July 12, 2026 (this “Agreement”),

is by and among First Hawaiian, Inc., a Delaware corporation (“Parent”), TriCo Bancshares, a California corporation

(the “Company”), and Horizon Merger Sub, Inc., a California corporation and a wholly owned Subsidiary of Parent

(“Merger Sub”).

Recitals

A.            The

Boards of Directors of Parent, the Company and Merger Sub have determined that it is in the best interests of their respective companies

and shareholders and stockholders, as applicable, to consummate the strategic business combination transaction provided for in this Agreement

and have approved this Agreement.

B.            On

the terms and subject to the conditions set forth in this Agreement, Merger Sub will merge with and into the Company (the “Merger”),

with the Company as the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”).

C.            Immediately

following the Merger and as part of a single integrated transaction, the Surviving Corporation will merge with and into Parent (the “Second

Step Merger,” and together with the Merger, the “Mergers”), with Parent as the surviving entity in the Second

Step Merger (sometimes hereinafter referred to as the “Surviving Entity”).

D.            Promptly

following the Second Step Merger, Tri Counties Bank, a California-chartered non-member bank and wholly owned Subsidiary of the Company

(“Company Bank”), will merge with and into First Hawaiian Bank, a Hawaii state-chartered non-member bank and wholly

owned Subsidiary of Parent (“Parent Bank”), with Parent Bank as the surviving bank (the “Bank Merger”).

E.            The

parties intend that the Merger and the Second Step Merger, taken together, shall be treated as a single integrated transaction and shall

qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended

(the “Code”), and that this Agreement shall constitute a “plan of reorganization” for purposes of

Sections 354 and 361 of the Code.

F.            Concurrently

with the execution and delivery of this Agreement and as a condition to Parent’s willingness to enter into this Agreement, Parent

and each member of the Board of Directors of the Company are entering into voting and support agreements (each, a “Voting Agreement”),

the form of which is attached hereto as Exhibit B, pursuant to which, among other things, each such director has agreed to approve

this Agreement, upon the terms and subject to the conditions set forth therein.

G.            The

parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain

conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants,

representations, warranties and agreements contained in this Agreement, and intending to be legally bound hereby, the parties agree as

follows:

Article 1

MERGERS

1.1           The

Merger. Subject to the terms and conditions of this Agreement, in accordance with the applicable provisions of the California Corporations

Code (the “CCC”), at the Effective Time, Merger Sub shall merge with and into the Company in the Merger. The Company

shall be the Surviving Corporation in the Merger as a wholly owned Subsidiary of Parent and shall continue its existence under the Laws

of the State of California. As of the Effective Time, the separate corporate existence of Merger Sub shall cease.

1.2           Closing.

On the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing”)

shall take place by electronic exchange of documents at 10:00 a.m., Pacific Time, on (a) the first Business Day of the month following

the date on which each of the conditions set forth in Article 7 (other than those conditions that by their nature are to

be satisfied or waived at the Closing but subject to the satisfaction or waiver of those conditions) has been satisfied or waived (such

date, the “Last Condition Satisfaction Date”); provided, that if the Termination Date would occur (i) on

or following the third Business Day following the Last Condition Satisfaction Date, but (ii) prior to the date that the Closing

would otherwise be scheduled to occur pursuant to clause (a), then the Closing shall instead occur on the third Business Day following

the Last Condition Satisfaction Date; provided, further, that if the Last Condition Satisfaction Date is within the first

ten (10) calendar days of a calendar month, then the Closing shall occur on a date that is no later than the fifth Business Day

following the Last Condition Satisfaction Date; or (b) such other date as mutually agreed in writing by Parent and the Company (such

date on which the Closing actually occurs, the “Closing Date”).

1.3           Effective

Time. Subject to the terms and conditions of this Agreement, on or (if agreed by the Company and Parent) before the Closing Date,

the parties will execute and cause a copy of this Agreement, together with the related officers’ certificates and other necessary

documents relating to the Merger to be filed with the Secretary of State of the State of California (the “California Secretary”)

in accordance with the applicable provisions of the CCC (the “First Step Merger Filings”). The Merger shall become

effective at such time as specified in the First Step Merger Filings. The term “Effective Time” shall be the date

and time when the Merger becomes effective in accordance therewith.

1.4           Effects

of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the CCC.

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1.5           Conversion

of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or Parent

or the shareholders or stockholders, as applicable, of any of the foregoing:

(a)           Company

Common Stock. Each share of Company Common Stock, excluding Treasury Shares, issued and outstanding immediately prior to the Effective

Time shall be converted into the right to receive 2.095 shares of Parent Common Stock (the “Exchange Ratio”),

subject to any adjustments pursuant to Section 1.5(e) (the “Merger Consideration”), and subject to

the payment of any cash in lieu of fractional shares pursuant to Section 2.2(f). At the Effective Time, all shares of Company

Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist.

(b)           Cancellation

of Treasury Shares. Any shares of Company Common Stock owned by the Company as treasury stock or owned, directly or indirectly, by

Parent or the Company or any of their respective wholly owned Subsidiaries (other than those held in a fiduciary capacity or as a result

of debts previously contracted) (“Treasury Shares”), shall automatically be cancelled and retired and shall cease

to exist at the Effective Time, and no consideration shall be issued in exchange therefor.

Merger Sub Common Stock. Each share of common stock of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding

immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation, which shall constitute

the only outstanding shares of capital stock of the Surviving Corporation.

(d)           Effect

of Conversion. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to

this Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective

Time, and each certificate previously representing any such shares of Company Common Stock (each, a “Certificate”)

and each non-certificated share of Company Common Stock evidenced in book-entry form (“Book-Entry Share”) shall thereafter

represent only the right to receive the Merger Consideration and/or cash in lieu of fractional shares, into which the shares of Company

Common Stock represented by such Certificate or Book-Entry Share have been converted pursuant to this Section 1.5 and Section 2.2(f),

as well as any dividends to which holders of Company Common Stock become entitled in accordance with Section 2.2(c).

(e)           Adjustments

to Exchange Ratio. If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall

have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization,

recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, or there

shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Exchange Ratio

to give the Company and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such

event; provided, that nothing contained in this sentence shall be construed to permit Parent or the Company to take any action

with respect to its securities or otherwise that is otherwise prohibited by the terms of this Agreement.

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1.6           Treatment

of Company Equity Awards.

(a)           At

the Effective Time, each performance-based restricted stock unit award in respect of shares of Company Common Stock that has been granted

under a Company Stock Plan more than twelve (12) months prior to the Effective Time and is outstanding, unvested and unsettled immediately

prior to the Effective Time (an “Accelerated Company PSU”) shall be cancelled and converted automatically into the

right to receive a number of fully vested shares of Parent Common Stock equal to the product of (i) the product of (A) the

number of shares of Company Common Stock subject to such Accelerated Company PSU immediately prior to the Effective Time that would be

earned based on the achievement of the applicable performance goals through the Business Day prior to the Effective Time (the “Performance

End Date”) (which amount shall be reasonably determined by the Company no earlier than seven (7) Business Days prior to

the Effective Time in the ordinary course of business consistent with past practice and in consultation with Parent), multiplied by (B) a

fraction, the numerator of which equals the number of days in the performance period elapsed through the Performance End Date and the

denominator of which equals the number of days in the original performance period, multiplied by (ii) the Exchange Ratio, less applicable

Taxes required to be withheld, with any fractional shares rounded to the nearest whole share of Parent Common Stock.

(b)           At

the Effective Time, each performance-based restricted stock unit award in respect of shares of Company Common Stock that has been granted

under a Company Stock Plan other than an Accelerated Company PSU and is outstanding, unvested and unsettled immediately prior to the

Effective Time (a “Continuing Company PSU”) shall be assumed and converted automatically into a restricted stock unit

in respect of Parent Common Stock (an “Adjusted PSU”) relating to the number of shares of Parent Common Stock equal

to the product of (i) the number of shares of Company Common Stock subject to such Continuing Company PSU immediately prior to the

Effective Time that would be earned assuming the achievement of the applicable performance goals as of immediately prior to the Effective

Time based on target performance, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded to the nearest whole

share of Parent Common Stock. Except as specifically provided in this Section 1.6(b) and Section 1.6(b) of

the Company Disclosure Schedule, each such Adjusted PSU shall be subject to the same terms and conditions (including vesting terms and

any change in control and termination of employment protection under the Company Stock Plans and Continuing Company PSU award agreements)

as applied to the Continuing Company PSU immediately prior to the Effective Time; provided, that each such Adjusted PSU shall

be subject only to service-based vesting through the end of the original performance period under the applicable Continuing Company PSU

and shall no longer be subject to any performance conditions.

the Effective Time, each time-based restricted stock unit award in respect of shares of Company Common Stock that has been granted under

a Company Stock Plan and is outstanding, unvested and unsettled immediately prior to the Effective Time (a “Continuing Company

RSU”) shall be assumed and converted automatically into a restricted stock unit in respect of Parent Common Stock (an “Adjusted

RSU”) relating to the number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company

Common Stock subject to such Continuing Company RSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio,

with any fractional shares rounded to the nearest whole share of Parent Common Stock. Except as specifically provided in this Section 1.6(c) and

Section 1.6(c) of the Company Disclosure Schedule, each such Adjusted RSU shall be subject to the same terms and conditions

(including vesting terms and any change in control and termination of employment protection under the Company Stock Plans and Continuing

Company RSU award agreements) as applied to the Continuing Company RSU immediately prior to the Effective Time.

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(d)           Promptly

following the Effective Time, Parent shall file a post-effective amendment to the Form S-4 or an effective registration statement

on Form S-8 with respect to the Parent Common Stock subject to the applicable adjusted Company Equity Awards, as required under

the Securities Act.

(e)           At

or prior to the Effective Time, the Company, the Board of Directors of the Company (the “Company Board”) or the Compensation

Committee of the Company Board, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the

treatment of the Company Equity Awards consistent with the provisions of this Section 1.6.

(f)            For

purposes of this Agreement, the following terms shall have the following meanings:

(i)            “Company

Equity Awards” means the Company PSUs and the Continuing Company RSUs.

(ii)           “Company

PSUs” means the Accelerated Company PSUs and the Continuing Company PSUs.

(iii)          “Company

Stock Plans” means the TriCo Bancshares 2019 Equity Incentive Plan and the TriCo Bancshares 2024 Equity Incentive Plan.

1.7           Articles

of Incorporation and Bylaws. At the Effective Time, the articles of incorporation of the Company as in effect immediately prior to

the Effective Time shall be amended and restated in their entirety to reflect the terms of the articles of incorporation of Merger Sub

as in effect immediately prior to the Effective Time, and as so amended shall be the articles of incorporation of the Surviving Corporation

until thereafter amended as provided therein or as provided by applicable Law. At the Effective Time, the bylaws of Merger Sub, as in

effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided

therein or as provided by applicable Law.

1.8           Merger

Sub Directors and Officers. The directors of Merger Sub in office immediately prior to the Effective Time, or such other individuals

as Parent may designate prior to the Effective Time, shall serve as the directors of the Surviving Corporation from and after the Effective

Time in accordance with the Bylaws of the Surviving Corporation. The officers of Merger Sub in office immediately prior to the Effective

Time, or such other individuals as Parent may designate prior to the Effective Time, shall serve as the officers of the Surviving Corporation

from and after the Effective Time in accordance with the Bylaws of the Surviving Corporation. The parties shall take all actions necessary

to effect the provisions of this Section 1.8.

-5-

1.9           Second

Step Merger.

(a)           Immediately

following the Effective Time, in accordance with the Delaware General Corporation Law (the “DGCL”) and the CCC, Parent

shall cause the Surviving Corporation to be merged with and into Parent in the Second Step Merger, with Parent surviving the Second Step

Merger as the Surviving Entity and continuing its existence under the laws of the State of Delaware, and the separate corporate existence

of the Surviving Corporation ceasing as of the Second Effective Time. In furtherance of the foregoing, Parent shall cause (i) a

certificate of merger (the “Delaware Second Step Merger Filing”) relating to the Second Step Merger to be filed with

the Secretary of State of the State of Delaware, in accordance with Section 252(c) of the DGCL, and (ii) a copy of this

Agreement, together with the related officers’ certificates and other necessary documents relating to the Second Step Merger to

be filed with the California Secretary (the “California Second Step Merger Filing” and, together with the Delaware

Second Step Merger Filing, the “Second Step Merger Filings”). The Second Step Merger shall become effective at such

time specified in the Second Step Merger Filings in accordance with the relevant provisions of the DGCL and the CCC (such time hereinafter

referred to as the “Second Effective Time”).

(b)           At

the Second Effective Time, by virtue of the Second Step Merger and without any action on the part of Parent or the Surviving Corporation,

each share of common stock of the Surviving Corporation shall be cancelled and shall cease to exist, and no consideration shall be delivered

in exchange therefor.

and after the Second Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Second Effective

Time shall remain an issued and outstanding share of Parent Common Stock and shall not be affected by the Second Step Merger; it being

understood that upon the Second Effective Time, the Parent Common Stock, including the shares issued to former holders of Company Common

Stock, shall be the common stock of the Surviving Entity.

(d)           At

the Second Effective Time, the Amended and Restated Certificate of Incorporation of Parent (the “Parent Certificate”),

as in effect immediately before the Second Effective Time, shall be the Certificate of Incorporation of the Surviving Entity until thereafter

amended in accordance with applicable Law.

(e)           At

the Second Effective Time, the Amended and Restated Bylaws of Parent (the “Parent Bylaws”), as in effect immediately

before the Second Effective Time, shall be the Bylaws of the Surviving Entity until thereafter amended in accordance with applicable

Law.

(f)           At

the Second Effective Time, the officers and directors of Parent as of immediately following the Effective Time (including, for the avoidance

of doubt, with respect to the appointment of the Company Designated Directors to the Board of Directors of Parent (the “Parent

Board”) as provided in Section 6.19(a)) shall be the officers and directors of the Surviving Entity. The parties

shall take all actions necessary to effectuate the provisions of this Section 1.9(f).

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1.10         Bank

Merger. Promptly following the Second Step Merger, Company Bank will be merged with and into Parent Bank in the Bank Merger, with

Parent Bank surviving the Bank Merger and continuing its existence under the Laws of the State of Hawaii, and the separate corporate

existence of Company Bank ceasing as of the effective time of the Bank Merger. Promptly after the date of this Agreement, Parent Bank

and Company Bank will enter into an agreement and plan of merger in substantially the form set forth in Exhibit A hereto

(the “Bank Merger Agreement”). Each of Parent and the Company shall approve the Bank Merger Agreement and the Bank

Merger as the sole shareholder of Parent Bank and Company Bank, respectively, and Parent and the Company shall execute and cause to be

filed applicable articles or certificates of merger and such other documents as are necessary to make the Bank Merger effective promptly

following the Second Effective Time. The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement

in accordance with applicable Law, or at such other time as shall be provided by applicable Law.

Article 2

DELIVERY OF MERGER CONSIDERATION

2.1           Delivery

of Merger Consideration. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with an exchange agent

selected by Parent and reasonably acceptable to the Company (the “Exchange Agent”), pursuant to an agreement (the

“Exchange Agent Agreement”) entered into prior to the Effective Time, (a) shares of Parent Common Stock issuable

pursuant to Section 1.5(a), plus (b) to the extent then determinable, any cash payable in lieu of fractional shares

pursuant to Section 2.2(f) (such amount in cash and Parent Common Stock, the “Exchange Fund”).

2.2           Exchange

Procedures.

(a)           As

soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days thereafter, Parent shall

cause the Exchange Agent to mail to each holder of record of Certificate(s) or Book-Entry Shares which, immediately prior to the

Effective Time, represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger

Consideration pursuant to Article 1 (“Exchanged Shares”), along with, in each case, any cash in lieu of

fractional shares of Parent Common Stock to be issued or paid in consideration therefor, (i) a letter of transmittal (which shall

specify that delivery shall be effected, and risk of loss and title to Certificate(s) or Book-Entry Shares shall pass, only upon

delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s)) or Book-Entry Shares to the Exchange Agent and

shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter

of Transmittal”)) and (ii) instructions for use in surrendering Certificate(s) or Book-Entry Shares in exchange for

the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor

and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c).

(b)           Upon

surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s) accompanied by a properly completed Letter of

Transmittal, a holder of Exchanged Shares will be entitled to receive promptly, after such surrender, (i) the Merger Consideration

and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Exchanged

Shares represented by its Certificate(s) or Book-Entry Shares and (ii) any dividends or distributions which the holder thereof

has the right to receive pursuant to Section 2.2(c). Until so surrendered, each such Certificate or Book-Entry Share shall

represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash

in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate

or Book-Entry Share, in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article 2.

-7-

dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or

Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender

of such Certificate or Book-Entry Share in accordance with this Article 2. Following surrender of any such Certificate or

Book-Entry Share in accordance with this Article 2, the record holder thereof shall be entitled to receive, without interest,

(i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect

to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date,

and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent

Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender

date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry

Shares.

(d)           In

the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the

stock transfer records of the Company, the shares of Parent Common Stock plus any cash in lieu of fractional shares of Parent Common

Stock comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name

the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such

Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance

shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder

of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of the Exchange Agent that the tax has been paid

or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one (1)-year anniversary of the Effective Time

and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any

cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent or Parent, as

the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect

to the making of such payment. If, prior to the Closing Date, the Exchange Agent or Parent determines that any such deduction or withholding

is so required as of the Effective Time, the Exchange Agent or Parent, as the case may be, shall notify the Company, and the parties

shall cooperate in good faith to reduce or eliminate such deduction or withholding. To the extent the amounts are so withheld by the

Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall

be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction

and withholding was made by the Exchange Agent or Parent, as the case may be.

(e)           After

the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that

were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares

representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged

for the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration

therefor in accordance with the procedures set forth in this Article 2.

-8-

(f)            Notwithstanding

anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender

of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on

or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other

rights of a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former holder of Company

Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined

by multiplying (i) the average of the closing-sale prices of Parent Common Stock on the Nasdaq Global Select Market (“Nasdaq”)

as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding

the Closing Date by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder

immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock

to which such holder would otherwise be entitled to receive pursuant to Section 1.5. The parties acknowledge that payment

of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents

a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional

shares.

(g)           Any

portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one-year anniversary of the Effective

Time will be paid to the Surviving Entity. In such event, any former holders of Company Common Stock who have not theretofore complied

with this Article 2 shall thereafter look only to the Surviving Entity with respect to payment of the shares of Parent Common

Stock, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in

respect of each former share of Company Common Stock such holder holds as determined pursuant to this Agreement, in each case, without

any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Entity, the Exchange Agent or any other

Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official

pursuant to applicable abandoned property, escheat or similar Laws.

(h)           In

the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person

claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by

such Person of a bond in such amount as Parent may reasonably determine is necessary as indemnity against any claim that may be made

against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate,

the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration

therefor in accordance with the procedures set forth in this Article 2 deliverable in respect thereof pursuant to this Agreement.

-9-

Article 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except

(a) as disclosed in the disclosure schedule delivered by the Company to Parent concurrently herewith (the “Company Disclosure

Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or

warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere

inclusion of an item in the Company Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission

by the Company that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected

to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article 3 shall

be deemed to qualify (1) any other section of this Article 3 specifically referenced or cross-referenced and (2) other

sections of this Article 3 to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific

cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed

in any Company SEC Reports filed by the Company after January 1, 2024 and prior to the date hereof (but disregarding risk factor

disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements”

disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), the Company

hereby represents and warrants to Parent as follows:

3.1           Corporate

Organization.

(a)           The

Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of California. The Company

has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is

now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted

by it, or the character or location of the properties and assets owned or leased by it, makes such licensing or qualification necessary,

except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on the Company. The Company is duly registered as a bank holding company under

the Bank Holding Company Act of 1956, as amended (“BHC Act”). As used in this Agreement, the term “Material

Adverse Effect” means, with respect to any of the Company, Parent or the Surviving Entity, as the case may be, any effect,

change, event, circumstance, condition, occurrence or development that, either individually or in the aggregate, has had or would reasonably

be expected to have a material adverse effect on (a) the business, assets, liabilities, properties, financial condition, or results

of operations of such party and its Subsidiaries taken as a whole; provided, however, that, with respect to this clause

(a), a Material Adverse Effect shall not be deemed to include effects arising out of, relating to or resulting from (A) changes

after the date hereof in applicable GAAP or regulatory accounting requirements or interpretations thereof, (B) changes after the

date hereof in Laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries

operate or interpretations thereof by courts or Governmental Entities, (C) changes after the date hereof in global, national or

regional political conditions (including the outbreak, continuation or escalation of war or acts of terrorism (whether or not declared)

or cyberattacks) or economic or market conditions (including equity, credit and debt markets, as well as changes in interest rates) affecting

the financial services industry generally and not specifically relating to such party or its Subsidiaries, (D) any international

tariffs, trade policies or similar “trade” actions, (E) changes after the date hereof, resulting from hurricanes, earthquakes,

tornados, floods, wildfires or other natural or manmade disasters or from any outbreak of any disease, pandemic, epidemic, or other public

health event (including any law, directive or guideline issued by a Governmental Entity in response thereto), (F) a decline in the

trading price of a party’s common stock or a failure, in and of itself, to meet earnings projections or internal financial forecasts

(it being understood that the underlying causes of such decline or failure may be taken into account in determining whether a Material

Adverse Effect has occurred, except as otherwise excepted by this proviso), (G) the entry into or announcement of this Agreement

or the transactions contemplated hereby or the consummation of the transactions contemplated hereby (including any effect on a party’s

relationships with its customers or employees) (it being understood that this Clause (G) shall not apply to a breach of any

representation or warranty intended to address the announcement, pendency or consummation of the transactions contemplated hereby),

(H) the expenses incurred by the Company or Parent in negotiating, documenting, effecting and consummating the transactions contemplated

by this Agreement, (I) actions or omissions taken with the prior written consent of the other party or expressly required by this

Agreement, or (J) any stockholder or shareholder litigation arising out of, related to, or in connection with this Agreement, the

Mergers or the Bank Merger that is brought or threatened against a party or any members of a party’s Board of Directors from and

following the date of this Agreement and prior to the Effective Time, except that effects attributable to or resulting from any of the

changes, events, conditions or trends described in clauses (A), (B), (C), and (D) shall not be excluded to the extent of any materially

disproportionate adverse impact they have on such party and its Subsidiaries, taken as a whole, as compared to other companies in the

industry in which such party and its Subsidiaries operate; or (b) the ability of such party to timely consummate the transactions

contemplated by this Agreement.

-10-

(b)           True,

complete and correct copies of the Restated Articles of Incorporation of the Company (the “Company Articles”), and

the Amended and Restated Bylaws of the Company (the “Company Bylaws”), as in effect as of the date of this Agreement,

have previously been publicly filed by the Company and made available to Parent. The Company Articles and Company Bylaws made available

to Parent are in full force and effect.

the Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company (which, for the avoidance of doubt, includes any

Subsidiaries of such Subsidiaries), the ownership interest of the Company in each such Subsidiary, as well as the ownership interest

of any other Person or Persons in each such Subsidiary, and a description of the business of each Subsidiary (or, in the case of a Subsidiary

that the Company considers to be “inactive,” a statement to that effect and a description of the business previously conducted

by such Subsidiary). Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect on the Company, each Subsidiary of the Company (i) is duly incorporated or duly formed, as applicable to each such Subsidiary,

and validly existing and, where such concept is recognized under applicable Law, in good standing under the Laws of its jurisdiction

of organization and (ii) has the requisite corporate (or similar) power and authority to own or lease all of its properties and

assets and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction

in which the nature of the business conducted by it, or the character or location of the properties and assets owned or leased by it,

makes such licensing or qualification necessary. There are no restrictions on the ability of any Subsidiary of the Company to pay dividends

or distributions to the Company, except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions

generally applicable to all similarly regulated entities. As used in this Agreement, the term “Subsidiary” when used

with respect to any Person, means any subsidiary of such Person within the meaning ascribed to such term in either Rule 1-02 of

Regulation S-X promulgated by the SEC under the Exchange Act or Section 2(d) of the BHC Act. The deposit accounts of each Subsidiary

of the Company that is an insured depository institution are insured by the Federal Deposit Insurance Corporation (the “FDIC”)

through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest

extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings

for the termination of such insurance are pending or, to the Knowledge of the Company, threatened. True, complete and correct copies

of the articles of incorporation, bylaws and similar governing documents of each Subsidiary of the Company as in full force and effect

as of the date of this Agreement have been provided to Parent.

-11-

(d)           Other

than the Subsidiaries of the Company and Community Reinvestment Act investments in the ordinary course, and shares or interests acquired

pursuant to security interests owned by or in favor of a Subsidiary created in the ordinary course of business thereof, the Company does

not, directly or indirectly, beneficially own any equity securities or similar interests of any entity or any interests of any entity

or any interest in a partnership or joint venture of any kind.

3.2           Capitalization.

(a)           The

authorized capital stock of the Company consists of (i) 50,000,000 shares of Company Common Stock (the “Company Common

Stock”) and (ii) 1,000,000 shares of preferred stock (“Company Preferred Stock”). As of July 10,

2026 (the “Company Capitalization Date”), there were (i) 31,965,507 shares of Company Common Stock outstanding,

(ii) 266,978 shares of Company Common Stock that are subject to vesting restriction, (iii) 2,000,000 shares of Company Common

Stock authorized by the Company Board to be repurchased by the Company, of which 447,211 shares of Company Common Stock have been repurchased

by the Company and 1,552,789 remain as authorized for repurchase by the Company, (iv) zero shares of Company Common Stock held

in treasury, (v) 212,328 shares of Company Common Stock reserved for issuance upon the settlement of outstanding Company PSUs (assuming

performance goals applicable to the Company PSUs are satisfied at the maximum level), (vi) 125,426 shares of Company Common Stock

reserved for issuance upon the settlement of outstanding Continuing Company RSUs, and (vii) zero shares of Company Preferred Stock

outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence and for changes since the Company

Capitalization Date resulting from the exercise, vesting or settlement of any Company Equity Awards described in the immediately preceding

sentence, there are no other shares of capital stock or other equity or voting securities of the Company issued, reserved for issuance

or outstanding.

(b)           The

Company owns all of the outstanding stock of Company Bank.

-12-

of the issued and outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid, nonassessable

and free of preemptive rights, with no personal liability attaching to the ownership thereof. No trust preferred or subordinated debt

securities of the Company are issued or outstanding. To the Knowledge of the Company, other than the Voting Agreements, there are no

voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Company Common

Stock or other equity interests of the Company. No Subsidiary of the Company owns any shares of capital stock of the Company. As of the

date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders

of the Company may vote (“Voting Debt”) are issued or outstanding. As of the date hereof, other than in connection

with the satisfaction of withholding taxes under the Company Equity Awards, there are no contractual obligations of the Company or any

of its Subsidiaries (1) to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any equity security

of the Company or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock

or any other equity security of the Company or its Subsidiaries or (2) pursuant to which the Company or any of its Subsidiaries

is or could be required to register shares of the capital stock or other securities under the Securities Act of 1933, as amended (the

“Securities Act”). There are no voting trusts or other agreements or understandings to which the Company or any Subsidiary

of the Company or, to the Knowledge of the Company, any of their respective officers or directors, is a party with respect to the voting

of Voting Debt. Except as set forth in Section 3.2(a), as of the Company Capitalization Date, the Company does not have and

is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for

the purchase or issuance of any shares of Company Common Stock, Company Preferred Stock, Voting Debt of the Company or any other equity

securities of the Company. Section 3.2(c) of the Company Disclosure Schedule sets forth a true and complete list of all outstanding

Company Equity Awards as of the Company Capitalization Date, specifying on a holder-by-holder basis (A) the name of such holder,

(B) the number of shares subject to each such Company Equity Award held by such holder, (C) as applicable, the grant date of

each such Company Equity Award and (D) as applicable, the vesting schedule of each Company Equity Award.

(d)           Other

than Company Equity Awards that are outstanding as of the Company Capitalization Date and listed in Section 3.2(c) of the Company

Disclosure Schedule, no other equity-based awards are outstanding as of the Company Capitalization Date. Since the Company Capitalization

Date through the date hereof, the Company has not (i) issued or repurchased any shares of Company Common Stock, Voting Debt or other

equity securities of the Company, other than pursuant to Company Equity Awards in accordance with their terms that were outstanding on

the Company Capitalization Date or (ii) issued or awarded any options, stock appreciation rights, restricted shares, restricted

stock units, deferred equity units, awards based on the value of the Company capital stock or any other equity-based awards. Upon issuance

of any Company Common Stock in accordance with the terms of the applicable Company Stock Plan, such Company Common Stock will be duly

authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership

thereof.

-13-

(e)           All

of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Company are owned

by the Company, directly or indirectly, free and clear of any liens, pledges, charges, claims and security interests and similar encumbrances

(“Liens”), and all of such shares or equity ownership interests are duly authorized and validly issued and are fully

paid, nonassessable (except, with respect to Company Bank, as provided under 12 U.S.C. § 55 or any comparable provision of applicable

state law) and free of preemptive rights. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants,

calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity

security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or

any other equity security of such Subsidiary.

3.3           Authority;

No Violation.

(a)           The

Company has full corporate power and authority to execute and deliver this Agreement and, subject to the Company Shareholder Approval

and the other actions described in this Section 3.3(a), to consummate the transactions contemplated hereby. The execution

and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly and unanimously

approved, and this Agreement has been duly adopted by the Company Board. The Company Board has determined that the Merger, on the terms

and conditions set forth in this Agreement, is in the best interests of the Company and its shareholders and has directed that this Agreement

and the transactions contemplated hereby be submitted to the Company’s shareholders for approval at a duly held meeting of such

shareholders and has adopted a resolution to the foregoing effect. Except for (i) the approval of this Agreement and the transactions

contemplated hereby by the affirmative vote of the holders of at least two-thirds of the outstanding shares of Company Common Stock entitled

to vote thereon (the “Company Shareholder Approval”) and (ii) the adoption and approval of the Bank Merger

Agreement by the Board of Directors of Company Bank and the approval of the Bank Merger Agreement by the Company as Company Bank’s

sole shareholder, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or to consummate

the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and (assuming due

authorization, execution and delivery by Parent and Merger Sub) constitutes the valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium,

reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general

principles of equity (the “Bankruptcy and Equity Exception”)).

-14-

(b)           Neither

the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the Mergers or the other transactions

contemplated hereby, nor compliance by the Company with any of the terms or provisions of this Agreement, will (i) violate any provision

of the Company Articles or the Company Bylaws or (ii) assuming that the consents, approvals and filings referred to in Section 3.4

are duly obtained and/or made, (A) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, injunction

or decree issued, promulgated or entered into by or with any Governmental Entity (each, a “Law”) applicable to the

Company, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach

of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or lapse of time, or both,

would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance

required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries

under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit,

agreement, bylaw or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which any of them

or any of their respective properties or assets is bound, except (in the case of clauses (A) and (B) above) for such violations,

conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually or in the aggregate,

would not reasonably be expected to have a Material Adverse Effect on the Company.

3.4           Consents

and Approvals. Except for (a) any applicable filing, notification or application with Nasdaq, including any required notification

of listing of additional shares, (b) the filing with the Securities and Exchange Commission (“SEC”) of a joint

proxy statement/prospectus in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”)

relating to the special meeting of the Company’s shareholders (the “Company Special Meeting”) and the special

meeting of Parent’s stockholders (the “Parent Special Meeting”), each to be held in connection with this Agreement

and the transactions contemplated hereby, and of a registration statement on Form S-4 (or such other applicable form) (including

any amendments or supplements thereto, the “Form S-4”) in which the Joint Proxy Statement/Prospectus will

be included, and declaration of effectiveness of the Form S-4, (c) the filing of a notice and/or an application with the Board

of Governors of the Federal Reserve System (the “Federal Reserve”) pursuant to the BHC Act and regulations promulgated

by the Federal Reserve thereunder, (d) filings of applications, notices, plans and certificates to the Hawaii Division of Financial

Institutions and the California Department of Financial Protection and Innovation and approval of or non-objection to such applications,

filings, certificates and notices, (e) the filing of a bank merger application with the FDIC pursuant to the Bank Merger Act of

1960, as amended, (f) the filing of the First Step Merger Filings with the California Secretary in connection with the Merger, (g) the

filing of the Second Step Merger Filings and the other documents and filings required under the DGCL and the CCC in connection with the

Second Step Merger, (h) the filing of applicable articles or certificates of merger and such other documents as are necessary to

make the Bank Merger effective, (i) any required filings or notices with the offices of various states in connection with the establishment

of branches and/or offices as a result of the Bank Merger, and (j) such filings and approvals as are required to be made or obtained

under the securities or “blue sky” Laws of various states in connection with the issuance of the shares of Parent Common

Stock pursuant to this Agreement (the “Parent Share Issuance”), no consents or approvals of, or filings or registrations

with, any foreign, federal or state banking or other regulatory, self-regulatory or enforcement authorities or any courts, administrative

agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”), are

necessary in connection with the execution and delivery by the Company of this Agreement or the Bank Merger Agreement or the consummation

by the Company of the Mergers, the Bank Merger and the other transactions contemplated by this Agreement. As of the date hereof, the

Company is not aware of any reason relating to the Company or its Subsidiaries why the necessary regulatory approvals and consents from

any Governmental Entity required for the consummation of the transactions contemplated hereby will not be received in order to permit

consummation of the Mergers and the Bank Merger on a timely basis.

-15-

3.5           Reports.

(a)           The

Company and each of its Subsidiaries have timely filed all reports, registrations, statements and certifications, together with any amendments

required to be made with respect thereto, that they were required to file since January 1, 2024 with (i) the Federal Reserve,

(ii) the FDIC, (iii) the SEC, (iv) any foreign regulatory authority and (v) any applicable industry self-regulatory

organizations (collectively, “Regulatory Agencies”), including any report or statement required to be filed pursuant

to the Laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all

fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such report,

registration, statement or certification or to pay such fees and assessments, either individually or in the aggregate, would not reasonably

be expected to have a Material Adverse Effect on the Company. Subject to Section 9.11 and except for normal examinations

conducted by a Regulatory Agency in the ordinary course of business of the Company and the Company’s Subsidiaries, (i) no

Regulatory Agency has initiated or has pending any proceeding or, to the Knowledge of the Company, investigation into the business or

operations of the Company or any of the Company’s Subsidiaries since January 1, 2024, (ii) there is no unresolved violation,

criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections

of the Company or any of the Company’s Subsidiaries, and (iii) there has been no formal or informal inquiries by, or disagreements

or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of the Company or any of the

Company’s Subsidiaries since January 1, 2024, in each case of clauses (i) through (iii), which would reasonably

be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

(b)           An

accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with

or furnished to the SEC by the Company or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), since January 1, 2024 (“Company SEC Reports”) is publicly

available. No such Company SEC Report, at the time filed or furnished (and, in the case of registration statements and proxy statements,

on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact

or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light

of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before

the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Company SEC

Reports complied in all material respects as to form with the published rules and regulations of the SEC with respect thereto. As

of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him

or her under Section 302 or Section 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). As

of the date of this Agreement, there are no outstanding comments from or material unresolved issues raised by the SEC or any Regulatory

Agency with respect to any of the Company SEC Reports or any report, registration, statement or certification filed or furnished by the

Company or any of its Subsidiaries with any Regulatory Agency.

-16-

Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of

Nasdaq.

3.6           Financial

Statements.

(a)           The

financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including

the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of the Company

and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows and changes

in shareholders’ equity and consolidated financial position of the Company and the Company’s Subsidiaries for the respective

fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments

normal in nature and amount), (iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects

with applicable accounting requirements and with the published rules and regulations of the SEC, and (iv) have been prepared

in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods

involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its

Subsidiaries have been since January 1, 2024, maintained in all material respects in accordance with GAAP and any other applicable

legal and accounting requirements and reflect only actual transactions. As of the date hereof, Baker Tilly US, LLP has not resigned (or

informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or

in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure

or auditing scope or procedure.

(b)            Except

as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, neither

the Company nor any of its Subsidiaries has incurred nor is subject to any liability or obligation of any nature whatsoever (whether

absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities

that are reflected or reserved against on the consolidated balance sheet of the Company included in the Company’s Quarterly Report

on Form 10-Q for the fiscal quarter ended March 31, 2026 (including any notes thereto), (ii) liabilities incurred in the

ordinary course of business consistent with past practice since March 31, 2026, or (iii) in connection with this Agreement

and the transactions contemplated hereby.

3.7           Broker’s

Fees. Neither the Company nor any of its Subsidiaries nor any of their respective officers, directors, employees or agents has utilized

any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in

connection with the Merger or any other transactions contemplated by this Agreement, other than to Keefe Bruyette & Woods, Inc.

The Company has disclosed to Parent as of the date hereof the aggregate fees provided for in connection with the engagement by the Company

of Keefe Bruyette & Woods, Inc. related to the Mergers and the other transactions contemplated hereunder.

-17-

3.8           Absence

of Changes.

(a)           Since

December 31, 2025, through the date hereof, except with respect to the transactions contemplated hereby, the Company and its Subsidiaries

have conducted their respective businesses in all material respects in the ordinary course of the businesses.

(b)           Since

December 31, 2025, no change or development or combination of changes or developments has occurred that have had or would reasonably

be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

3.9           Compliance

with Applicable Law.

(a)           The

Company and each of its Subsidiaries hold, and have at all times since January 1, 2024 held, all licenses, franchises, permits and

authorizations which are necessary for the lawful conduct of their respective businesses and ownership of their respective properties,

rights and assets under and pursuant to applicable Law (and have paid all fees and assessments due and payable in connection therewith)

and, to the Knowledge of the Company, no suspension or cancellation of any such license, franchise, permit or authorization is threatened

in writing, except where neither the failure to hold nor the cost of obtaining and holding such license, franchise, permit, or authorization

(nor the failure to pay any fees or assessments) would, either individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect on the Company. Except as would not, either individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect on the Company, (i) the Company and each of its Subsidiaries have complied with, and each are not in default or violation

of any applicable Law, including the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair

Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage

Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street Reform and Consumer

Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales

of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation

X, and any other Law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections

23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act, and all agency requirements relating to the origination, sale and servicing

of mortgage and consumer loans and (ii) the Company has no Knowledge of, and none of the Company or any of its Subsidiaries has

received from a Governmental Entity since January 1, 2024, written notice of, any defaults or violations of any applicable Law relating

to Company or any of its Subsidiaries.

(b)           Except

as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) the

Company and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for

which it serves or served as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance

with the terms of the governing documents and applicable Law, and (ii) none of the Company, any of its Subsidiaries, or any of their

respective directors, officers or employees has committed any breach of trust or fiduciary duty with respect to any such fiduciary account,

and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

-18-

to Section 9.11, neither the Company nor any of its Subsidiaries is subject to any cease-and-desist or other order or enforcement

action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any

commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered to pay any civil money penalty

by, or has been since January 1, 2024 a recipient of any supervisory letter from, or since January 1, 2024 has adopted any

policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental Entity (each a

“Regulatory Agreement”), nor has the Company or any Subsidiary of the Company been advised in writing, or to the Knowledge

of the Company, orally, in each case since January 1, 2024 and prior to the date hereof by any Regulatory Agency or other Governmental

Entity that it is considering issuing, initiating, ordering or requesting any such Regulatory Agreement. The Company and each of its

Subsidiaries are in compliance with each Regulatory Agreement to which it is party or subject, and neither the Company nor any of its

Subsidiaries has received any notice from any Governmental Entity indicating that either the Company or any of its Subsidiaries is not

in compliance with any such Regulatory Agreement.

(d)           None

of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, agents, employees

or any other Persons acting on their behalf, (i) has violated the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq.,

as amended, or any other similar applicable foreign, federal or state legal requirement, (ii) has made or provided, or caused to

be made or provided, directly or indirectly, any payment or thing of value to a foreign official, foreign political party, candidate

for office or any other Person while knowing or having a reasonable belief that the Person will pay or offer to pay the foreign official,

party or candidate, for the purpose of influencing a decision, inducing an official to violate their lawful duty, securing an improper

advantage, or inducing a foreign official to use their influence to affect a governmental decision, (iii) has paid, accepted or

received any unlawful contributions, payments, expenditures or gifts, (iv) has violated or operated in noncompliance with any export

restrictions, money laundering Law, anti-terrorism Law or regulation, anti-boycott regulations or embargo regulations or (v) is

currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department

(the “Treasury Department”), except, in each case of clauses (i) through (v), as would not, either individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

(e)           As

of the date hereof, each of the Company and Company Bank maintains regulatory capital ratios that exceed the levels established for “well-capitalized”

institutions (as such term is defined in the relevant regulation of the institution’s primary bank regulator). As of the date hereof,

neither the Company nor Company Bank has received any notice from a Governmental Entity that its status as “well-capitalized”

or that Company Bank’s Community Reinvestment Act rating will change within one (1) year from the date of this Agreement.

3.10         State

Takeover Laws. No “business combination,” “fair price,” “affiliate transaction,” “moratorium,”

“control share,” “takeover” or “interested stockholder” Law or other similar anti-takeover statute

or regulation (collectively, the “Takeover Laws”) is applicable to this Agreement or the transactions contemplated

hereby. The Company does not have any stockholder rights plan, “poison pill” or similar plan or arrangement in effect.

-19-

3.11         Company

Benefit Plans.

(a)           Section 3.11(a) of

the Company Disclosure Schedule sets forth a true, complete and correct list of each material Company Benefit Plan (including, without

limitation, each Company Benefit Plan providing retirement, equity, equity-based, severance, pension, and change in control benefits).

For purposes of this Agreement, “Company Benefit Plan” means each “employee benefit plan” within the meaning

of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or

not subject to ERISA, and any equity purchase plan, option, equity bonus, phantom equity or other equity plan, profit sharing, bonus,

retirement, deferred compensation, excess benefit, incentive compensation, severance, change in control or termination pay, employment

agreement, consulting agreement, hospitalization or other medical or dental, life insurance (including any self-insured welfare arrangements),

supplemental unemployment, salary continuation, sick leave or other leave of absence, short- or long-term disability, vacation benefits,

health or fringe benefit plan, program, practice, policy, agreement or arrangement providing other compensation or benefits, in any case,

for the benefit of any current or former employee, officer, director or consultant of the Company or any of its Subsidiaries that is

sponsored or maintained by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries contributes or

is obligated to contribute, or to which any liability is borne by the Company or any of its Subsidiaries, whether or not written and

whether or not funded.

(b)           With

respect to each material Company Benefit Plan, the Company has delivered or made available to Parent a true, correct and complete copy

of: (i) the plan documents and all amendments thereto, trust agreements, insurance contracts or other funding vehicles; (ii) a

written description of the material terms of such Company Benefit Plan if such plan is not set forth in a written document; (iii) the

two most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; (iv) the most recent determination letter

or opinion letter from the IRS, if any; and (v) all material correspondence to or from any Governmental Entity received in the last

three (3) years with respect to any Company Benefit Plan. No Company Benefit Plan is maintained outside the jurisdiction of the

United States, or covers any employee residing or working primarily outside of the United States.

Company Benefit Plan intended to qualify under Section 401(a) of the Code and each related trust intended to qualify under

Section 501(a) of the Code has received a favorable determination, advisory or opinion letter from the IRS with respect to

each such Company Benefit Plan as to its qualified status under the Code, any such letter has not been revoked and, to the Knowledge

of the Company, no fact or event has occurred that could reasonably be expected to materially and adversely affect the qualified status

of any such Company Benefit Plan or the Tax exempt status of any such trust.

(d)           Each

Company Benefit Plan (including any related trust) has been established, operated and administered in all material respects in compliance

with its terms and applicable Laws, including, without limitation, to the extent applicable, ERISA and the Code. There are no pending

or, to the Company’s Knowledge, threatened claims (other than routine claims for benefits) or proceedings by a Governmental Entity

by, on behalf of or against any Company Benefit Plan or any trust related thereto which could reasonably be expected to result in any

material liability to the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has engaged in a transaction

that would be reasonably likely to subject the Company or any of its Subsidiaries to a material tax or material penalty imposed by either

Section 4975 or 4976 of the Code, in any case, that has not been fully satisfied.

-20-

(e)           All

contributions required to be made by the Company or any of its Subsidiaries with respect to each Company Benefit Plan for any period

through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date

hereof, have been accrued on the financial statements to the extent required under GAAP.

(f)           (i) No

Company Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) or Section 4001(a)(3) of

ERISA (a “Multiemployer Plan”) or a plan that has two (2) or more contributing sponsors, at least two (2) of

whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”);

(ii) none of the Company or its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six (6) years,

contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan or any plan that is subject to Section 412

of the Code or Section 302 or Title IV of ERISA; and (iii) none of the Company or its Subsidiaries nor any of their respective

ERISA Affiliates has incurred any withdrawal liability under Title IV of ERISA that has not been satisfied in full. “ERISA Affiliate”

means, with respect to any Person, all employers (whether or not incorporated) that would be treated together with such Person as a “single

employer” within the meaning of Section 414 of the Code.

(g)           Neither

the Company nor any of its Subsidiaries has or is expected to incur any material liability under subtitles C or D of Title IV

of ERISA with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 4001(a)(15)

of ERISA, currently or formerly maintained by any of them or any ERISA Affiliate. With respect to any Company Benefit Plan subject to

the minimum funding requirements of Section 412 of the Code or Title IV of ERISA, (i) no such plan is, or is expected to be,

in “at-risk” status (within the meaning of Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the

Code), (ii)  as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present

value of all “benefit liabilities” within the meaning of Section 4001(a)(16) of ERISA did not exceed the then current

value of assets of such Company Benefit Plan, (iii) no unsatisfied liability (other than for premiums to the Pension Benefit Guaranty

Corporation (the “PBGC”)) under Title IV of ERISA has been, or is expected to be, incurred by the Company or any of

its Subsidiaries, (iv) the PBGC has not instituted proceedings to terminate any such Company Benefit Plan and (v) no “reportable

event” within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30) day notice requirement

has been waived under the regulations to Section 4043 of ERISA) has occurred during the last six (6) years, nor has any event

described in Sections 4062, 4063 or 4041 of ERISA occurred.

(h)           None

of the Company or any of its Subsidiaries has any liability for life, health, medical, vision or dental benefits to former employees

or beneficiaries or dependents thereof, except for continuation coverage as required by Section 4980B of the Code or other applicable

Law (or for coverage through the last day of the month in which termination of employment occurs, to the extent required by the terms

of the applicable Company Benefit Plan).

-21-

(i)            None

of the execution and delivery of this Agreement, the Company Shareholder Approval, or the consummation of the transactions contemplated

hereby, either alone or together with any other event or events, could (i) result in any payment (including severance or otherwise)

becoming due under any Company Benefit Plan, (ii) increase any payments or benefits otherwise payable under any Company Benefit

Plan, (iii) result in the acceleration of the time of payment, vesting or funding of any benefits including, but not limited to,

the acceleration of the vesting and exercisability of any equity awards, (iv) result in any limitation on the right of the Company

or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Company Benefit Plan or related trust

or require the funding of any trust or other funding vehicle or (v) result in the payment of any amount that could, individually

or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of

the Code.

(j)            No

Company Benefit Plan provides for, and none of the Company nor a Subsidiary of the Company has the obligation to provide for, the gross-up,

indemnification, reimbursement or other payment for Taxes under Section 4999 or Section 409A of the Code or due to the failure

of any payment to be deductible under Section 280G of the Code.

(k)           With

respect to each grant of Company Equity Awards, (1) each such grant was made in accordance with the terms of any Company Stock Plan,

the Exchange Act and all other applicable Laws and (2) each such grant was properly accounted for in accordance with GAAP in the

financial statements (including the related notes) of the Company and disclosed in the Company SEC Reports (excluding reports required

to be filed by Section 16 of the Exchange Act) in accordance with the Exchange Act and all other applicable Laws.

(l)            The

“employee stock ownership plan” (as defined in Section 4975 of the Code) maintained by the Company (the “Company

ESOP”) (i) has no outstanding loans and (ii) has complied with all applicable provisions of the Code and ERISA, including

(but not limited to) the requirement under Section 409(e) of the Code that the ESOP participants be allowed to direct the voting

of the shares of Company Common Stock allocated to the participants’ accounts.

3.12         Opinion.

Prior to the execution of this Agreement, the Company Board has received the opinion of Keefe Bruyette & Woods, Inc. to

the effect that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the Exchange

Ratio in the Merger is fair, from a financial point of view, to the holders of Company Common Stock. Such opinion has not been amended

or rescinded as of the date of this Agreement.

3.13         Company

Information. The information relating to the Company and its Subsidiaries or that is provided by the Company, its Subsidiaries or

their respective Representatives for inclusion in the Joint Proxy Statement/Prospectus, the Form S-4 or in any other document filed

with any Regulatory Agency or Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain

any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

in which they are made, not misleading. The portions of the Joint Proxy Statement/Prospectus relating to the Company and its Subsidiaries

will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding

the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein

based on information provided or supplied by or on behalf of Parent or its Subsidiaries for inclusion in the Joint Proxy Statement/Prospectus

or Form S-4.

-22-

3.14         Legal

Proceedings.

(a)           Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, there

is no suit, action, investigation, claim, or proceeding pending, or to the Knowledge of the Company, threatened against or affecting

it or any of its Subsidiaries or any of the current or former directors or executive officers of it or any of its Subsidiaries.

(b)           Subject

to Section 9.11, there is no outstanding injunction, order, writ, award, judgment, settlement, arbitration ruling, decree

or regulatory restriction imposed upon or entered into by the Company, any of the Company’s Subsidiaries or the assets of the Company

or any of the Company’s Subsidiaries (or that, upon consummation of the Mergers, would apply to the Surviving Entity or any of

its Affiliates) that would reasonably be expected to be material to the Surviving Entity and its Subsidiaries, taken as a whole (other

than any order issued by a Regulatory Agency in connection with the Mergers or Bank Merger whose approval is required for the Mergers

or Bank Merger, as the case may be). For purposes of this Agreement, “Affiliate” means, with respect to any Person,

any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control

with, such first Person.

3.15         Material

Contracts.

(a)           Except

for any Company Benefit Plan and those agreements and other documents filed as exhibits or incorporated by reference to the Company’s

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 or filed or incorporated in any Company SEC Reports

filed since January 1, 2024 and prior to the date hereof, neither the Company 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) (each, whether or not filed

with the SEC, a “Material Contract”):

(i)            that

is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K;

(ii)           that

contains a provision, including (but not limited to) a non-compete or client or customer non-solicit requirement or an exclusivity or

exclusive dealing provision, in each case that materially restricts the conduct of, or the manner or location of conducting, any line

of business of the Company or any of its Subsidiaries (or, upon consummation of the Mergers, of the Surviving Entity or any of its Subsidiaries)

(excluding customary non-solicitation covenants contained in vendor agreements entered into in the ordinary course);

-23-

(iii)          that

(A) relates to the incurrence of indebtedness by the Company or any of its Subsidiaries (other than deposit liabilities, trade payables,

federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each

case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized

leases and other similar financing transactions or (B) provides for the guarantee, support, assumption or endorsement by the Company

or any of the Company’s Subsidiaries of, or any similar commitment by the Company or any of the Company’s Subsidiaries with

respect to, the obligations, liabilities or indebtedness of any other Person, in each case of clauses (A) and (B), in an outstanding

principal amount of $3,500,000 or more;

(iv)          that

grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of

the Company or any of its Subsidiaries;

(v)           that

relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third

party (excluding Community Reinvestment Act investments);

(vi)          that

relates to an acquisition, divestiture, merger or similar transaction and under which the Company or any of its Subsidiaries is subject

to any material covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations)

that are still in effect;

(vii)         that

under which any of the benefits of or obligations will arise or be increased or accelerated by the occurrence of the execution and delivery

of this Agreement, receipt of the Company Shareholder Approval or the announcement or consummation of any of the transactions contemplated

by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits

of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration

of benefits, right of cancellation or termination or change in the calculation of value of benefits would, either individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect on the Company;

(viii)        that

provides for material indemnification by the Company or any of its Subsidiaries of any Person, except (A) for contracts entered

into in the ordinary course of business and (B) as provided by the governing documents of the Company and its Subsidiaries;

(ix)          that

creates future payment obligations from the Company or any of its Subsidiaries in excess of $500,000 per annum (other than (A) any

such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days, or less notice without any required

payment or other conditions, other than the condition of notice, (B) extensions of credit, (C) other customary banking products

offered by the Company or its Subsidiaries or (D) derivatives issued or entered into in the ordinary course of business);

-24-

(x)           that

grants to a Person any license, covenant not to sue or other right in Company Owned Intellectual Property (excluding (A) non-exclusive

licenses, covenants not to sue or similar non-exclusive rights granted in the ordinary course consistent with past practice and (B) employee

agreements and contractor agreements that are consistent in all material respects with form agreements made available to Parent) or grants

to the Company or any of its Subsidiaries a license, covenant not to sue or other right to any Intellectual Property (excluding employee

agreements and contractor agreements that are consistent in all material respects with form agreements made available to Parent and licenses

to generally commercially available Software for an annual cost of less than $400,000), in each case of this clause (x), that is

material to the conduct of the businesses of the Company and its Subsidiaries, taken as a whole;

(xi)           that

provides for the license, sale, or transfer of Personal Information, by or on behalf of the Company or any of its Subsidiaries to any

third Person, in each case of this clause (xi), where the license, sale or transfer of Personal Information is material to the conduct

of the businesses of the Company and its Subsidiaries, taken as a whole;

(xii)          to

which any officer, director, or employee of the Company or any of its Subsidiaries is a party or beneficiary (except with respect to

loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business

or with respect to routine banking relationships, compensation, employee benefits, business expense advancements, or reimbursements);

(xiii)         that

is between the Company or any of its Subsidiaries and any Person beneficially owning five percent (5%) or more of the outstanding Company

Common Stock.

(b)           The

Company has made available to Parent prior to the date hereof true, correct and complete copies of each Material Contract in effect as

of the date hereof.

each case, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on

the Company, (i) each Material Contract is a valid and legally binding agreement of the Company or one of its Subsidiaries, as applicable,

and to the Knowledge of the Company, the counterparty or counterparties thereto, is enforceable in accordance with its terms (subject

to the Bankruptcy and Equity Exception) and is in full force and effect, (ii) the Company and each of its Subsidiaries has duly

performed all obligations required to be performed by it prior to the date hereof under each Material Contract, (iii) neither the

Company nor any of its Subsidiaries, and, to the Knowledge of the Company, any counterparty or counterparties, is in breach of any provision

of any Material Contract, and (iv) to the Knowledge of the Company, no event or condition exists that constitutes, after notice

or lapse of time or both, will constitute, a breach, violation or default on the part of the Company or any of its Subsidiaries under

any such Material Contract or provide any party thereto with the right to terminate such Material Contract. Section 3.15(c) of

the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all Material Contracts pursuant to which

(y) consents or waivers are or may be required and (z) notices are required to be given, in each case, prior to the performance

by the Company of this Agreement and the consummation of the Merger, the Second Step Merger, the Bank Merger and the other transactions

contemplated hereby.

-25-

3.16         Environmental

Matters. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on

the Company, (a) the Company and its Subsidiaries are in compliance, and have since January 1, 2024 complied, with any applicable

federal, state or local Law, regulation, order, decree, permit or authorization relating to: (i) the protection or restoration of

the environment, health and safety as it relates to Hazardous Substance handling or exposure or the protection of natural resources;

(ii) the handling, use, presence, disposal, Release or threatened Release of, or exposure to, any Hazardous Substance; or (iii) wetlands,

indoor air, pollution, contamination or any injury to Persons or property from exposure to any Hazardous Substance (collectively, “Environmental

Laws”); (b) there are no proceedings, claims, actions, or, to the Knowledge of the Company, investigations of any kind,

pending, or, to the Knowledge of the Company, threatened, by any Person, court, agency, or other Governmental Entity or any arbitral

body, against the Company or its Subsidiaries relating to liability under any Environmental Law and, to the Knowledge of the Company,

there is no reasonable basis for any such proceeding, claim, action or investigation; (c) there are no agreements, orders, judgments

or decrees by or with any court, Regulatory Agency or other Governmental Entity, or any agreements, indemnities or settlements with any

Person that impose any liabilities or obligations under, relating to or in respect of any Environmental Law; and (d) to the Knowledge

of the Company, there are, and have been since January 1, 2024, no Releases of any Hazardous Substances at any property currently

or formerly owned, leased or operated by the Company or any of its Subsidiaries under circumstances which could reasonably be expected

to result in liability to or claims against the Company or its Subsidiaries relating to any Environmental Law. For purposes of this Agreement,

(a) “Hazardous Substance” means any substance, material, waste, pollutant or contaminant that is defined, listed,

classified or regulated as hazardous, toxic, a hazardous waste, a hazardous material, a hazardous substance, a pollutant or a contaminant

under any Environmental Law, or for which liability or standards of conduct are imposed under any Environmental Law, including petroleum

or petroleum products, asbestos or asbestos-containing materials, polychlorinated biphenyls, lead-based paint and chlorinated solvents,

in each case to the extent so regulated; provided, however, that “Hazardous Substance” shall not include office,

janitorial, cleaning, maintenance or other similar products used, stored or disposed of in the ordinary course of business and in quantities

and in a manner customary for office, branch or other banking operations, except to the extent such products are present or have been

Released in violation of Environmental Laws or in a manner that would reasonably be expected to result in liability under Environmental

Laws; and (b)  “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,

escaping, leaching, dumping, or disposing into the environment.

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3.17         Taxes.

Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company:

(a)           The

Company and each of its Subsidiaries (i) have duly and timely filed (taking into account any extension of time within which to file)

all Tax Returns (as defined below) required to be filed by any of them, and all such filed Tax Returns are true, complete and accurate

in all respects; and (ii) have fully and timely paid all Taxes (as defined below) that are due and payable or that the Company or

any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, shareholder, independent contractor,

or other third party.

(b)           There

are no audits, suits, proceedings, examinations or assessments pending or threatened in writing in respect of Taxes by the U.S. Internal

Revenue Service (“IRS”) or any state, local or foreign Tax authority, and neither the Company nor any of its Subsidiaries

has received written notice from any Tax authority that an audit, suit, proceeding, examination or assessment in respect of Taxes is

pending or threatened. Neither the Company nor any of its Subsidiaries has been granted any extension or waiver of the limitation period

applicable to any Tax that remains in effect.

deficiencies in respect of Taxes have been asserted or assessments made against the Company or any of its Subsidiaries that have not

been paid or resolved in full, and neither the Company nor any of its Subsidiaries has waived any statute of limitations or agreed to

any extension of time with respect to a Tax assessment or deficiency.

(d)           No

claim in respect of Taxes has been made against the Company or any of its Subsidiaries by any Tax authority in a jurisdiction where the

Company or its Subsidiaries does not file Tax Returns that the Company or its Subsidiaries is or may be subject to taxation by that jurisdiction.

(e)           The

Company is not, and during the past five (5) years has never been, a “United States real property holding corporation”

within the meaning of Section 897 of the Code.

(f)            No

liens for Taxes exist with respect to any of the assets of the Company or any of its Subsidiaries, except for liens for Permitted Encumbrances.

Neither the Company nor any of its Subsidiaries has entered into any closing agreements, private letter rulings, technical advice memoranda

or similar agreements or rulings with any Tax authority, nor have any been issued by any Tax authority, in each case that have any continuing

effect. As used in this Agreement, the term “Permitted Encumbrances” means, collectively, (i) statutory Liens

securing payments not yet due, (ii) Liens for Taxes not yet due and payable or that are being contested in good faith and for which

adequate reserves have been established and reflected on the financial statements of the Company, (iii) easements, rights of way,

and other similar encumbrances that do not materially adversely affect the value or affect the use of the properties or assets subject

thereto or affected thereby or otherwise materially impair business operations at such properties as bank facilities, and (iv) such

imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or

affected thereby or otherwise materially impair business operations at such properties.

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(g)           Neither

the Company nor any of its Subsidiaries (i) has ever been a member of an affiliated, combined, consolidated or unitary Tax group

for purposes of filing any Tax Return, other than, for purposes of filing, affiliated, combined, consolidated or unitary Tax Returns,

a group of which the Company was the common parent, (ii) has any liability for Taxes of any Person (other than the Company or any

of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) or as

transferee or successor, (iii) is a party to or bound by any Tax sharing or allocation agreement (other than any such agreement

exclusively between or among the Company and its Subsidiaries) or to any other contract to indemnify any other Person with respect to

Taxes (in each case, other than ancillary provisions in commercial agreements not primarily related to Taxes), (iv) has, or has

ever had, a permanent establishment in any country other than the country of its organization, or (v) has granted to any Person

any power of attorney that is currently in force with respect to any Tax matter.

(h)           None

of the Company or any of its Subsidiaries has agreed to or is required to make any adjustments pursuant to Section 481(a) of

the Code or any similar provisions of state, local or foreign Law by reason of a change in accounting method, has any knowledge that

any taxing authority has proposed any such adjustment, or has any application pending with any taxing authority requesting permission

for any changes in accounting methods that relate to its business or operations.

(i)            Neither

the Company nor any of its Subsidiaries has participated in any “listed transactions” within the meaning of Treasury Regulations

Section 1.6011-4(b).

(j)            The

Company has made available to Parent true and correct copies of the United States federal consolidated income Tax Returns filed by the

Company and its Subsidiaries for each of the fiscal years ended December 31, 2024 and December 31, 2023.

(k)           None

of the Company or its Subsidiaries has been a “distributing corporation” or “controlled corporation” (i) in

any distribution occurring during the last 30 months that was purported or intended to be governed by Section 355 of the Code (or

any similar provision of state, local or foreign Law) or (ii) to the Knowledge of the Company, in any distribution that could otherwise

constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of

the Code) of which the Mergers are a part.

(l)            As

used in this Agreement, (i) the term “Tax” (including, with correlative meaning, the term “Taxes”)

includes all United States federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty,

capital stock, capital gains, gains taxes, transfer taxes, tariffs, windfall profits taxes, backup withholding, ad valorem taxes, severances,

stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and

other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect

to such amounts and any interest in respect of such penalties and additions, and (ii) the term “Tax Return” includes

all returns, declarations, reports and claims for refund (including elections, declarations, disclosures, schedules, estimates and information

returns or statements relating to Taxes) required to be supplied to a Tax authority relating to Taxes.

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3.18         Reorganization.

The Company has not taken or agreed to take any action, and is not aware of any fact or circumstance, that would prevent or impede, or

could reasonably be expected to prevent or impede, the Merger and the Second Step Merger, taken together, from qualifying as a “reorganization”

within the meaning of Section 368(a) of the Code.

3.19         Intellectual

Property; Information Security.

(a)           Section 3.19(a) of

the Company Disclosure Schedule contains a true and complete list, as of the date hereof, of all Company Owned Intellectual Property

that is Registered, indicating for each item the record owner, registration or application number, registration or application date,

and the filing jurisdiction, social media platform or domain name registrar, as applicable.

(b)           (i) Each

of the Company and its Subsidiaries solely owns (beneficially, and of record where applicable), free and clear of all Liens, other than

Permitted Encumbrances, all right, title and interest in and to its respective Company Owned Intellectual Property and (ii) the

Company Owned Intellectual Property is subsisting and, to the Knowledge of the Company, all issued and granted items therein are valid

and enforceable, except, in each case of clauses (i) and (ii), as would not reasonably be expected to have, either individually

or in the aggregate, a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries owns or otherwise has valid rights

to use all Intellectual Property used in and material to, or necessary for the conduct of, each of their respective businesses.

as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the

Company, (i) to the Knowledge of the Company, the operation of the Company and each of its Subsidiaries’ respective businesses

as presently conducted does not infringe, dilute, misappropriate or otherwise violate, and has not since January 1, 2024 infringed,

diluted, misappropriated or otherwise violated, the Intellectual Property of any third Person, and (ii) neither the Company nor

any of its Subsidiaries has received any written claim, notice, invitation to license or similar written communication, or is party to

(or has received any written threat of) any action, suit, proceeding, or investigation, alleging any of the foregoing, or otherwise challenging

the scope, ownership, enforceability or validity of any Company Owned Intellectual Property, in each case, since January 1, 2024.

(d)           Except

as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the

Company, (i) to the Knowledge of the Company, no third Person is infringing, diluting, misappropriating or otherwise violating,

or has infringed, diluted, misappropriated or otherwise violated since January 1, 2024, any of the Company Owned Intellectual Property,

and (ii) neither the Company nor any of its Subsidiaries has asserted or threatened in writing any claim, action, suit, proceeding

or investigation against any Person (including any notice, invitation to license or similar written communication), or is party to any

action, suit, proceeding or investigation, alleging any of the foregoing, or otherwise challenging the scope, ownership, enforceability

or validity of any Intellectual Property of any third Person, in each case, since January 1, 2024.

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(e)           Except

as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the

Company, (i) the Company and each of its Subsidiaries has taken commercially reasonable measures to protect the confidentiality

of all Trade Secrets that are owned, used or held by the Company or any of its Subsidiaries, and (ii) such Trade Secrets have not

been disclosed by the Company or any of its Subsidiaries to or, to the Knowledge of the Company, discovered by, any Person (other than

directors, officers and employees of the Company and its Subsidiaries), except pursuant to written and binding non-disclosure agreements

which, to the Knowledge of the Company, have not been breached.

(f)            Except

as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the

Company, (i) each current and former employee or contractor of the Company or any of its Subsidiaries who has developed any Intellectual

Property for or on behalf of the Company or any of its Subsidiaries has signed an agreement containing a present assignment to the Company

or its applicable Subsidiary of all such Intellectual Property, and (ii) to the Knowledge of the Company, no such Person retains

or claims to retain any right, title or interest in or to any such Intellectual Property.

(g)           The

Company IT Assets (i) operate and perform substantially as required by the Company and each of its Subsidiaries in connection with

their respective businesses, (ii) have not malfunctioned, failed or experienced unscheduled downtime or substandard performance

since January 1, 2024 in a manner that has caused, or would reasonably be expected to cause, disruption to the business operations

of the Company or any of its Subsidiaries, and (iii) to the Knowledge of the Company, are free from Malicious Code or other bugs

or defects that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

The Company and its Subsidiaries solely own all Company IT Assets owned (or purported to be owned) by the Company or its Subsidiaries,

free and clear of all Liens (other than Permitted Encumbrances), and otherwise have valid rights to use all the Company IT Assets used

in and material to, or necessary for the conduct of, their respective businesses.

(h)           The

Company and each of its Subsidiaries have implemented commercially reasonable measures consistent with industry practices designed to

(i) protect the confidentiality, integrity, operation and security of the Company IT Assets (and all information and transactions

stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, encryption, modification or corruption,

including backup, security and disaster recovery technology and procedures, and (ii) prevent the introduction of Malicious Code

into the Company IT Assets or into Software included in the Company Owned Intellectual Property, including the use of firewall protections

and regular scans for Malicious Code and access monitoring.

(i)            To

the Company’s Knowledge, there has been no unauthorized use, access, interruption, unavailability, modification or corruption of

any of the Company IT Assets (or any information or transactions stored or contained therein or transmitted thereby) since January 1,

2024.

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(j)            The

Company and each of its Subsidiaries (i) have established and implemented written policies and organizational, physical, administrative

and technical measures that are reasonable and consistent with industry practice and all applicable Privacy and Security Requirements,

and (ii) are designed to be in material compliance, and have at all times since January 1, 2024, complied in all material respects,

with all applicable Privacy and Security Requirements.

(k)           Since

January 1, 2024, (i) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any written

notice (including any enforcement notice), letter or complaint from any Person (including any Governmental Entity) alleging, or providing

notice of any investigation concerning, any noncompliance with any Privacy and Security Requirements, (ii) no Person has, to the

Knowledge of the Company, obtained any unauthorized access to or misused any Personal Information held or Processed by or on behalf of

the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries have notified, or been required

by the Privacy and Security Requirements to notify, any Person (including any Governmental Entity) with respect to any such unauthorized

access or misuse.

(l)            (i) Except

as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the

Company, and to the Knowledge of the Company, no Generative AI Tools have been used in connection with the development or creation of

any Company Owned Intellectual Property in a manner that would result in the loss of, or impairment to, the Company’s or its Subsidiaries’

ownership of, or rights in, such Company Owned Intellectual Property, (ii) to the Knowledge of the Company, neither the Company

nor any of its Subsidiaries has provided any Personal Information or Trade Secrets of, or held or controlled by, the Company or any of

its Subsidiaries as Inputs to any Generative AI Tools, other than enterprise Generative AI Tools that (A) are subject to written

terms that prohibit the training, retraining, or fine-tuning of models using such Inputs and (B) do not retain or use such Inputs

for any purpose other than generating responses for the Company or any of its Subsidiaries, (iii) since January 1, 2024, neither

the Company nor any of its Subsidiaries has received any written notice (including any enforcement notice), letter or complaint from

any Person (including any Governmental Entity) concerning the Company’s or any of its Subsidiaries’ development, implementation,

deployment or use of Generative AI Tools, (iv) the Company and its Subsidiaries comply, and since January 1, 2024, have complied,

in all material respects with all applicable Laws related to the development, training, implementation, deployment or use of Generative

AI Tools by the Company or its Subsidiaries, and (v) the Company and its Subsidiaries have implemented and maintain reasonable technical

safeguards and written policies governing the use of Generative AI Tools by their respective employees and contractors, which, to the

Knowledge of the Company, have been complied with in all material respects.

(m)          For

purposes of this Agreement:

(i)            “Company

IT Assets” means any and all IT Assets owned, leased or licensed (or purported to be owned, leased or licensed) by the Company

or any of its Subsidiaries.

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(ii)           “Company

Owned Intellectual Property” means Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

(iii)          “Generative

AI Tool” means any generative artificial intelligence technology or similar tools used for producing content (including in

the form of text, images, audio or video), predictions, recommendations or decisions in response to prompts or other inputs.

(iv)          “Inputs”

means any and all data, content or materials of any nature (including text, numbers, images, photos, graphics, video, audio or Software)

used to develop, train, post-train, fine-tune, validate, test, improve or use any Generative AI Tools or machine learning, deep learning

or other artificial intelligence models.

(v)           “Intellectual

Property” means rights in or to any and all of the following, anywhere in the world: (A) trademarks, service marks, brand

names, collective marks, Internet domain names, social media accounts and handles, logos, symbols, slogans, designs and other indicia

of origin, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals

for the foregoing, and all goodwill associated therewith and symbolized thereby; (B) patents and patentable inventions (whether

or not reduced to practice), all improvements thereto, and all invention disclosures and applications therefor, together with all divisions,

continuations, continuations-in-part, revisions, renewals, extensions, reexaminations and reissues in connection therewith; (C) confidential

proprietary business information, trade secrets and know-how, including processes, schematics, business and other methods, technologies,

techniques, protocols, algorithms, source code, programs, strategies, formulae, drawings, prototypes, models (including any machine learning,

deep learning or other artificial intelligence models), designs, customer and vendor lists, unpatentable discoveries and inventions (“Trade

Secrets”); (D) copyrights in published and unpublished works of authorship (including website content, mobile applications,

Software, databases and other compilations of information), and all registrations and applications therefor, and all renewals, extensions,

restorations and reversions thereof; and (E) other intellectual property rights or proprietary rights throughout the world.

(vi)          “IT

Assets” means computers, devices, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data, data

communications lines, and all other information technology equipment, and all associated documentation.

(vii)         “Malicious

Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,”

“virus,” “worm,” “spyware,” “malware,” “ransomware” (in each case, as such

terms are commonly understood in the software industry) or any other code designed to have any of the following functions: (A) disrupting,

disabling or harming the operation of, or providing unauthorized access to, a computer system or network or other device on which such

code is stored or installed; or (B) compromising the privacy or data security of a user or damaging, encrypting, or destroying any

data or file, in each case, without authorization and without the applicable user’s consent.

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(viii)        “Personal

Information” means any and all information that (A) alone or in combination with other information held by a party or

any of its Subsidiaries can reasonably be used to identify an individual person, household, device or browser, or (B) is defined

as “personally identifiable information,” “personal information,” “personal data” or any term similar

to any of the foregoing under applicable Privacy and Security Requirements.

(ix)           “Privacy

and Security Requirements” means all (A) applicable Laws, (B) contractual commitments of a party or any of its Subsidiaries,

(C) publicly-facing statements, policies, or procedures adopted by a party or any of its Subsidiaries, and (D) industry and

self-regulatory standards and codes of conduct to which a party or any of its Subsidiaries is contractually bound, including, as applicable,

the Payment Card Industry Data Security Standard, in each of clause (A) through (D) of this definition, regarding privacy,

cybersecurity, or data security.

(x)            “Process”

or “Processing” means, with respect to data (including Personal Information), the use, collection, receipt, processing,

aggregation, storage, adaption, alteration, transfer (including cross-border transfers), retrieval, disclosure, dissemination, combination,

erasure, disposal, destruction, or anonymization of such data, any other operation or set of operations that is performed on data or

on sets of data, in each case, whether or not by automated means, and any other form of processing, including as defined by or under

any applicable Law.

(xi)           “Registered”

means issued by, registered with, renewed by or the subject of a pending application before any Governmental Entity, Internet domain

name registrar, or social media platform.

(xii)          “Software”

means any computer program, application, middleware, firmware, microcode and other software, including operating systems, software implementations

of algorithms, models and methodologies, in each case, whether in source code, object code or other form or format, including libraries,

subroutines and other components thereof, and all material documentation relating thereto.

3.20         Properties.

Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company

or one of its Subsidiaries, (a) the Company or one of its Subsidiaries has good and marketable title to all the real property owned

by the Company or one of its Subsidiaries (the “Company Owned Properties”), free and clear of all Liens of any nature

whatsoever, except for Permitted Encumbrances (read without giving effect to any qualification as to materiality set forth in the definition

of Permitted Encumbrances), and (b) is the lessee or sublessee of all leasehold estates leased or subleased by the Company or one

of its Subsidiaries (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company

Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances (read without giving

effect to any qualification as to materiality set forth in the definition of Permitted Encumbrances), and is in possession of the properties

purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or sublessee or, to the Knowledge

of the Company, the lessor. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse

Effect on the Company, none of the Company or any of its Subsidiaries owns, and no such entity is in the process of foreclosing (whether

by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are

pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or

in part. Section 3.20(a) of the Company Disclosure Schedule contains a complete and correct list as of the date hereof of all

Company Owned Properties. Section 3.20(b) of the Company Disclosure Schedule contains a complete and correct list as of the

date hereof of all Company Leased Properties, together with a list of all applicable leases or subleases (each, a “Lease”)

and the name of the lessor or sublessor. There is no pending or, to the Knowledge of the Company, threatened condemnation proceedings

against the Company Real Property.

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3.21         Insurance.

(a)           Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, (a) the

Company and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of the Company

reasonably has determined to be prudent and consistent with industry practice, and the Company and its Subsidiaries are in compliance

with their insurance policies and are not in default under any of the terms thereof, (b) each such policy is outstanding and in

full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of the Company

and its Subsidiaries, the Company or the relevant Subsidiary thereof is the sole beneficiary of such policies, and (c) all premiums

and other payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion. This

Section 3.21(a) does not apply to insurance with respect to any Company Benefit Plan.

(b)           Section 3.21(b) of

the Company Disclosure Schedule sets forth a true, correct and complete description of all bank owned life insurance (“BOLI”)

owned by Company Bank or its Subsidiaries, including the value of its BOLI, as of the date hereof. The value of such BOLI is and has

since January 1, 2024 in all material respects been fairly and accurately reflected in the most recent balance sheet included in

the Company SEC Reports in accordance with GAAP.

3.22         Accounting

and Internal Controls.

(a)           The

records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under

means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership

of, or leased or provided as a service to, the Company or its Subsidiaries or accountants (including all means of access thereto and

therefrom), except for any non-exclusive ownership that would not reasonably be expected, either individually or in the aggregate, to

have a Material Adverse Effect on the Company. The Company and its Subsidiaries have devised and maintain internal control over financial

reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Such internal control over financial

reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable

detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts

and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the

Company’s assets that could have a material effect on their respective financial statements. The Company has designed and implemented

disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure

that material information relating to the Company and its Subsidiaries is made known to its management by others within those entities

as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act and

Sections 302 and 906 of the Sarbanes-Oxley Act and such disclosure controls and procedures are effective.

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(b)           The

Company’s management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance

with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2025, and such assessment concluded

that such controls were effective. The Company previously disclosed, based on its most recent evaluation prior to the date hereof, to

its auditors and the Audit Committee of the Company Board: (A) any significant deficiencies and material weaknesses in the design

or operation of internal controls over financial reporting and (B) any fraud, whether or not material, that involves management

or other employees who have a significant role in its internal controls over financial reporting. The Company has made available to Parent

(i) a summary of any such disclosure made by management to the Company’s auditors and audit committee since December 31,

2025 and (ii) any communication since December 31, 2025 made by management or the Company’s auditors to the audit committee

required or contemplated by listing standards of Nasdaq, the audit committee’s charter or professional standards of the Public

Company Accounting Oversight Board. To the Knowledge of the Company, as of the date hereof there is no reason to believe that the Company’s

outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations

required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification,

when next due.

January 1, 2024, (A) none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any director, officer,

auditor, accountant or representative of the Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge

of any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies

or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or any of its Subsidiaries

or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company

or any of its Subsidiaries, as applicable, has engaged in questionable accounting or auditing practices, and (B) no attorney representing

the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a

material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any

of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any of its directors

or officers. The Company has made available to Parent a summary of all complaints or concerns made since January 1, 2024 through

the Company’s whistleblower hotline or equivalent system for receipt of Company employee concerns, as applicable regarding possible

violations of Law.

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3.23         Risk

Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse

Effect on the Company, all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative

transactions and risk management arrangements, whether entered into for the account of the Company, any of its Subsidiaries or for the

account of a customer of the Company or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance

with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible

at the time and are legal, valid and binding obligations of the Company or one of its Subsidiaries enforceable in accordance with their

terms (except as may be limited by the Bankruptcy and Equity Exception), and are in full force and effect. The Company and each of its

Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations

to perform have accrued, and, to the Knowledge of the Company, there are no material breaches, violations or defaults or allegations

or assertions of such by any party thereunder.

3.24         Loan

Matters.

(a)           Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, each

loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing

assets) in which the Company or any Subsidiary of the Company is a creditor (collectively, “Company Loans”) currently

outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport

to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) to the Knowledge of

the Company, is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (subject

to the Bankruptcy and Equity Exception).

(b)           Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, each

outstanding Company Loan was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant

Company Loan files are being maintained in accordance with the relevant notes or other credit or security documents and the Company’s

written underwriting standards, in each case, with all applicable requirements of applicable Law.

of the agreements pursuant to which the Company or any of its Subsidiaries has sold or is servicing (i) Company Loans or pools of

Company Loans or (ii) participations in Company Loans or pools of Company Loans contain any obligation to repurchase such Company

Loans or interests therein or to pursue any other form of recourse against the Company or any of its Subsidiaries solely on account of

a payment default by the obligor on any such Company Loan.

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(d)           Section 3.24(d) of

the Company Disclosure Schedule sets forth a list of (i) each Company Loan that as of March 31, 2026 had an outstanding balance

of $1,500,000 or more, (ii) each Company Loan that as of March 31, 2026 had an outstanding balance of $500,000 or more that

(A) was contractually past due ninety (90) days or more in the payment of principal and/or interest, (B) was on non-accrual

status, or (C) was classified as “substandard,” “doubtful,” “loss,” “classified,”

“criticized,” “credit risk assets,” “concerned loans,” “watch list,” “impaired”

or “special mention” (or words of similar import) by the Company, any of its Subsidiaries or any Governmental Entity, and

(iii) each asset of the Company or any of its Subsidiaries that, as of March 31, 2026, was classified as “other real

estate owned,” “other repossessed assets” or as an asset to satisfy Company Loans, and the book value thereof as of

such date. For each Company Loan identified in accordance with the immediately preceding sentence, Section 3.24(d) of the Company

Disclosure Schedule sets forth the outstanding balance, including accrued and unpaid interest, on each such Company Loan and the identity

of the borrower thereunder as of March 31, 2026.

(e)           There

are no outstanding Company Loans made by the Company or any of its Subsidiaries to any “executive officer” or other “insider”

(as each such term is defined in Regulation O promulgated by the Federal Reserve) of the Company or its Subsidiaries, other than Company

Loans that are subject to and that were made in compliance with Regulation O or that are exempt therefrom.

(f)            Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, neither

the Company nor any of its Subsidiaries is now, nor has it ever been since January 1, 2024, subject to any fine, suspension, settlement

or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Governmental

Entity relating to the origination, sale or servicing of mortgage or consumer Company Loans.

(g)           Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, as to

each Company Loan that is secured whether in whole or in part, by a guaranty of the United States Small Business Administration or any

other Governmental Entity, such guaranty is in full force and effect, and to the Company’s Knowledge, will remain in full force

and effect following the Effective Time, in each case, without any further action by the Company or any of its Subsidiaries subject to

the fulfillment of their obligations under the agreement with the Small Business Administration that arise after the date hereof.

3.25         Community

Reinvestment Act Compliance. Company Bank has received a Community Reinvestment Act rating of “satisfactory” or better

in its most recently completed Community Reinvestment Act examination.

3.26         Investment

Securities.

(a)           Each

of the Company and its Subsidiaries has good and valid title to all securities held by it (except securities sold under repurchase agreements

or held in any fiduciary or agency capacity) free and clear of any Liens, except to the extent such securities are pledged in the ordinary

course of business to secure obligations of the Company or any of its Subsidiaries and except for such defects in title or Liens that

would not be material to the Company and its Subsidiaries. Such securities are valued on the books of the Company and its Subsidiaries

in accordance with GAAP in all material respects.

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(b)           The

Company and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies,

practices and procedures that the Company believes are prudent and reasonable in the context of such businesses. Since January 1,

2024, the Company and its Subsidiaries have been in compliance with such policies, practices and procedures in all material respects.

3.27         Related

Party Transactions. There are no transactions or series of related transactions, agreements, arrangements or understandings, nor

are there any currently proposed transactions or series of related transactions, between the Company or any of its Subsidiaries, on the

one hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act)

of the Company or any of its Subsidiaries or any Person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange

Act) 5% or more of the outstanding Company Common Stock (or any of such Person’s immediate family members or Affiliates) (other

than Subsidiaries of the Company) on the other hand, of the type required to be reported in any Company SEC Report pursuant to Item 404

of Regulation S-K promulgated under the Exchange Act that have not been so reported on a timely basis.

3.28         Labor.

(a)           Neither

the Company nor any of its Subsidiaries is, nor at any time since January 1, 2024 was, a party to or bound by any collective bargaining

agreement or other agreement with a labor union or like organization, and to the Knowledge of the Company, there are no organizational

campaigns, petitions or other activities or proceedings of any individual or group of individuals, including representatives of any labor

union, workers’ council or labor organization, seeking recognition of a collective bargaining unit with respect to, or otherwise

attempting to represent, any of the employees of the Company or any of its Subsidiaries.

(b)           There

are no organized labor-related controversies, strikes, slowdowns, walkouts or other work stoppages pending or, to the Knowledge

of the Company, threatened (in writing), and neither the Company nor any of its Subsidiaries has experienced any such labor-related controversy,

strike, slowdown, walkout or other work stoppage since January 1, 2024.

of the Company and its Subsidiaries is in compliance with all applicable Laws relating to labor, employment or similar matters, including

discrimination, disability, classification of workers, labor relations, hours of work, payment of wages and overtime wages, pay equity,

immigration, workers’ compensation, working conditions, employee scheduling, occupational safety and health, and family and medical

leave and employment terminations, except for failures to comply that have not had and would not reasonably be expected to have, either

individually or in the aggregate, a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has incurred

any material liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder

(the “WARN Act”) or any similar state or local Law that remains unsatisfied.

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(d)           (i) No

written allegations of sexual or racial harassment or sexual or race-based misconduct have been made since January 1, 2024 against

any individual in his or her capacity as an officer or director of the Company who is subject to the reporting requirements of Section 16(a) of

the Exchange Act (a “Company Insider”), (ii) since January 1, 2024, neither the Company nor any of its Subsidiaries

has entered into any settlement agreement related to allegations of sexual or racial harassment or sexual or race-based misconduct by

any Company Insider, and (iii) there are no proceedings currently pending or, to the Knowledge of the Company, threatened related

to any allegations of sexual or racial harassment or sexual or race-based misconduct by any individual in his or her capacity as a Company

Insider.

3.29         No

Investment Advisor Subsidiary; No Broker-Dealer Subsidiary.

(a)           No

Subsidiary of the Company is required to be licensed or registered with the SEC as an investment adviser pursuant to the Investment Advisers

Act of 1940, as amended.

(b)           No

Subsidiary of the Company is a broker-dealer or is required to be registered as a “broker” or “dealer” in accordance

with the provisions of the Exchange Act, and no employee of a Subsidiary of the Company, as a result of their employment with such Subsidiary,

is required to be registered, licensed or qualified as a registered representative of a broker-dealer under, and in compliance with,

applicable Law other than where such failure of any employee to be registered, licensed or qualified would not reasonably be expected,

either individually or in the aggregate, to have a Material Adverse Effect on the Company.

3.30         No

Additional Representations.

(a)           Except

for the representations and warranties made by the Company in this Article 3 and representations and warranties contained

in any certificates delivered pursuant to this Agreement, neither the Company nor any other Person makes any express or implied representation

or warranty with respect to the Company, its Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions

(financial or otherwise) or prospects, and the Company hereby disclaims any such other representations or warranties. In particular,

without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty

to Parent or Merger Sub or any of their respective Affiliates or representatives with respect to (i) any financial projection, forecast,

estimate, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses or (ii) except

for the representations and warranties made by the Company in this Article 3 and representations and warranties contained

in any certificates delivered pursuant to this Agreement, any oral or written information presented to Parent or Merger Sub or any of

their respective Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of

this Agreement or in the course of the transactions contemplated hereby.

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(b)           Notwithstanding

anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of Parent or Merger Sub or any other

Person has made or is making any representations or warranties relating to Parent or Merger Sub whatsoever, express or implied, beyond

those expressly given by Parent or Merger Sub in Article 4 hereof and those contained in any certificates delivered pursuant

to this Agreement, including any implied representation or warranty as to the accuracy of any information made available to the Company

or any of its representatives. Without limiting the generality of the foregoing, the Company acknowledges that no representations or

warranties are made with respect to any projections, forecasts, estimates, budgets or prospective information that may have been made

available to the Company or any of its representatives.

Article 4

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except

(a) as disclosed in the disclosure schedule delivered by Parent to the Company concurrently herewith (the “Parent Disclosure

Schedule”); provided, that (i) no such item is required to be set forth as an exception to a representation or

warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere

inclusion of an item in the Parent Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission

by Parent that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected

to result in a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article 4 shall

be deemed to qualify (1) any other section of this Article 4 specifically referenced or cross-referenced and (2) other

sections of this Article 4 to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific

cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed

in any Parent SEC Reports filed by Parent after January 1, 2024 and prior to the date hereof (but disregarding risk factor disclosures

contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements”

disclaimer or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), Parent hereby

represents and warrants to the Company as follows:

4.1           Corporate

Organization.

(a)           Parent

is a corporation duly incorporated and validly existing under the Laws of the State of Delaware. Merger Sub is a corporation duly incorporated,

validly existing and in good standing under the Laws of the State of California. Parent Bank is a Hawaii state-chartered commercial bank

duly formed and validly existing under the Laws of the State of Hawaii. Each of Parent, Merger Sub and Parent Bank has the requisite

corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted,

and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it, or the character

or location of the properties and assets owned or leased by it, makes such licensing or qualification necessary, except where the failure

to be so licensed or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect on Parent. Parent is duly registered as a bank holding company under the BHC Act and has elected to be

treated as a financial holding company under the BHC Act. Since the date of its formation, Merger Sub has not engaged in any activities

other than in connection with or as contemplated by this Agreement.

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(b)           True,

complete and correct copies of the Parent Certificate and Parent Bylaws, as in effect as of the date of this Agreement, have previously

been publicly filed by Parent and made available to the Company. The Parent Certificate and Parent Bylaws made available to the Company

are in full force and effect. True, complete and correct copies of the articles of incorporation of Merger Sub and the bylaws of Merger

Sub, as in effect as of the date of this Agreement, have been made available by Parent to the Company.

as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, each Subsidiary

of Parent (i) is duly incorporated or duly formed, as applicable to each such Subsidiary, and validly existing and, where such concept

is recognized under applicable Law, in good standing under the Laws of its jurisdiction of organization and (ii) has the requisite

corporate (or similar) power and authority to own or lease all of its properties and assets and to carry on its business as it is now

being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by

it, or the character or location of the properties and assets owned or leased by it, makes such licensing or qualification necessary.

There are no restrictions on the ability of any Subsidiary of Parent to pay dividends or distributions to Parent, except, in the case

of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all similarly regulated

entities. The deposit accounts of each Subsidiary of Parent that is an insured depository institution are insured by the FDIC through

the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent

permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings

for the termination of such insurance are pending or, to the Knowledge of Parent, threatened. Section 4.1(c) of the Parent

Disclosure Schedule sets forth a list of all Subsidiaries of Parent (which, for the avoidance of doubt, includes any Subsidiaries of

such Subsidiaries), the ownership interest of Parent in each such Subsidiary, as well as the ownership interest of any other Person or

Persons in each such Subsidiary, and a description of the business of each Subsidiary (or, in the case of a Subsidiary that Parent considers

to be “inactive,” a statement to that effect and a description of the business previously conducted by such Subsidiary).

-41-

4.2           Capitalization.

(a)           The

authorized capital stock of Parent consists of 300,000,000 shares of common stock, par value $0.01 per share (the “Parent Common

Stock”), 50,000,000 shares of non-voting common stock, par value $0.01 per share (the “Parent Non-Voting Common Stock”),

and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”).  As of the

close of business on July 10, 2026 (the “Parent Capitalization Date”), there were (i) 121,676,249 shares

of Parent Common Stock outstanding, including zero shares of Parent Common Stock granted in respect of outstanding restricted stock

awards in respect of shares of Parent Common Stock (“Parent RSAs”), (ii) 20,980,385 shares of Parent Common Stock

held in treasury, (iii) 479,319 shares of Parent Common Stock reserved for issuance upon the settlement of outstanding restricted

stock unit awards in respect of shares of Parent Common Stock (“Parent RSUs”), (iv) 1,449,814 shares of Parent

Common Stock reserved for issuance upon the settlement of outstanding performance-based restricted stock unit awards in respect of shares

of Parent Common Stock (“Parent PSUs” and together with the Parent RSAs and the Parent RSUs, the “Parent

Equity Awards”) (assuming performance goals applicable to the Parent PSUs are satisfied at the maximum level), (v) 475,787 shares

of Parent Common Stock reserved for issuance pursuant to future grants under the First Hawaiian, Inc. Employee Stock Purchase Plan

(the “Parent ESPP”), (vi) zero shares of Parent Non-Voting Common Stock outstanding, (vii) zero shares

of Parent Preferred Stock outstanding, (viii) 4,067,184 shares of Parent Common Stock available for future issuance under the First

Hawaiian, Inc. 2025 Omnibus Incentive Compensation Plan and (ix) 59,389 shares of Parent Common Stock available for future

issuance under the First Hawaiian, Inc. Amended & Restated 2016 Non-Employee Director Plan (together with the First Hawaiian, Inc.

2025 Omnibus Incentive Compensation Plan, the “Parent Stock Plans”). All of the issued and outstanding shares of Parent

Common Stock and Merger Sub Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive

rights, with no personal liability attaching to the ownership thereof. Upon issuance of any Parent Common Stock in accordance with the

terms of the applicable Parent Stock Plans and Parent ESPP, such stock will be duly authorized, validly issued, fully paid and nonassessable

and free of preemptive rights, with no personal liability attaching to the ownership thereof. No trust preferred or subordinated debt

securities of Parent are issued or outstanding. To the Knowledge of Parent, there are no voting trusts, shareholder agreements, proxies

or other agreements in effect with respect to the voting or transfer of the Parent Common Stock or other equity interests of Parent.

No Subsidiary of Parent owns any shares of capital stock of Parent. As of the date of this Agreement, no Voting Debt of Parent is issued

or outstanding. Except pursuant to this Agreement and other than Parent Equity Awards issued prior to the date of this Agreement as described

in this Section 4.2(a) and shares issuable in respect of rights granted under the Parent ESPP, Parent does not have

and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling

for the purchase or issuance of any shares of Parent Common Stock, Parent Non-Voting Common Stock, Parent Preferred Stock, Voting Debt

of Parent or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares

of Parent Common Stock, Parent Non-Voting Common Stock, Parent Preferred Stock, Voting Debt of Parent or other equity securities of Parent.

As of the date hereof, other than in connection with the satisfaction of withholding taxes under the Parent Equity Awards, there are

no contractual obligations of Parent or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital

stock of Parent or any equity security of Parent or its Subsidiaries or any securities representing the right to purchase or otherwise

receive any shares of capital stock or any other equity security of Parent or its Subsidiaries or (ii) pursuant to which Parent

or any of its Subsidiaries is or could be required to register shares of Parent capital stock or other securities under the Securities

Act. There are no voting trusts or other agreements or understandings to which Parent or any Subsidiary of Parent is a party with respect

to the voting of Voting Debt. The shares of Parent Common Stock to be issued in the Merger will be duly authorized and validly issued

and, at the Effective Time, all such shares will be fully paid, nonassessable, and free of preemptive rights, with no personal liability

attaching to the ownership thereof.

(b)           Parent

directly owns all of the outstanding stock of Parent Bank.

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as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, all of the

issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of Parent are owned by Parent,

directly or indirectly, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly

issued and are fully paid, nonassessable (except, with respect to Parent Bank, as provided under 12 U.S.C. § 55 or any comparable

provision of applicable state law) and free of preemptive rights. Other than the shares of capital stock or other equity ownership interests

described in the previous sentence, no Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments

or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such

Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity

security of such Subsidiary.

4.3            Authority;

No Violation.

(a)            Each

of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and subject to the Parent Stockholder

Approval and the other actions described in this Section 4.3(a), to consummate the transactions contemplated hereby. The

execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously

approved, and this Agreement has been duly adopted by the Parent Board and the Board of Directors of Merger Sub (the “Merger

Sub Board”), as applicable, and the Parent Board has determined that the Merger, on the terms and conditions set forth in this

Agreement, is in the best interests of Parent and its stockholders, and the Merger Sub Board has determined that the Merger, on the terms

and conditions set forth in this Agreement, is in the best interests of its sole shareholder. Except for (i) the approval of the

Parent Share Issuance by the holders of a majority of the shares present in person or represented by proxy at a stockholders’ meeting

duly called and held for such purpose and entitled to vote on the Parent Share Issuance (the “Parent Stockholder Approval”)

and (ii) the adoption and approval of the Bank Merger Agreement by the Board of Directors of Parent Bank and the approval of the

Bank Merger Agreement by Parent as Parent Bank’s sole shareholder, no other corporate proceedings on the part of Parent are necessary

to approve this Agreement or to consummate the transactions contemplated hereby. Parent, as Merger Sub’s sole shareholder, has

approved this Agreement and the transactions contemplated hereby by written consent. This Agreement has been duly and validly executed

and delivered by Parent and Merger Sub and (assuming due authorization, execution and delivery by the Company) constitutes the valid

and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms (subject to the

Bankruptcy and Equity Exception).

(b)            Neither

the execution and delivery of this Agreement, nor the consummation by Parent or Merger Sub of the Mergers or the other transactions contemplated

hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions of this Agreement, will (i) violate any provision

of the Parent Certificate, Parent Bylaws or similar documents of Parent’s Subsidiaries (including Merger Sub), or (ii) assuming

that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (A) violate any Law

applicable to Parent or Merger Sub, any of its Subsidiaries or any of their respective properties or assets or (B) violate, conflict

with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with notice or

lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under,

accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent

or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license,

lease, franchise, permit, agreement, bylaw or other instrument or obligation to which Parent or any of its Subsidiaries is a party or

by which any of them or any of their respective properties or assets is bound, except (in the case of clauses (A) and (B) above)

for such violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or creations which, either individually

or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

-43-

4.4            Consents

and Approvals. Except for (a) any applicable filing, notification or application with Nasdaq, including any required notification

of listing of additional shares, (b) the filing with the SEC of the Joint Proxy Statement/Prospectus relating to the Company Special

Meeting and the Parent Special Meeting, each to be held in connection with this Agreement and the transactions contemplated hereby, and

the Form S-4 in which the Joint Proxy Statement/Prospectus will be included, and declaration of effectiveness of the Form S-4,

(c) the filing of a notice and/or an application with the Federal Reserve pursuant to the BHC Act and regulations promulgated by

the Federal Reserve thereunder, (d) filings of applications, notices, plans and certificates to the Hawaii Division of Financial

Institutions and the California Department of Financial Protection and Innovation and approval of or non-objection to such applications,

filings, certificates and notices, (e) the filing of a bank merger application with the FDIC pursuant to the Bank Merger Act of

1960, as amended, (f) the filing of the First Step Merger Filings with the California Secretary in connection with the Merger, (g) the

filing of the Second Step Merger Filings and the other documents and filings required under the DGCL and the CCC in connection with the

Second Step Merger, (h) the filing of applicable articles or certificates of merger and such other documents as are necessary to

make the Bank Merger effective, (i) any required filings or notices with the offices of various states in connection with the establishment

of branches and/or offices as a result of the Bank Merger, and (j) such filings and approvals as are required to be made or obtained

under the securities or “blue sky” Laws of various states in connection with the Parent Share Issuance, no consents or approvals

of, or filings or registrations with, any Governmental Entity are necessary in connection with the execution and delivery by Parent or

Merger Sub of this Agreement or the Bank Merger Agreement or the consummation by Parent or Merger Sub of the Mergers, the Bank Merger

and the other transactions contemplated by this Agreement. As of the date hereof, Parent is not aware of any reason relating to Parent

or its Subsidiaries why the necessary regulatory approvals and consents from any Governmental Entity required for the consummation of

the transactions contemplated hereby will not be received in order to permit consummation of the Mergers and the Bank Merger on a timely

basis.

4.5            Reports.

(a)            Parent

and each of its Subsidiaries have timely filed all reports, registrations, statements and certifications, together with any amendments

required to be made with respect thereto, that they were required to file since January 1, 2024 with the Regulatory Agencies, including

any report or statement required to be filed pursuant to the Laws, rules or regulations of the United States, any state, any foreign

entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith, except where the failure

to file (or furnish, as applicable) such report, registration, certification or statement or to pay such fees and assessments, either

individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. Subject to Section 9.11

and except for normal examinations conducted by a Regulatory Agency in the ordinary course of business of Parent and Parent’s Subsidiaries,

(i) no Regulatory Agency has initiated or has pending any proceeding or, to the Knowledge of Parent, investigation into the business

or operations of Parent or any of Parent’s Subsidiaries since January 1, 2024, (ii) there is no unresolved violation,

criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections

of Parent or any of Parent’s Subsidiaries, and (iii) there has been no formal or informal inquiries by, or disagreements or

disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Parent or any of Parent’s

Subsidiaries since January 1, 2024, in each case of clauses (i) through (iii), which would reasonably be expected to have,

either individually or in the aggregate, a Material Adverse Effect on Parent.

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(b)            An

accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with

or furnished to the SEC by Parent pursuant to the Securities Act or the Exchange Act since January 1, 2024 (the “Parent

SEC Reports”) is publicly available. No such Parent SEC Report, at the time filed or furnished (and, in the case of registration

statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue

statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements

made therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of

a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective

dates, all Parent SEC Reports complied in all material respects as to form with the published rules and regulations of the SEC with

respect thereto. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications

required of him or her under Section 302 or Section 906 of the Sarbanes-Oxley Act. As of the date of this Agreement, there

are no outstanding comments from or material unresolved issues raised by the SEC or any Regulatory Agency with respect to any of the

Parent SEC Reports or any report, registration, statement or certification filed or furnished by Parent or any of its Subsidiaries with

any Regulatory Agency.

is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

4.6            Financial

Statements.

(a)            The

financial statements of Parent and its Subsidiaries included (or incorporated by reference) in the Parent SEC Reports (including the

related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Parent and its

Subsidiaries; (ii) fairly present in all material respects the consolidated results of operations, cash flows and changes in stockholders’

equity and consolidated financial position of Parent and the Parent’s Subsidiaries for the respective fiscal periods or as of the

respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount);

(iii) complied as to form, as of their respective dates of filing with the SEC, in all material respects, with applicable accounting

requirements and with the published rules and regulations of the SEC with respect thereto; and (iv) have been prepared in accordance

with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto.

The books and records of Parent and its Subsidiaries have been since January 1, 2024 maintained in all material respects in accordance

with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date hereof, Deloitte &

Touche LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent

as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement

disclosure or auditing scope or procedure.

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(b)            Except

as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent

nor any of its Subsidiaries has incurred nor is subject to any liability or obligation of any nature whatsoever (whether absolute, accrued,

contingent, determined, determinable or otherwise and whether due or to become due), except for (i) those liabilities that are reflected

or reserved against on the consolidated balance sheet of Parent included in Parent’s Quarterly Report on Form 10-Q for the

quarter ended March 31, 2026 (including any notes thereto), (ii) liabilities incurred in the ordinary course of business consistent

with past practice since March 31, 2026, or (iii) in connection with this Agreement and the transactions contemplated hereby.

4.7            Broker’s

Fees. Neither Parent nor any of its Subsidiaries nor any of their respective officers, directors, employees or agents has utilized

any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions or finder’s fees in

connection with the Merger or any other transactions contemplated by this Agreement, other than to Evercore Group L.L.C.

4.8            Absence

of Changes.

(a)            Since

December 31, 2025 through the date hereof, except with respect to the transactions contemplated hereby, Parent and its Subsidiaries

have conducted their respective businesses in all material respects in the ordinary course of the businesses.

(b)            Since

December 31, 2025, no change or development or combination of changes or developments has occurred that have had or would reasonably

be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent.

4.9            Compliance

with Applicable Law.

(a)            Parent

and each of its Subsidiaries hold, and have at all times since January 1, 2024 held, all licenses, franchises, permits and authorizations

which are necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets

under and pursuant to applicable Law (and have paid all fees and assessments due and payable in connection therewith) and, to the Knowledge

of Parent, no suspension or cancellation of any such license, franchise, permit or authorization is threatened in writing, except where

neither the failure to hold nor the cost of obtaining and holding such license, franchise, permit, or authorization (nor the failure

to pay any fees or assessments) would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

on Parent. Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on

Parent, (i) Parent and each of its Subsidiaries have complied with, and each are not in default or violation of, (A) any applicable

Law, including all Laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity

Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and

Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank

Wall Street Reform and Consumer Protection Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency

Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement

Procedures Act and Regulation X, and any other Law relating to bank secrecy, discriminatory lending, financing or leasing practices,

money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act, and all agency requirements

relating to the origination, sale and servicing of mortgage and consumer loans, and (B) any posted or internal privacy policies

relating to data protection or privacy, including the protection of personal information, and (ii) Parent has no Knowledge of, and

none of Parent, or any of its Subsidiaries has received from a Governmental Entity since January 1, 2024, written notice of, any

defaults or violations of any applicable Law relating to Parent or any of its Subsidiaries.

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(b)            Except

as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, (i) Parent

and each of its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it

serves or served as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance

with the terms of the governing documents and applicable Law, and (ii) none of Parent, any of its Subsidiaries, or any of their

respective directors, officers or employees has committed any breach of trust or fiduciary duty with respect to any such fiduciary account,

and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.

to Section 9.11, neither Parent nor any of its Subsidiaries is subject to any cease-and-desist order or enforcement action

issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment

letter or similar undertaking with, or is subject to any other Regulatory Agreement, nor has Parent or any Subsidiary of Parent been

advised in writing since January 1, 2024 and prior to the date hereof by any Governmental Entity that it is considering issuing,

initiating, ordering or requesting any such Regulatory Agreement. Parent and each of its Subsidiaries are in compliance with each Regulatory

Agreement to which it is party or subject, and neither Parent nor any of its Subsidiaries has received any notice from any Governmental

Entity indicating that either Parent or any of its Subsidiaries is not in compliance with any such Regulatory Agreement.

(d)            None

of Parent, any of its Subsidiaries, or, to the Knowledge of Parent, any of their respective directors, officers, agents, employees or

any other Persons acting on their behalf, (i) has violated the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1 et seq., as

amended, or any other similar applicable foreign, federal or state legal requirement, (ii) has made or provided, or caused to be

made or provided, directly or indirectly, any payment or thing of value to a foreign official, foreign political party, candidate for

office or any other Person while knowing or having a reasonable belief that the Person will pay or offer to pay the foreign official,

party or candidate, for the purpose of influencing a decision, inducing an official to violate their lawful duty, securing an improper

advantage, or inducing a foreign official to use their influence to affect a governmental decision, (iii) has paid, accepted or

received any unlawful contributions, payments, expenditures or gifts, (iv) has violated or operated in noncompliance with any export

restrictions, money laundering Law, anti-terrorism Law or regulation, anti-boycott regulations or embargo regulations or (v) is

currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the Treasury Department, except,

in each case of clauses (i) through (v), as would not, either individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect on Parent.

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(e)            As

of the date hereof, each of Parent and Parent Bank maintains regulatory capital ratios that exceed the levels established for “well-capitalized”

institutions (as such term is defined in the relevant regulation of the institution’s primary bank regulator). As of the date hereof,

neither Parent nor Parent Bank has received any notice from a Governmental Entity that its status as “well-capitalized” or

that Parent Bank’s Community Reinvestment Act rating will change within one (1) year from the date of this Agreement.

4.10          State

Takeover Laws. No Takeover Law is applicable to this Agreement or the transactions contemplated hereby. Parent does not have any

stockholder rights plan, “poison pill” or similar plan or arrangement in effect.

4.11          Parent

Benefit Plans.

(a)            Each

Parent Benefit Plan that is intended to qualify under Section 401(a) of the Code and each related trust intended to qualify

under Section 501(a) of the Code has received a favorable determination, advisory or opinion letter from the IRS with respect

to each such Parent Benefit Plan as to its qualified status under the Code, any such letter has not been revoked and, to the Knowledge

of Parent, no fact or event has occurred that could reasonably be expected to materially adversely affect the qualified status of any

such Parent Benefit Plan or the Tax exempt status of any such trust. For purposes of this Agreement, “Parent Benefit Plan”

means each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA,

and any equity purchase plan, option, equity bonus, phantom equity or other equity plan, profit sharing, bonus, retirement, deferred

compensation, excess benefit, incentive compensation, severance, change in control or termination pay, employment agreement, consulting

agreement, hospitalization or other medical or dental, life insurance (including any self-insured welfare arrangements), supplemental

unemployment, salary continuation, sick leave or other leave of absence, short- or long-term disability, vacation benefits, health or

fringe benefit plan, program, practice, policy, agreement or arrangement providing other compensation or benefits, in any case, for the

benefit of any current or former employee, officer, director or consultant of Parent or any of its Subsidiaries that is sponsored or

maintained by Parent or any of its Subsidiaries, or to which Parent or any of its Subsidiaries contributes or is obligated to contribute,

or to which any liability is borne by Parent or any of its Subsidiaries, whether or not written and whether or not funded.

(b)            Each

Parent Benefit Plan (including any related trust) has been established, operated and administered in all material respects in compliance

with its terms and applicable Laws, including, without limitation, to the extent applicable, ERISA and the Code. There are no pending

or, to Parent’s Knowledge, threatened claims (other than routine claims for benefits) or proceedings by a Governmental Entity by,

on behalf of or against any Parent Benefit Plan or any trust related thereto which could reasonably be expected to result in any material

liability to Parent or any of its Subsidiaries. None of Parent or any of its Subsidiaries has engaged in a transaction that would be

reasonably likely to subject Parent or any of its Subsidiaries to a material tax or material penalty imposed by either Section 4975

or 4976 of the Code, in any case, that has not been fully satisfied.

-48-

contributions required to be made by Parent or any of its Subsidiaries with respect to each Parent Benefit Plan for any period through

the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof,

have been accrued on the financial statements to the extent required under GAAP.

(d)            (i) No

Parent Benefit Plan is a Multiemployer Plan or a Multiple Employer Plan; (ii) none of Parent or its Subsidiaries nor any of their

respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer

Plan or Multiple Employer Plan or any plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA;

and (iii) none of Parent and its Subsidiaries nor any of their respective ERISA Affiliates has incurred any withdrawal liability

under Title IV of ERISA that has not been satisfied in full.

4.12          Opinion.

The Parent Board has received an oral opinion from Evercore Group L.L.C., to be confirmed by delivery of a written opinion, that, as

of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio in the Merger

is fair, from a financial point of view, to Parent. Such opinion has not been amended or rescinded as of the date of this Agreement.

4.13          Parent

Information. The information relating to Parent and its Subsidiaries that is provided by Parent or its representatives for inclusion

in the Joint Proxy Statement/Prospectus and the Form S-4, or in any application, notification or other document filed with any other

Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any

untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

in which they are made, not misleading. The Joint Proxy Statement/Prospectus (except for such portions thereof that relate only to the

Company or any of the Company’s Subsidiaries or are within the reasonable control of the Company and the Company’s Subsidiaries)

will comply in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations

thereunder. The Form S-4 will comply with the provisions of the Securities Act and the rules and regulations thereunder. Notwithstanding

the foregoing, no representation or warranty is made by Parent with respect to statements made or incorporated by reference therein based

on information provided or supplied by or on behalf of the Company or its Subsidiaries in the Joint Proxy Statement/Prospectus or Form S-4.

4.14          Legal

Proceedings.

(a)            Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, there is no

suit, action, investigation, claim, or proceeding pending, or to the Knowledge of Parent, threatened against or affecting Parent or any

of its Subsidiaries or any of the current or former directors or executive officers of Parent or any of its Subsidiaries.

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(b)            Subject

to Section 9.11, there is no outstanding injunction, order, writ, award, judgment, settlement, arbitration ruling, decree

or regulatory restriction imposed upon or entered into by Parent, any of its Subsidiaries or the assets of Parent or any of its Subsidiaries

(or that, upon consummation of the Mergers, would apply to the Surviving Entity or any of its Affiliates) that would reasonably be expected

to be material to the Surviving Entity and its Subsidiaries, taken as a whole (other than any order issued by a Regulatory Agency in

connection with the Mergers or Bank Merger whose approval is required for the Mergers or Bank Merger, as the case may be).

4.15          Material

Contracts.

(a)            Each

contract, arrangement, commitment or understanding (whether written or oral) that is a “material contract” (as such term

is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which Parent or any of its Subsidiaries is a party or by which Parent

or any of its Subsidiaries is bound as of the date hereof has been filed as an exhibit to the most recent Annual Report on Form 10-K

filed by Parent, or a Quarterly Report on Form 10-Q or Current Report on Form 8-K subsequent thereto (each, a “Parent

Contract”).

(b)            In

each case, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on

Parent, (i) each Parent Contract is a valid and legally binding agreement of Parent or one of its Subsidiaries, as applicable, and,

to the Knowledge of Parent, the counterparty or counterparties thereto, is enforceable in accordance with its terms (subject to the Bankruptcy

and Equity Exception) and is in full force and effect, (ii) Parent and each of its Subsidiaries has duly performed all obligations

required to be performed by it prior to the date hereof under each Parent Contract, (iii) neither Parent nor any of its Subsidiaries,

and, to the Knowledge of Parent, any counterparty or counterparties, is in breach of any provision of any Parent Contract, and (iv) no

event or condition exists that constitutes, after notice or lapse of time or both, will constitute, a breach, violation or default on

the part of Parent or any of its Subsidiaries under any such Parent Contract or provide any party thereto with the right to terminate

such Parent Contract.

4.16          Taxes.

Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent:

(a)            Parent

and each of its Subsidiaries (i) have duly and timely filed (taking into account any extension of time within which to file) all

Tax Returns required to be filed by any of them, and all such filed Tax Returns are true, complete and accurate in all respects; and

(ii) have fully and timely paid all Taxes that are due and payable or that Parent or any of its Subsidiaries are obligated to withhold

from amounts owing to any employee, creditor, shareholder, independent contractor or other third party.

(b)            There

are no audits, suits, proceedings, examinations or assessments pending or threatened in writing in respect of Taxes by the IRS or any

state, local or foreign Tax authority and neither Parent nor any of its Subsidiaries has received written notice from any Tax authority

that an audit, suit, proceeding, examination or assessment in respect of Taxes is pending or threatened.

-50-

deficiencies in respect of Taxes have been asserted or assessments made against Parent or any of its Subsidiaries that have not been

paid or resolved in full and neither Parent nor any of its Subsidiaries has waived any statute of limitations or agreed to any extension

of time with respect to a Tax assessment or deficiency.

(d)            No

claim in respect of Taxes has been made against Parent or any of its Subsidiaries by any Tax authority in a jurisdiction where Parent

or its Subsidiaries does not file Tax Returns that Parent or its Subsidiaries is or may be subject to taxation by that jurisdiction.

(e)            Parent

is not, and during the past five (5) years has never been, a “United States real property holding corporation” within

the meaning of Section 897 of the Code.

(f)             No

liens for Taxes exist with respect to any of the assets of Parent or any of its Subsidiaries, except for liens for Permitted Encumbrances.

Neither Parent nor any of its Subsidiaries has entered into any closing agreements, private letter rulings, technical advice memoranda

or similar agreements or rulings with any Tax authority, nor have any been issued by any Tax authority, in each case that have any continuing

effect.

(g)            Neither

Parent nor any of its Subsidiaries (i) has ever been a member of an affiliated, combined, consolidated or unitary Tax group for

purposes of filing any Tax Return, other than, for purposes of filing, affiliated, combined, consolidated or unitary Tax Returns, a group

of which Parent was the common parent, (ii) has any liability for Taxes of any Person (other than Parent or any of its Subsidiaries)

under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law) or as transferee or successor,

(iii) is a party to or bound by any Tax sharing or allocation agreement (other than any such agreement exclusively between or among

Parent and its Subsidiaries) or to any other contract to indemnify any other Person with respect to Taxes (in each case, other than ancillary

provisions in commercial agreements not primarily related to Taxes), (iv) has, or has ever had, a permanent establishment in any

country other than the country of its organization, or (v) has granted to any Person any power of attorney that is currently in

force with respect to any Tax matter.

(h)            None

of Parent or any of its Subsidiaries has agreed to or is required to make any adjustments pursuant to Section 481(a) of the

Code or any similar provisions of state, local or foreign Law by reason of a change in accounting method, has any knowledge that any

taxing authority has proposed any such adjustment, or has any application pending with any taxing authority requesting permission for

any changes in accounting methods that relate to its business or operations.

(i)             Neither

Parent nor any of its Subsidiaries has participated in any “listed transactions” within the meaning of Treasury Regulations

Section 1.6011-4(b).

(j)             Parent

has made available to the Company true and correct copies of the United States federal consolidated income Tax Returns filed by Parent

and its Subsidiaries for each of the fiscal years ended December 31, 2024 and December 31, 2023.

-51-

(k)            None

of Parent or its Subsidiaries has been a “distributing corporation” or “controlled corporation” (i) in any

distribution occurring during the last 30 months that was purported or intended to be governed by Section 355 of the Code (or any

similar provision of state, local or foreign Law) or (ii) to the Knowledge of Parent, in any distribution that could otherwise constitute

part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code)

of which the Mergers are a part.

4.17          Intellectual

Property; Information Security and Technology.

(a)            Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent: (i) Parent

and each of its Subsidiaries solely owns, free and clear of all Liens other than Permitted Encumbrances, all Intellectual Property owned

or purported to be owned by them (“Parent Owned Intellectual Property”), which is subsisting, and, to the Knowledge

of Parent, all issued and granted items therein are valid and enforceable; (ii) Parent and each of its Subsidiaries own or otherwise

have valid rights to use all Intellectual Property used in and material to the conduct of their respective businesses to the Knowledge

of Parent; (iii) to the Knowledge of Parent, the operation of their respective businesses does not infringe, dilute, misappropriate

or otherwise violate the Intellectual Property of any third Person, and since January 1, 2024 neither Parent nor any of its Subsidiaries

has received any written communication, or has been party to (or received any written threat of) any action, suit, proceeding or investigation,

alleging the same or otherwise challenging the scope, ownership, enforceability or validity of any Parent Owned Intellectual Property;

(iv) to the Knowledge of Parent, no third Person is infringing, diluting, misappropriating or otherwise violating any Parent Owned

Intellectual Property; (v) Parent and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality

of all Trade Secrets that are owned, used or held by Parent or any of its Subsidiaries, and such Trade Secrets have not been disclosed

by Parent or any of its Subsidiaries to or, to the Knowledge of Parent, discovered by, any Person (other than directors, officers and

employees of Parent or its Subsidiaries) except pursuant to written and binding non-disclosure agreements which, to the Knowledge of

Parent, have not been breached; and (vi) each current and former employee or contractor of Parent or any of its Subsidiaries who

developed Intellectual Property for or on behalf of Parent or any of its Subsidiaries has signed an agreement containing a present assignment

to Parent or its applicable Subsidiary of all such Intellectual Property, and to the Knowledge of Parent, no such Person retains or claims

to retain any right, title or interest in or to any such Intellectual Property.

(b)            Parent

and its Subsidiaries solely own all IT Assets owned (or purported to be owned) by Parent or its Subsidiaries, free and clear of all Liens

(other than Permitted Encumbrances), and otherwise have valid rights to use all the IT Assets used in and material to, or necessary for

the conduct of, their respective businesses (“Parent IT Assets”).

Parent IT Assets (i) operate and perform substantially as required by Parent and each of its Subsidiaries in connection with their

respective businesses, (ii) have not malfunctioned, failed or experienced unscheduled downtime or substandard performance since

January 1, 2024 in a manner that has caused, or would reasonably be expected to cause, disruption to the business operations of

Parent or any of its Subsidiaries, and (iii) to the Knowledge of Parent, are free from Malicious Code or other bugs or defects that

would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

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(d)            Parent

and each of its Subsidiaries have implemented commercially reasonable measures consistent with industry practices designed to (i) protect

the confidentiality, integrity, operation and security of the Parent IT Assets (and all information and transactions stored or contained

therein or transmitted thereby) against any unauthorized use, access, interruption, encryption, modification or corruption, including

backup, security and disaster recovery technology and procedures, and (ii) prevent the introduction of Malicious Code into the Parent

IT Assets or into Software included in the Parent Owned Intellectual Property, including the use of firewall protections and regular

scans for Malicious Code and access monitoring.

(e)            To

the Knowledge of Parent, there has been no unauthorized use, access, interruption, unavailability, modification or corruption of any

of the Parent IT Assets (or any information or transactions stored or contained therein or transmitted thereby) since January 1,

2024.

(f)             Parent

and each of its Subsidiaries (i) have established and implemented written policies and organizational, physical, administrative

and technical measures that are reasonable and consistent with industry practice and all applicable Privacy and Security Requirements,

and (ii) are designed to be in material compliance, and have at all times since January 1, 2024, complied in all material respects,

with all applicable Privacy and Security Requirements.

(g)            Since

January 1, 2024, (i) to the Knowledge of Parent, neither Parent nor any of its Subsidiaries has received any written notice

(including any enforcement notice), letter or complaint from any Person (including any Governmental Entity) alleging, or providing notice

of any investigation concerning, any noncompliance with any Privacy and Security Requirements, (ii) no Person has, to the Knowledge

of Parent obtained any unauthorized access to or misused any Personal Information held or Processed by or on behalf of Parent or any

of its Subsidiaries, and (iii) neither Parent nor any of its Subsidiaries have notified, or been required by the Privacy and Security

Requirements to notify, any Person (including any Governmental Entity) with respect to any such unauthorized access or misuse.

(h)            (i) Except

as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent,

and to the Knowledge of Parent, no Generative AI Tools have been used in connection with the development or creation of any Parent Owned

Intellectual Property in a manner that would result in the loss of, or impairment to, Parent’s or its Subsidiaries’ ownership

of, or rights in, such Parent Owned Intellectual Property, (ii) to the Knowledge of Parent, neither Parent nor any of its Subsidiaries

has provided any Personal Information or Trade Secrets of, or held or controlled by, Parent or any of its Subsidiaries as Inputs to any

Generative AI Tools, other than enterprise Generative AI Tools that (A) are subject to written terms that prohibit the training,

retraining, or fine-tuning of models using such Inputs and (B) do not retain or use such Inputs for any purpose other than generating

responses for Parent or any of its Subsidiaries, (iii) since January 1, 2024, neither Parent nor any of its Subsidiaries has

received any written notice (including any enforcement notice), letter or complaint from any Person (including any Governmental Entity)

concerning Parent’s or any of its Subsidiaries’ development, implementation, deployment or use of Generative AI Tools, (iv) Parent

and its Subsidiaries comply, and since January 1, 2024, have complied, in all material respects with all applicable Laws related

to the development, training, implementation, deployment or use of Generative AI Tools by Parent or its Subsidiaries, and (v) Parent

and its Subsidiaries have implemented and maintain reasonable technical safeguards and written policies governing the use of Generative

AI Tools by their respective employees and contractors, which, to the Knowledge of Parent, have been complied with in all material respects.

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4.18          Properties.

Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent or a

Subsidiary of Parent, (a) Parent or one of its Subsidiaries has good and marketable title to all the real property owned by Parent

or one of its Subsidiaries (the “Parent Owned Properties”), free and clear of all Liens, except for Permitted Encumbrances

(read without giving effect to any qualification as to materiality set forth in the definition of Permitted Encumbrances), and (b) is

the lessee or sublessee of all leasehold estates leased or subleased by Parent or one of its Subsidiaries (collectively with the Parent

Owned Properties, the “Parent Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted

Encumbrances (read without giving effect to any qualification as to materiality set forth in the definition of Permitted Encumbrances),

and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by

the lessee or sublessee or, to the Knowledge of Parent, the lessor. Except as would not reasonably be expected, either individually or

in the aggregate, to have a Material Adverse Effect on Parent, none of Parent or any of its Subsidiaries owns, and no such entity is

in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except

pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises

on the date hereof in whole or in part. There is no pending or, to the Knowledge of Parent, threatened condemnation proceedings against

the Parent Real Property.

4.19          Environmental

Matters. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on

Parent, (a) Parent and its Subsidiaries are in compliance, and have since January 1, 2024 complied, with any applicable Environmental

Laws; (b) there are no proceedings, claims, actions, or, to the Knowledge of Parent, investigations of any kind, pending, or, to

the Knowledge of Parent, threatened, by any Person, court, agency, or other Governmental Entity or any arbitral body, against Parent

or its Subsidiaries relating to liability under any Environmental Law and, to the Knowledge of Parent, there is no reasonable basis for

any such proceeding, claim, action or investigation; (c) there are no agreements, orders, judgments or decrees by or with any court,

Regulatory Agency or other Governmental Entity, or any agreements, indemnities or settlements with any Person that impose any liabilities

or obligations under, relating to or in respect of any Environmental Law; and (d) to the Knowledge of Parent, there are, and have

been since January 1, 2024, no Releases of any Hazardous Substances at any property currently or formerly owned, operated or leased

by Parent or any of its Subsidiaries under circumstances which could reasonably be expected to result in liability to or claims against

Parent or its Subsidiaries relating to any Environmental Law.

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4.20          Insurance.

Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Parent, (a) Parent

and its Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of Parent reasonably

has determined to be prudent and consistent with industry practice, and Parent and its Subsidiaries are in compliance with their insurance

policies and are not in default under any of the terms thereof, (b) each such policy is outstanding and in full force and effect

and, except for policies insuring against potential liabilities of officers, directors and employees of Parent and its Subsidiaries,

Parent or the relevant Subsidiary thereof is the sole beneficiary of such policies, and (c) all premiums and other payments due

under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion. This Section 4.20

does not apply to insurance with respect to any Parent Benefit Plan.

4.21          Accounting

and Internal Controls.

(a)            The

records, systems, controls, data and information of Parent and its Subsidiaries are recorded, stored, maintained and operated under means

(including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership of,

or leased or provided as a service to, Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom),

except for any non-exclusive ownership that would not reasonably be expected, either individually or in the aggregate, to have a Material

Adverse Effect on Parent. Parent and its Subsidiaries have devised and maintain internal control over financial reporting (within the

meaning of Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Such internal control over financial reporting is effective

in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance

with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of the assets of Parent, (ii) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of

Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could

have a material effect on their respective financial statements. Parent has designed and implemented disclosure controls and procedures

(within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating

to Parent and its Subsidiaries is made known to its management by others within those entities as appropriate to allow timely decisions

regarding required disclosure and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley

Act and such disclosure controls and procedures are effective.

(b)            Parent’s

management has completed an assessment of the effectiveness of its internal control over financial reporting in compliance with the requirements

of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2025, and such assessment concluded that such controls

were effective. Parent previously disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the Audit

Committee of the Parent Board: (A) any significant deficiencies and material weaknesses in the design or operation of internal controls

over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant

role in its internal controls over financial reporting. Parent has made available to the Company (i) a summary of any such disclosure

made by management to Parent’s auditors and audit committee since December 31, 2025 and (ii) any communication since

December 31, 2025 made by management or Parent’s auditors to the audit committee required or contemplated by listing standards

of Nasdaq, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. To the Knowledge

of Parent, there is no reason to believe that Parent’s outside auditors and its chief executive officer and chief financial officer

will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to

Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.

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January 1, 2024, (A) none of Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any director, officer, auditor,

accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material

complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods

(including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Parent or any of its Subsidiaries or their respective

internal accounting controls, including any material complaint, allegation, assertion or written claim that Parent or any of its Subsidiaries

has engaged in questionable accounting or auditing practices, and (B) no attorney representing Parent or any of its Subsidiaries,

whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach

of fiduciary duty or similar violation by it or any of its officers or directors to the Parent Board or any committee thereof or to any

of its directors or officers.

4.22         Risk

Management Instruments. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse

Effect on Parent, all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative

transactions and risk management arrangements, whether entered into for the account of Parent, any of its Subsidiaries or for the account

of a customer of Parent or one of its Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable

rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and

are legal, valid and binding obligations of Parent or one of its Subsidiaries enforceable in accordance with their terms (except as may

be limited by the Bankruptcy and Equity Exception), and are in full force and effect. Parent and each of its Subsidiaries have duly performed

in all material respects all of their material obligations thereunder to the extent that such obligations to perform have accrued, and,

to the Knowledge of Parent, there are no material breaches, violations or defaults or allegations or assertions of such by any party

thereunder.

4.23         Loan

Matters. Except as would not reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on

Parent, each loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, commitments, guarantees and

interest-bearing assets) in which Parent or any Subsidiary of Parent is a creditor (collectively, “Parent Loans”)

(including Parent Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable,

serviced, and the relevant Parent Loan files are being maintained, in all material respects in accordance with the relevant notes or

other credit or security documents, the written underwriting standards of Parent and its Subsidiaries (and, in the case of Parent Loans

held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable federal, state

and local Laws. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect

on Parent, each Parent Loan (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and

what they purport to be, (ii) to the extent carried on the books and records of Parent and its Subsidiaries as secured Parent Loans,

has been secured by valid charges, mortgages, pledges, security interests, restrictions, claims, liens or encumbrances, as applicable,

which have been perfected, and (iii) is the legal, valid and binding obligation of the obligor named therein, enforceable in accordance

with its terms, subject to the Bankruptcy and Equity Exception.

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4.24          Community

Reinvestment Act Compliance. Parent Bank has received a Community Reinvestment Act rating of “satisfactory” or better

in its most recently completed Community Reinvestment Act examination.

4.25          Related

Party Transactions. There are no transactions or series of related transactions, agreements, arrangements or understandings, nor

are there any currently proposed transactions or series of related transactions, between Parent or any of its Subsidiaries, on the one

hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act) of

Parent or any of its Subsidiaries or any person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange Act)

5% or more of the outstanding Parent Common Stock (or any of such person’s immediate family members or affiliates) (other than

Subsidiaries of Parent) on the other hand, of the type required to be reported in any Parent SEC Report pursuant to Item 404 of Regulation

S-K promulgated under the Exchange Act that have not been so reported on a timely basis.

4.26          Investment

Securities.

(a)            Each

of Parent and its Subsidiaries has good and valid title to all securities held by it (except securities sold under repurchase agreements

or held in any fiduciary or agency capacity) free and clear of any Liens, except to the extent such securities are pledged in the ordinary

course of business to secure obligations of Parent or any of its Subsidiaries and except for such defects in title or Liens that would

not be material to Parent and its Subsidiaries. Such securities are valued on the books of Parent and its Subsidiaries in accordance

with GAAP in all material respects.

(b)            Parent

and its Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies,

practices and procedures that Parent believes are prudent and reasonable in the context of such businesses. Since January 1, 2024,

Parent and its Subsidiaries have been in compliance with such policies, practices and procedures in all material respects.

4.27          Reorganization.

None of Parent or any of its Subsidiaries has taken or agreed to take any action, and is not aware of any fact or circumstance, that

would prevent or impede, or could reasonably be expected to prevent or impede, the Merger and the Second Step Merger, taken together,

from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

4.28          Labor.

(a)            Neither

Parent nor any of its Subsidiaries is, nor at any time since January 1, 2024 was, a party to or bound by any collective bargaining

agreement or other agreement with a labor union or like organization, and to the Knowledge of Parent, there are no organizational campaigns,

petitions or other activities or proceedings of any individual or group of individuals, including representatives of any labor union,

workers’ council or labor organization, seeking recognition of a collective bargaining unit with respect to, or otherwise attempting

to represent, any of the employees of Parent or any of its Subsidiaries.

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(b)            There

are no organized labor-related controversies, strikes, slowdowns, walkouts or other work stoppages pending or, to the Knowledge

of Parent, threatened (in writing), and neither Parent nor any of its Subsidiaries has experienced any such labor-related controversy,

strike, slowdown, walkout or other work stoppage since January 1, 2024.

of Parent and its Subsidiaries is in compliance with all applicable Laws relating to labor, employment or similar matters, including

discrimination, disability, classification of workers, labor relations, hours of work, payment of wages and overtime wages, pay equity,

immigration, workers’ compensation, working conditions, employee scheduling, occupational safety and health, and family and medical

leave and employment terminations, except for failures to comply that have not had and would not reasonably be expected to have, either

individually or in the aggregate, a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries has incurred any material

liability or obligation under the WARN Act or any similar state or local Law that remains unsatisfied.

(d)            (i) No

written allegations of sexual or racial harassment or sexual or race-based misconduct have been made since January 1, 2024 against

any individual in his or her capacity as an officer or director of Parent who is subject to the reporting requirements of Section 16(a) of

the Exchange Act (a “Parent Insider”), (ii) since January 1, 2024, neither Parent nor any of its Subsidiaries

has entered into any settlement agreement related to allegations of sexual or racial harassment or sexual or race-based misconduct by

any Parent Insider, and (iii) there are no proceedings currently pending or, to the Knowledge of Parent, threatened related to any

allegations of sexual or racial harassment or sexual or race-based misconduct by any individual in his or her capacity as a Parent Insider.

4.29          No

Additional Representations.

(a)            Except

for the representations and warranties made by Parent and Merger Sub in this Article 4 and representations and warranties

contained in any certificates delivered pursuant to this Agreement, neither Parent, Merger Sub nor any other Person makes any express

or implied representation or warranty with respect to Parent or Merger Sub, its Subsidiaries or their respective businesses, operations,

assets, liabilities, conditions (financial or otherwise) or prospects, and Parent and Merger Sub hereby disclaim any such other representations

or warranties. In particular, without limiting the foregoing disclaimer, neither Parent, Merger Sub nor any other Person makes or has

made any representation or warranty to the Company or any of its Affiliates or representatives with respect to (i) any financial

projection, forecast, estimate, budget or prospective information relating to Parent or Merger Sub, any of its Subsidiaries or their

respective businesses or (ii) except for the representations and warranties made by Parent or Merger Sub in this Article 4

and representations and warranties contained in any certificates delivered pursuant to this Agreement, any oral or written information

presented to the Company or any of its Affiliates or representatives in the course of their due diligence investigation of Parent, the

negotiation of this Agreement or in the course of the transactions contemplated hereby.

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(b)            Notwithstanding

anything contained in this Agreement to the contrary, Parent and Merger Sub acknowledge and agree that neither the Company nor any other

Person has made or is making any representations or warranties relating to the Company whatsoever, express or implied, beyond those expressly

given by the Company in Article 3 hereof and those contained in any certificates delivered pursuant to this Agreement, including

any implied representation or warranty as to the accuracy or completeness of information made available to Parent or Merger Sub or any

of their respective representatives. Without limiting the generality of the foregoing, Parent and Merger Sub acknowledge that no representations

or warranties are made with respect to any projections, forecasts, estimates, budgets or prospective information that may have been made

available to Parent or Merger Sub or any of their respective representatives.

Article 5

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1            Conduct

of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination

of this Agreement in accordance with Article 8, except as expressly contemplated or permitted by this Agreement (including

as set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule), required by Law or as consented to in writing by

Parent or the Company, as applicable (such consent not to be unreasonably withheld, conditioned or delayed), each of the Company and

Parent shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course in all material respects,

(b) use reasonable best efforts to maintain and preserve intact its business organization, key employees and advantageous business

relationships, and (c) take no action (i) that would reasonably be expected to adversely affect or delay the ability of either

the Company or Parent to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions

contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby

or (ii) that is reasonably expected to result in any of the conditions to the Merger set forth in Article 7 not being

or becoming not being capable of being satisfied in a timely manner.

5.2            Company

Forbearances. During the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement

in accordance with Article 8, except as set forth in the Company Disclosure Schedule, as expressly contemplated or permitted

by this Agreement or as required by Law, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written

consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed):

(a)            (i) Issue,

sell or otherwise permit to become outstanding, or dispose of or encumber or pledge, or authorize or propose the creation of, any additional

shares of its capital stock or other equity interests or voting securities, or securities convertible, whether currently convertible

or convertible only after the passage of time or the occurrence of certain events, or exchangeable into, or exercisable for, any shares

of its capital stock or other equity interests or voting securities, or any options, warrants or other rights of any kind to acquire

any shares of such capital stock or other equity interests or voting securities or such convertible or exchangeable securities or receive

a cash payment based on the value of any shares of such capital stock, or (ii) permit any additional shares of its capital stock

or other equity interests or voting securities, or securities convertible, whether currently convertible or convertible only after the

passage of time or the occurrence of certain events, or exchangeable into, or exercisable for, any shares of its capital stock or other

equity interests or voting securities, or any options, warrants or other rights of any kind to acquire any shares of such capital stock

or other equity interests or voting securities or such convertible or exchangeable securities or receive a cash payment based on the

value of any shares of such capital stock, to become subject to new grants, in each case of clauses (i) and (ii), except (x) as

required pursuant to the exercise or settlement of Company Equity Awards outstanding on the date hereof in accordance with the terms

of the applicable Company Stock Plan or award agreement in effect on the date hereof or (y) for Company Equity Awards issued after

the date hereof as contemplated by this Agreement.

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(b)            (i) Make,

declare, pay, set a record date for, or set aside for payment any dividend on or in respect of, or declare or make any distribution on

any shares of its capital stock or other equity interests or voting securities (other than (A) authorized dividends from its wholly

owned Subsidiaries to it or another of its wholly owned Subsidiaries, (B) regular quarterly dividends on shares of Company Common

Stock of $0.36 per share (and corresponding dividends or dividend equivalents in respect of Company Equity Awards) and (C) regular

distributions on outstanding trust preferred securities in accordance with their terms) or (ii) directly or indirectly adjust, split,

combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock or other equity interests or voting securities

or any securities or obligations convertible, whether currently convertible or convertible only after the passage of time or the occurrence

of certain events, into or exchangeable into or exercisable for any shares of its capital stock or other equity interests or voting securities,

excluding, in any case of this Section 5.2(b), the redemption, purchase or acquisition of Company Common Stock by the Company

in connection with the satisfaction of the exercise price or withholding Taxes relating to any Company Equity Award issued under a Company

Stock Plan, in each case, in accordance with past practice and the terms of the applicable award agreements.

each case except for transactions in the ordinary course of business, materially amend, waive any material provision of, release or assign

any material rights under, terminate, or enter into any Material Contract, or enter into any contract that would constitute a Material

Contract if it were in existence on the date hereof; provided, that any normal renewal of a Material Contract shall not be deemed

to be in the ordinary course of business for purposes of this Section 5.2(c) if such renewal contains material adverse

changes to terms with respect to the Company or its Subsidiaries.

(d)            Sell,

transfer, mortgage, lease, guarantee, encumber, license, let lapse or expire, cancel, abandon or otherwise create any Lien on or otherwise

dispose of or discontinue any of its material assets, deposits, business or properties (other than Intellectual Property), or, excluding

any intercompany indebtedness or claims, cancel, release or assign any material indebtedness owed to, or any material claims held by,

the Company or any of its Subsidiaries, except in each case of this Section 5.2(d) for (i) sales, transfers, mortgages,

leases, guarantees, encumbrances, non-exclusive licenses, lapses, cancellations, abandonments or other dispositions or discontinuances

in the ordinary course of business, (ii) any such transaction that is not material to it and its Subsidiaries, taken as a whole,

and (iii) pursuant to contracts in force as of the date of this Agreement.

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(e)            Sell,

transfer, mortgage, guarantee, encumber, license, let lapse or expire, cancel, abandon, or otherwise create any Lien on or otherwise

dispose of any material Company Owned Intellectual Property, other than (i) non-exclusive licenses granted in the ordinary course

of business, (ii) lapses, cancellations, abandonments or other dispositions or discontinuances in the ordinary course of business

or (iii) expiration or lapse at the end of such Intellectual Property’s maximum statutory term.

(f)            Acquire

(other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously

contracted in good faith, in each case in the ordinary course of business) all or any portion of the assets, business, deposits or properties

of, or make an investment in, any other entity, whether by purchase of stock or securities, contributions to capital, property transfers,

merger or consolidation, formation of a joint venture or otherwise, except (i) in a transaction that is not material to the Company

and its Subsidiaries, taken as a whole or (ii) purchases of loans and loan participations pursuant to Section 5.2(o),

which will exclusively govern such acquisitions of loans and loan participations hereunder.

(g)            Amend

the Company Articles or the Company Bylaws, or similar governing documents of any of its Subsidiaries.

(h)            Except

as required under applicable Law or the terms of this Agreement or any Company Benefit Plan in effect as of the date hereof (i) increase

in any manner the compensation, bonus or pension, welfare, severance or other similar benefits of any of the current or former directors,

officers, employees or individual consultants of the Company or its Subsidiaries, (ii) become a party to, establish, amend, commence

participation in, terminate or commit itself to the adoption of any Company Benefit Plan or plan that would be a Company Benefit Plan

if in effect as of the date hereof, (iii) grant any new equity award, (iv) grant, pay or increase (or commit to grant, pay

or increase) any severance, retirement or termination pay, (v) accelerate the payment or vesting of, or lapsing of restrictions

with respect to, any stock-based compensation, long-term incentive compensation or any bonus or other incentive compensation, (vi) cause

the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation

or benefits under any Company Benefit Plan, (vii) terminate the employment or services of any officer, employee or individual consultant

other than for cause or in the ordinary course of business with respect to employees or individual consultants with an annual base salary

or annual base compensation (as applicable) not in excess of $200,000, (viii) enter into any collective bargaining or other agreement

with a labor organization, (ix) forgive or issue any loans to any current or former officer, employee or director of the Company

or its Subsidiaries (other than loans issued on terms as offered to the public) or (x) hire or promote any officer, employee or

individual consultant except in the ordinary course of business for positions that are below the level of Senior Vice President and that

have an annual base salary not in excess of $200,000; provided, that, if Parent does not respond to a request for consent under

this Section 5.2(h)(x) within three (3) full Business Days after receiving such request (with all reasonably required

information to evaluate such request), Parent shall be deemed to have consented to the request.

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(i)             Other

than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six months,

(ii) deposits, (iii) issuances of letters of credit, (iv) purchases of federal funds, (v) sales of certificates of

deposit, brokered deposits or other customary banking products and (vi) entry into repurchase agreements, in each case in the ordinary

course of business, incur any indebtedness for borrowed money (other than indebtedness of the Company or any of its wholly-owned Subsidiaries

to the Company or any of its wholly-owned Subsidiaries), or assume, guarantee, endorse or otherwise as an accommodation become responsible

for the obligations of any other Person.

(j)             (i) Enter

into any new line of business or (ii) other than in the ordinary course of business consistent with past practice, materially change

its lending, investment, underwriting, risk and asset liability management and other banking and operating policies, securitization and

servicing policies, including any material change in the maximum ratio or similar limits as a percentage of its capital exposure applicable

with respect to its loan portfolio, any segment thereof or individual loans, except as required by applicable Law or any Regulatory Agency.

(k)            Other

than with the prior written consent of Parent, materially restructure or materially change its investment securities, derivatives, wholesale

funding or BOLI portfolio or its interest rate exposure, through purchases, sales or otherwise, or the manner in which the portfolio

is classified or reported.

(l)             Enter

into any settlement, compromise or similar agreement with respect to any action, suit, claim, proceeding, order or investigation to which

the Company or any of its Subsidiaries is or becomes a party after the date of this Agreement (other than any action, suit, claim, order

or investigation with respect to Taxes, which shall be governed by clause (r)), which settlement, compromise, agreement or action, suit,

claim, proceeding, order or investigation requires payment by the Company or any of its Subsidiaries or that would impose any material

restriction on the business of it or its Subsidiaries, Parent or the Surviving Entity.

(m)           Other

than in prior consultation with Parent, alter materially its interest rate or pricing fee or fee pricing policies with respect to depository

accounts of any of its Subsidiaries or waive any material fees with respect thereto.

(n)            Except

as required by applicable Law or by a Regulatory Agency, implement or adopt any material change in its interest rate and other risk management

policies, procedures or practices.

(o)            Except

for Company Loans or commitments for Company Loans that have been approved by the Company prior to the date of this Agreement:

(i)             make

any Company Loan or Company Loan commitment that would exceed:

(A)            $15,000,000,

in the case of a pass-rated commercial loan that is secured (including by real estate, equipment, vehicles, accounts receivable, inventory,

cash or marketable securities, or any other tangible asset), when aggregated with all outstanding loans of the type described in this

clause (A) that are made to such Person and any Affiliate of such Person;

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(B)            $5,000,000,

in the case of a pass-rated commercial loan that is unsecured, when aggregated with all outstanding loans of the type described in this

clause (B) that are made to such Person and any Affiliate of such Person;

in the case of a pass-rated consumer or mortgage loan, when aggregated with all outstanding loans of the type described in this clause

(D)            in

the case of any loan or extension of credit or renewal thereof that is “Special Mention” or a worse category (as determined

in the ordinary course of business consistent with past practice under the Company’s and its Subsidiaries’ lending policies

in effect as of the date hereof):

(1)     $7,500,000

if secured (including by real estate, equipment, vehicles, accounts receivable, inventory, cash or marketable securities, or any other

tangible asset), when aggregated with all outstanding loans of the type described in this clause (D)(1) that are made to such Person

and any Affiliate of such Person; or

(2)     $2,500,000

if unsecured, when aggregated with all outstanding loans of the type described in this clause (D)(2) that are made to such Person

and any Affiliate of such Person;

excluding, in each case of this clause (i), any individual consumer

or mortgage loan in an amount less than $5,000,000;

(ii)           purchase

any loans in excess of $5,000,000 in the aggregate in any calendar month;

(iii)          sell

any loans in excess of $5,000,000 in the aggregate in any calendar month, excluding sales of Fannie Mae or Freddie Mac loans;

(iv)          purchase

or sell loan participations or syndications in excess of $25,000,000 individually; or

(v)           enter

into any transactions described in clauses (ii) through (iv), excluding sales of residential mortgage loans, if such transactions

in the aggregate exceed $50,000,000 in any calendar quarter;

in each case of this Section 5.2(o), without first submitting

a copy of the loan write-up containing the information customarily submitted to the Loan Committee of Company Bank to the chief credit

officer of Parent two (2) full Business Days prior to taking such action; provided, that, if Parent does not respond to a

request for consent under this Section 5.2(o) within two (2) full Business Days after receiving such request together

with the loan write-up, Parent shall be deemed to have consented to the request; provided, further, that any new Company

Loan or Company Loan commitment to any existing borrower that is less than $2,000,000 will not require Parent’s prior written consent,

regardless of the aggregate amount of all outstanding loans or commitments or renewals or extensions thereof made to such borrower or

such borrower’s Affiliates or immediate family members; provided, further, that except as otherwise expressly provided

herein, renewals, extensions, modifications or changes in terms do not constitute a new loan or commitment for purposes of this Section 5.2(o).

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(p)            Make

application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other

significant office or operations facility.

(q)            Make,

or commit to make, any capital expenditures in amounts exceeding by more than five percent in the aggregate the capital expenditures

budget of the Company set forth on Section 5.2(q) of the Company Disclosure Schedule.

(r)             Pay,

loan or advance any amount to, or sell, transfer or lease any properties, rights or assets (real, personal or mixed, tangible or intangible)

to, or enter into any arrangement or agreement with, any of its officers or directors or any of their family members, or any Affiliates

or associates (as defined under the Exchange Act) of any of its officers or directors, other than (i) Company Loans originated in

the ordinary course of business, (ii) with respect to routine banking relationships, (iii) business expense advancements or

reimbursements or (iv) in the case of any such arrangements or agreements relating to compensation, benefits, severance or termination

pay or related matters, to the extent not otherwise prohibited by this Section 5.2.

(s)            (i) Make,

change or rescind any material Tax election, change or consent to any change in it or its Subsidiaries’ material method of accounting

for Tax purposes or Tax accounting periods (except as required by applicable Tax Law), settle or compromise any Tax liability, claim,

audit, dispute or assessment relating to any income or other material Taxes, enter into any closing agreement or similar agreement with

a Tax authority with respect to income or other material Taxes, waive or extend any statute of limitations with respect to income or

other material Taxes, surrender any right to claim a refund for income or other material Taxes, or file any income or other material

amended Tax Return or (ii) take any action where such action or failure to act could reasonably be expected to prevent the Merger

and the Second Step Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of

the Code.

(t)             Implement

or adopt any material change in its financial accounting principles or methods, other than as may be required by GAAP.

(u)            Merge

or consolidate itself or any of its Subsidiaries that are “significant subsidiaries” within the meaning of Rule 1-02

of Regulation S-X under the Exchange Act with any other Person, or restructure, reorganize or completely or partially liquidate or dissolve

itself or any such Subsidiary.

(v)            Except

in the ordinary course of business consistent with past practice, enter into, materially amend, terminate or waive any community sponsorship,

community reinvestment, charitable giving or similar community commitment (for the avoidance of doubt, excluding low income housing tax

credits (LIHTC) investments).

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(w)           Agree

to take, make any commitment to take, or adopt any resolutions of the Company Board in support of, any of the actions prohibited by this

Section 5.2.

5.3            Parent

Forbearances. During the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement

in accordance with Article 8, except as set forth in the Parent Disclosure Schedule, as expressly contemplated or permitted

by this Agreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written

consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed):

(a)            amend

the Parent Certificate or the Parent Bylaws in a manner that would materially and adversely affect the holders of Company Common Stock,

or adversely affect the holders of Company Common Stock relative to other holders of Parent Common Stock;

(b)            take

any action, whether through amendment of the organizational documents of Parent or Parent Bank or otherwise, to increase the size of

the Parent Board or the Board of Directors of Parent Bank;

split, combine or reclassify any capital stock of Parent or make, declare or pay any extraordinary dividend on any capital stock of Parent;

(d)            take

any action where such action or failure to act could reasonably be expected to prevent the Merger and the Second Step Merger, taken together,

from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

(e)            knowingly

take any action that is intended to or would reasonably be likely to adversely affect or materially delay the ability of Parent or its

Subsidiaries to consummate the transactions contemplated hereby or thereby; or

(f)            agree

to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any

of the actions prohibited by this Section 5.3.

Article 6

ADDITIONAL AGREEMENTS

6.1            Regulatory

Matters.

(a)            Parent

and the Company shall promptly prepare and file with the SEC the Joint Proxy Statement/Prospectus, and Parent shall prepare and file

with the SEC the Form S-4, in which the Joint Proxy Statement/Prospectus will be included, and the parties shall use their reasonable

best efforts to make such filings no later than forty-five (45) calendar days following the date of this Agreement. Each of Parent and

the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as

practicable after such filings, and the Company and Parent shall thereafter mail or deliver the Joint Proxy Statement/Prospectus to their

respective shareholders or stockholders, as applicable. Parent and the Company shall use their reasonable best efforts to keep the Form S-4

effective for so long as necessary to consummate the transactions contemplated by this Agreement. Parent shall also use its reasonable

best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions

contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common

Stock as may be reasonably requested in connection with any such action.

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(b)            The

parties shall cooperate with each other and use their reasonable best efforts to (i) promptly prepare and file all necessary documentation,

to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect

of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) calendar days of the

date of this Agreement), and (ii) obtain as promptly as practicable all permits, consents, approvals and authorizations of all third

parties and Governmental Entities that are necessary or advisable to consummate the Mergers, the Bank Merger and the other transactions

contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals, and authorizations

of all such third parties or Governmental Entities. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries

to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties

shall cooperate with each other in connection therewith, including the furnishing of any information and any reasonable undertakings

or commitments that may be required to obtain the Requisite Regulatory Approvals, and shall respond as promptly as reasonably practicable

to the requests of Governmental Entities for documents and information. The Company and Parent shall have the right to review in advance

and, to the extent reasonably practicable, each will consult with the other on, in each case subject to applicable Laws and Section 9.11,

all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, that appear in any

filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated

by this Agreement, other than any portions thereof that contain competitively sensitive business information, proprietary information

or confidential supervisory information filed under a claim of confidentiality. In exercising the foregoing right, each of the parties

shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence

relating thereto prior to filing or submission, as applicable, and with sufficient opportunity to comment, other than any portions of

material filed in connection therewith that contain competitively sensitive business information, proprietary information or confidential

supervisory information filed under a claim of confidentiality. The parties shall consult with each other with respect to the obtaining

of all permits, consents, approvals and authorizations (collectively the “Approvals”) of all third parties, Regulatory

Agencies and Governmental Entities necessary or advisable to consummate the Mergers, the Bank Merger and the other transactions contemplated

by this Agreement and each party will keep the other apprised of the status of matters relating to such Approvals and the completion

of the Mergers, the Bank Merger and the other transactions contemplated by this Agreement. As used in this Agreement, “Requisite

Regulatory Approvals” means (i) all regulatory consents, registrations, approvals (and the expiration or termination of

all statutory waiting periods in respect thereof), permits, notices and authorizations required to be obtained prior to and in order

to effect the consummation of the Merger, the Second Step Merger and the Bank Merger by the Company, Parent, Merger Sub or any of their

respective Subsidiaries from the Federal Reserve, the FDIC, the Hawaii Division of Financial Institutions and the California Department

of Financial Protection and Innovation or (ii) as set forth in Sections 3.4 and 4.4 that are necessary to consummate

the transactions contemplated by this Agreement (including the Merger, the Second Step Merger and the Bank Merger) or those the failure

of which to be obtained would reasonably be expected to have a Material Adverse Effect on the Surviving Entity.

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of Parent and the Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers

and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with

the Joint Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of

Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Second Step

Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself

and its Subsidiaries, that none of the information supplied or to be supplied by it specifically for inclusion or incorporation by reference

in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, is filed and becomes

effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be

stated therein or necessary to make the statements therein not misleading, (ii) the Joint Proxy Statement/Prospectus and any amendment

or supplement thereto will, at the time of filing, at the date of mailing to the stockholders or shareholders of Parent and the Company,

as applicable, and at the time of the Parent Special Meeting and the Company Special Meeting, contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the

circumstances under which such statement was made, not misleading, and (iii) any applications, notices and filings required in order

to obtain the Requisite Regulatory Approvals will, at the time each is filed, contain any untrue statement of a material fact or omit

to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of Parent and

the Company further agrees that, if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4

or the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material

fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof.

(d)            In

furtherance and not in limitation of the foregoing, each party shall use its reasonable best efforts to respond to any request for information,

resolve any objection that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated

hereby, and avoid the entry of, or have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether

temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained

in this Agreement shall be deemed to require Parent or the Company or any of their respective Subsidiaries, and neither Parent nor the

Company nor any of their respective Subsidiaries shall be permitted (without the written consent of the other party), to take any action,

or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents,

approvals and authorizations of Governmental Entities or Regulatory Agencies that would reasonably be expected to have, either individually

or in the aggregate, a material adverse effect on the Surviving Entity and its Subsidiaries, taken as a whole, after giving effect to

the Mergers and the Bank Merger (a “Materially Burdensome Regulatory Condition”).

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(e)            Each

of Parent and the Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or

approval of which is required for consummation of the Merger, the Second Step Merger, the Bank Merger and the other transactions contemplated

by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will

not be obtained or that the receipt of any such approval may be materially delayed. Each party shall (i) consult with the other

in advance of any material meeting or conference with any Governmental Entity in connection with the Mergers, the Bank Merger and the

other transactions contemplated by this Agreement (other than any non-material and routine communications between either party or its

respective counsel and any Governmental Entity), (ii) to the extent permitted by such Governmental Entity, give the other party

and/or its counsel the opportunity to attend and participate in any material meeting or conference with the Federal Reserve, the FDIC

or the California Department of Financial Protection and Innovation that relates to an application with such Governmental Entity in connection

with the Mergers, the Bank Merger or the other transactions contemplated by this Agreement, and (iii) shall promptly advise the

other party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Entity in connection

with or affecting the transactions contemplated by this Agreement if the other party does not attend or participate in such meeting,

to the extent permitted by such Governmental Entity and subject to applicable Law and Section 9.11.

6.2            Reasonable

Best Efforts. Subject to the terms and conditions of this Agreement, each of the Company and Parent agrees to cooperate with the

other and use its, and cause its Subsidiaries to use their, reasonable best efforts in good faith to take, or cause to be taken, all

actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable on its part under this Agreement or

under applicable Laws to consummate and make effective the Mergers, the Bank Merger and the other transactions contemplated hereby as

promptly as practicable, including the satisfaction of the conditions set forth in Article 7 hereof.

6.3            Access

to Information.

(a)            Upon

reasonable notice and subject to applicable Laws, for the purposes of preparing for the Mergers, the Bank Merger and the other matters

contemplated by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants,

counsel, advisors, agents and other Representatives of Parent, reasonable access, during normal business hours during the period prior

to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, to all its properties, books,

contracts, commitments, personnel, information technology systems and records, and the Company and its Subsidiaries and, during such

period, the Company shall, and shall cause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration

statement and other document filed or received by it during such period pursuant to the requirements of federal securities Laws or federal

or state banking Laws (other than reports or documents that the Company is not permitted to disclose under applicable Law), (ii) all

other information concerning its business, properties and personnel as Parent may reasonably request and (iii) access to the necessary

information (including the Company’s own good faith estimates as available and third-party reports, if any, commissioned by the

Company at Parent’s request) in order to prepare a good faith estimate of the potential impact of Sections 280G and 4999 of the

Code with respect to amounts potentially payable to senior executives of the Company in connection with the consummation of the transactions

contemplated by this Agreement; provided, that the Company shall, and shall cause its Subsidiaries to, cooperate with Parent in

preparing to execute after the Effective Time the conversion or consolidation of data, systems and business operations generally and

in preparing for compliance with the regulatory requirements that will apply to Parent and its Subsidiaries following the Effective Time,

which cooperation and preparations will include the assessment by Parent after the date hereof of the information technology systems

of the Company and its Subsidiaries; provided, further, that any investigation or request pursuant to this Section 6.3(a) shall

not interfere unreasonably with normal operations of the Company and its Subsidiaries. Upon the reasonable request of the Company, Parent

shall furnish such reasonable information about it and its business as is reasonably relevant to the Company and its stockholders. Neither

the Company nor Parent, nor any of their respective Subsidiaries, shall be required to provide access to or to disclose information to

the extent such access or disclosure would violate or prejudice the rights of such party’s or its Subsidiaries’ customers,

jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common

interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the

date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions

of the preceding sentence apply. In addition to the foregoing, the Company shall use reasonable best efforts to provide Parent on a monthly

basis with a listing of all new and renewed Company Loans and loan modifications, payoffs of Company Loans and purchases of Company Loans

in the preceding month; provided, that the Company shall use reasonable best efforts to provide Parent on a weekly basis with

a listing of all originated Company Loans in excess of $5,000,000 in the preceding week.

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(b)            All

nonpublic information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement

entered into between Parent and the Company dated as of March 20, 2026 (as amended, modified and supplemented, the “Confidentiality

Agreement”).

investigation by a party hereto or its representatives shall affect or be deemed to modify or waive any representations, warranties or

covenants of the other party set forth in this Agreement and nothing contained in this Agreement shall give either party, directly or

indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time,

each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and

its Subsidiaries’ respective operations.

6.4            Shareholder

Approval and Stockholder Approval.

(a)            The

Company shall call the Company Special Meeting to be held as soon as reasonably practicable after the Form S-4 is declared effective,

and in any event within sixty (60) calendar days after the Form S-4 is declared effective, for the purpose of obtaining (a) the

Company Shareholder Approval required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed,

a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger

agreement or the transactions contemplated thereby. The Company and the Company Board shall use their reasonable best efforts to obtain

from the shareholders of the Company the Company Shareholder Approval, including by communicating to the shareholders of the Company

the recommendation of the Company Board (and including such recommendation in the Joint Proxy Statement/Prospectus) that the shareholders

of the Company approve this Agreement and the transactions contemplated hereby (the “Company Board Recommendation”).

The Company and the Company Board shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Parent the Company

Board Recommendation, (ii) fail to make the Company Board Recommendation in the Joint Proxy Statement/Prospectus, (iii) adopt,

approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition

Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm

the Company Board Recommendation, in each case within ten (10) Business Days (or such fewer number of days as remains prior to the

Company Special Meeting) after an Acquisition Proposal is made public or any request by Parent to do so, or (v) publicly propose

to do any of the foregoing (any of the foregoing, a “Company Recommendation Change”). However, subject to Section 8.1

and Section 8.2, if the Company Board, after receiving the advice of its outside counsel and, with respect to financial matters,

its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under

applicable Law to make or continue to make the Company Board Recommendation, the Company Board may, prior to the receipt of the Company

Shareholder Approval, submit this Agreement and the transactions contemplated hereby to its shareholders without recommendation (although

the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Company Board may

communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement/Prospectus or an appropriate

amendment or supplement thereto to the extent required by Law; provided, that the Company Board may not take any actions under

this sentence unless it (A) gives Parent at least four (4) Business Days’ prior written notice of its intention to take

such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including,

in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity

of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail

such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to

this Agreement proposed by Parent and, after receiving the advice of its outside counsel and, with respect to financial matters, its

financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties

under applicable Law to make or continue to make the Company Board Recommendation. Any material amendment to any Acquisition Proposal

will be deemed to be a new Acquisition Proposal for purposes of this Section 6.4(a) and will require a new notice period

as referred to in this Section 6.4(a). The Company shall adjourn or postpone the Company Special Meeting if, as of the time

for which such meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or

by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting the Company has

not received proxies representing a sufficient number of shares necessary to obtain the Company Shareholder Approval. Notwithstanding

anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, the Company Special Meeting

shall be convened and this Agreement and the transactions contemplated hereby shall be submitted to the shareholders of the Company at

the Company Special Meeting, and nothing contained herein shall be deemed to relieve the Company of such obligation.

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(b)            Prior

to and in conjunction with the occurrence of the Company Special Meeting, the Company will take action to direct the trustee of the Company

ESOP to comply with the requirement of Section 409(e) of the Code with respect to permitting the ESOP participants to direct

the trustee with respect to the voting of shares of Company Common Stock allocated to their respective ESOP accounts (the “Pass-Through

Vote”). The Company will provide the trustee with disclosure materials to be provided to ESOP participants in connection with

the Pass-Through Vote, which shall include a recommendation that participants approve the transactions contemplated by this Agreement.

The Company will use its commercially reasonable best efforts to solicit and obtain such participant approval. The Company will consider

in good faith and incorporate reasonable comments provided by Parent and its advisors to such disclosure statement. The parties acknowledge

that the trustee of the Company ESOP is obligated to conduct such Pass-Through Vote confidentially and in a manner consistent with the

trustee’s obligations under ERISA.

shall call the Parent Special Meeting to be held as soon as reasonably practicable after the Form S-4 is declared effective, and

in any event within sixty (60) calendar days after the Form S-4 is declared effective, for the purpose of obtaining (a) the

Parent Stockholder Approval required in connection with the Parent Share Issuance and (b) if so desired and mutually agreed, a vote

upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a share issuance

in connection with a merger or the transactions contemplated hereby. Parent and the Parent Board shall use their reasonable best efforts

to obtain from the stockholders of Parent the Parent Stockholder Approval, including by communicating to the stockholders of Parent the

recommendation of the Parent Board (and including such recommendation in the Joint Proxy Statement/Prospectus) that the stockholders

of Parent approve the Parent Share Issuance (the “Parent Board Recommendation”). Parent and the Parent Board shall

not (i) withhold, withdraw, modify or qualify in a manner adverse to the Company the Parent Board Recommendation, (ii) fail

to make the Parent Board Recommendation in the Joint Proxy Statement/Prospectus, (iii) adopt, approve, recommend or endorse an

Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail

to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Parent Board Recommendation,

in each case within ten (10) Business Days (or such fewer number of days as remains prior to the Parent Special Meeting) after an

Acquisition Proposal is made public or any request by Parent to do so, or (v) publicly propose to do any of the foregoing (any of

the foregoing, a “Parent Recommendation Change”). However, subject to Section 8.1 and Section 8.2,

if the Parent Board, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors,

determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable Law to make

or continue to make the Parent Board Recommendation, the Parent Board may, prior to the receipt of the Parent Stockholder Approval, submit

the Parent Share Issuance to its stockholders without recommendation (although the resolutions approving this Agreement as of the date

hereof may not be rescinded or amended), in which event the Parent Board may communicate the basis for its lack of a recommendation to

its stockholders in the Joint Proxy Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by

Law; provided, that the Parent Board may not take any actions under this sentence unless it (A) gives the Company at least

four (4) Business Days’ prior written notice of its intention to take such action and a reasonable description of the event

or circumstances giving rise to its determination to take such action and (B) at the end of such notice period, takes into account

any amendment or modification to this Agreement proposed by the Company and, after receiving the advice of its outside counsel and, with

respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result

in a violation of its fiduciary duties under applicable Law to make or continue to make the Parent Board Recommendation. Parent shall

adjourn or postpone the Parent Special Meeting if, as of the time for which such meeting is originally scheduled there are insufficient

shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of

such meeting, or if on the date of such meeting Parent has not received proxies representing a sufficient number of shares necessary

to obtain the Parent Stockholder Approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated

in accordance with its terms, the Parent Special Meeting shall be convened and the Parent Share Issuance shall be submitted to the stockholders

of Parent at the Parent Special Meeting, and nothing contained herein shall be deemed to relieve Parent of such obligation.

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(d)            Each

of Parent and the Company shall use its reasonable best efforts to cause the Company Special Meeting and the Parent Special Meeting to

occur as soon as reasonably practicable and on the same date and to set the same record date for such meetings. Such meetings may be

held virtually, subject to applicable Law and the organizational documents of each party.

6.5            Nasdaq

Listing. Prior to the Closing Date, Parent shall file with Nasdaq any required notices, notifications, applications or forms, including

any required notification of listing of additional shares, with respect to the shares of Parent Common Stock to be issued in the Merger

in accordance with Nasdaq’s rules.

6.6            Employee

Matters.

(a)            During

the period commencing at the Effective Time and ending on the date that is twelve (12) months following the Effective Time, the Surviving

Entity shall, or shall cause its Subsidiaries to, provide each employee who is actively employed by the Company or any of its Subsidiaries

on the Closing Date (each, a “Continuing Employee”) while employed by Parent or any of its Subsidiaries following

the Effective Time with: (i) base salary or wages, as applicable, no less favorable than the base salary or wages provided to such

Continuing Employee immediately prior to the Closing; (ii) annual cash bonus opportunities no less favorable than the annual cash

bonus opportunities provided to such Continuing Employee immediately prior to the Closing; and (iii) pension, fringe and welfare

benefits (excluding defined benefit pension, equity and long-term incentive compensation, severance, and deferred compensation benefits)

which are no less favorable in the aggregate than the employee benefits provided to such Continuing Employee immediately prior to the

Closing.

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(b)            Upon

a Continuing Employee’s enrollment in a Parent Benefit Plan, such Continuing Employee will, consistent with the provisions of Section 6.6(a) above,

become a participant in such Parent Benefit Plan on the same terms and conditions as similarly situated employees of Parent. Without

limiting the generality of the foregoing, prior service credit for each Continuing Employee’s service with the Company and its

Subsidiaries (and their respective predecessors), except as expressly provided otherwise herein, shall be given by Parent and its Subsidiaries

with respect to all Parent Benefit Plans to the extent that such crediting of service does not result in duplication of benefits, but

not for accrual of benefits under any defined benefit pension plan. If any Continuing Employee becomes eligible to participate in any

Parent Benefit Plan that provides medical, vision, prescription drug, hospitalization or dental benefits, Parent shall use commercially

reasonable efforts to (a) cause any pre-existing condition limitations or eligibility waiting periods under such Parent Benefit

Plan to be waived with respect to such Continuing Employee and his or her covered dependents to the extent such limitation or waiting

period would have been waived or satisfied under the corresponding Company Benefit Plan in which such Continuing Employee participated,

and (b) recognize for purposes of annual deductible, co-pay and out-of-pocket limits under such Parent Benefit Plan, deductible,

co-pays and out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under any Company Benefit Plan

during the plan year in which they commence participation in such Parent Benefit Plan.

requested in writing by Parent at least ten (10) Business Days prior to the Effective Time, the Company shall take (or cause to

be taken) all actions reasonably determined by Parent to be necessary or appropriate to terminate, effective not later than the day immediately

prior to the Closing, any Company Benefit Plans that contain a cash or deferred arrangement intended to qualify under Section 401(k) of

the Code. In the event that Parent requests that such plan(s) be terminated, the Company shall provide Parent with evidence that

such plan(s) has been terminated and amended, as applicable, not later than the day immediately preceding the Closing. The Company

shall provide Parent with drafts of any amendments and termination resolutions to cause the termination of any Company Benefit Plan required

by this Section 6.6(c) reasonably in advance of the adoption thereof, and such amendments and resolutions shall be subject

to the reasonable review and approval of Parent (not to be unreasonably withheld, conditioned or delayed). Effective as of the Closing,

Parent shall have in effect a defined contribution plan that is qualified under Section 401(a) of the Code, which plan shall

accept the rollover of account balances in cash, plus any promissory notes evidencing all outstanding loans, of each participant in the

Company Benefit Plans terminated under this Section 6.6(c), provided, that such participant is a Continuing Employee.

(d)

(i)             Effective

as of the Closing, the Company shall amend and terminate the ESOP, by adoption of a form of an amendment, which shall be subject to review

and approval by Parent, which approval shall not be unreasonably withheld, conditioned or delayed (the “ESOP Amendment”)

to: (1) freeze participation and discontinue benefit accruals (but permit contributions with respect to benefits accrued prior

to the Closing); (2) permit distributions to participants of their account balances as provided herein; (3) fully vest all

accounts; and (4) make any other necessary changes required by applicable legal requirements so that the Company ESOP remains a

tax-qualified plan under Section 401(a) of the Code on the date of termination. The ESOP Amendment shall not alter the protected

benefits of participants.

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(ii)            The

Company shall provide Parent with evidence that the ESOP has been amended and terminated as applicable with an effective date not later

than the Closing.

(iii)           Promptly

following the Closing, the Company or its successor will apply for a favorable determination from the IRS with respect to the Company’s

application on IRS Form 5310 submitted in conjunction with the termination of the ESOP (the “IRS Determination”).

(iv)           As

soon as reasonably practicable following the Closing, participants in the ESOP who remain employed by Parent or an Affiliate thereof

will be provided an election to receive a preliminary distribution from the ESOP of up to eighty percent (80%) of the value of their

respective account balances for distribution in accordance with the terms of the ESOP; provided, however, such amounts

may only be payable in a lump sum distribution. As soon as practicable following the receipt of the IRS Determination, the trustee, at

the direction of the Company or its successor, shall distribute all remaining account balances in accordance with the terms of the Company

ESOP.

(v)            Effective

as of the Closing, Parent shall have in effect a defined contribution plan that is qualified under Section 401(a) of the Code,

which plan shall accept the rollover of account balances in cash (and not Parent Common Stock) of each participant in the Company ESOP,

provided, that such participant is a Continuing Employee.

(e)            Notwithstanding

the foregoing, and if requested by Parent, each Company Benefit Plan that is terminated pursuant to Section 6.6(c) above

will be submitted to the Internal Revenue Service for a favorable determination letter in connection with the Company Benefit Plan’s

termination. If a favorable determination letter is sought for a terminated Company Benefit Plan that is terminated pursuant to Section 6.6(c),

then the amounts available for distribution to the Company Benefit Plan’s participants (and, at each participant’s election,

rollover to the Parent’s defined contribution plan) will be limited to eighty percent (80%) of the participant’s account

balance, with the remainder of the account balance distributed or rolled over, as applicable, following receipt of the favorable determination

letter.

(f)             From

the date hereof until the earlier of the Effective Time or the termination of this Agreement, the Company and its Subsidiaries shall

not make any written communications to any of their employees regarding compensation, benefits or other employment-related matters, in

each case, affected by the transactions contemplated by this Agreement that are inconsistent with any talking points agreed to by the

Company and Parent unless the Company or such Subsidiary first consults with Parent and reflects any reasonable comments received from

Parent.

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(g)            Nothing

contained in this Agreement shall, or is intended to, (i) be treated as an amendment or modification of any particular Company Benefit

Plan or Parent Benefit Plan, (ii) alter or limit the ability of Parent, the Company or any of their respective Affiliates to amend,

modify or terminate any Company Benefit Plan or Parent Benefit Plan, (iii) alter or limit the ability of Parent, the Company or

any of their respective Affiliates to terminate the employment of any Continuing Employee at any time for any reason whatsoever, with

or without cause, or (iv) except as otherwise specifically provided in Section 6.7, create any third-party beneficiary

rights in any person or entity not a party to this Agreement, including any employee, officer, director or consultant of the Company

or any of its Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, whether with respect

to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee by Parent, the

Company or any of their respective Affiliates or under any Parent Benefit Plan or otherwise.

(h)            Following

the Second Effective Time, Parent shall cause the Surviving Entity and the Subsidiaries of the Surviving Entity to satisfy their obligations

under this Section 6.6.

6.7            Indemnification;

Directors’ and Officers’ Insurance.

(a)            From

and after the Effective Time, the Surviving Entity shall indemnify and hold harmless each present and former director, officer and employee

of the Company and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “Indemnified Parties”)

against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred

in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative

or investigative, whether arising before or after the Effective Time, arising out of actions or omissions occurring at or prior to the

Effective Time, including the transactions contemplated by this Agreement, in each case to the extent they are indemnified by the Company

or its Subsidiaries on the date hereof, and the Surviving Entity shall also advance expenses as incurred, in each case, to the fullest

extent permitted under applicable Law; provided, that in the case of advancement of expenses, the Indemnified Party to whom expenses

are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled

to indemnification. The Surviving Entity shall reasonably cooperate with the Indemnified Parties in the defense of any such claim, action,

suit, proceeding or investigation.

(b)            For

a period of six (6) years following the Effective Time, the Surviving Entity will provide and cause to be maintained directors’

and officers’ liability insurance (“D&O Insurance”) with respect to claims against the present and former

officers and directors of the Company or any of its Subsidiaries (determined as of the Effective Time) arising from facts or events occurring

at or before the Effective Time (including the transactions contemplated by this Agreement and the approval thereof), which insurance

will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Party as

that coverage currently provided by the Company; provided, however, that in no event shall the Parent or Surviving Entity

be required to expend, on an annual basis, an amount in excess of 300% of the aggregate annual premium paid as of the date hereof by

the Company for any such insurance (the “Premium Cap”); provided, further, that if such premiums for

such insurance would at any time exceed the Premium Cap, Parent or the Surviving Entity shall obtain and cause to be maintained policies

of insurance that provide, in the Surviving Entity’s good faith determination, the maximum coverage available at an annual premium

equal to the Premium Cap. In lieu of the foregoing, Parent or the Company, in consultation with, but only upon the consent of Parent,

may (and at the request of Parent, the Company shall use its reasonable best efforts to) obtain at or prior to the Effective Time a six

(6)-year “tail” policy providing equivalent coverage to that described in the preceding sentence if and to the extent that

the same may be obtained for an amount that, in the aggregate, does not exceed the Premium Cap, and if such “tail” policy

has been obtained prior to the Effective Time, Parent shall cause such policy to be maintained in full force and effect for its full

term.

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provisions of this Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable

by, each Indemnified Party and his or her heirs and representatives. If the Surviving Entity or any of its successors or assigns (i) consolidates

with or merges into any other person and is not the continuing or surviving entity of such consolidation or merger, or (ii) transfers

all or substantially all of its assets or deposits to any other person or engages in any similar transaction, then in each such case,

the Surviving Entity will cause proper provision to be made so that the successors and assigns of the Surviving Entity will expressly

assume the obligations set forth in this Section 6.7.

6.8            Exemption

from Liability Under Rule 16(b)-3. Parent and the Company agree that, in order to most effectively compensate and retain Company

Insiders, both prior to and after the Effective Time, it is desirable that Company Insiders not be subject to a risk of liability under

Section 16(b) of the Exchange Act to the fullest extent permitted by applicable Law in connection with the conversion of shares

of Company Common Stock and Company Equity Awards into Parent Common Stock or Parent Equity Awards, as applicable, in connection with

the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.8, the Company shall

deliver to Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding the Company Insiders, and

the Parent Board and the Company Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under

the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be

required to cause (in the case of the Company) any dispositions of Company Common Stock or Company Equity Awards by the Company Insiders,

and (in the case of Parent) any acquisitions of Parent Common Stock or Parent Equity Awards by any Company Insiders who, immediately

following the Merger, will be officers or directors of the Surviving Entity subject to the reporting requirements of Section 16(a) of

the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3

under the Exchange Act to the fullest extent permitted by applicable Law.

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6.9            Acquisition

Proposals.

(a)            Each

party will not, will cause each of its Subsidiaries not to, and will use its reasonable best efforts to cause its and their respective

officers, directors, employees, agents, advisors and representatives (collectively, “Representatives”) not to, directly

or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition

Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide

any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition

Proposal (except to notify a person that has made or, to the knowledge of such party, is making any inquiries with respect to, or is

considering making, an Acquisition Proposal, of the existence of the provisions of this Section 6.9) or (iv) unless

this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment,

memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (whether written

or oral, binding or nonbinding) (other than a confidentiality agreement referred to and entered into in accordance with this Section 6.9)

in connection with or relating to any Acquisition Proposal. Notwithstanding the foregoing, in the event that after the date of this Agreement

and prior to the receipt of the Company Shareholder Approval, in the case of the Company, or the Parent Stockholder Approval, in the

case of Parent, a party receives an unsolicited bona fide written Acquisition Proposal, such party may, and may permit its Subsidiaries

and its and its Subsidiaries’ Representatives to, furnish or cause to be furnished confidential or nonpublic information or data

of such party, and participate in such negotiations or discussions with the person making the Acquisition Proposal if the Board of Directors

of such party concludes in good faith (after receiving the advice of its outside counsel, and with respect to financial matters, its

financial advisors) that failure to take such actions would be more likely than not to result in a violation of its fiduciary duties

under applicable Law; provided, that prior to furnishing any confidential or nonpublic information permitted to be provided pursuant

to this sentence, such party shall have entered into a confidentiality agreement with the person making such Acquisition Proposal on

terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall not provide such person with

any exclusive right to negotiate with such party. Each party will, and will cause its Subsidiaries and Representatives to, immediately

cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement with any person

other than the other party with respect to any Acquisition Proposal. Each party will promptly (within twenty-four (24) hours) advise

the other party following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition

Proposal, and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition

Proposal), will provide the other party with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals

or other materials received from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry

or Acquisition Proposal, and will keep the other party apprised of any related developments, discussions and negotiations on a current

basis, including any amendments to or revisions of the terms of such inquiry or Acquisition Proposal. Each party shall use its reasonable

best efforts to enforce any existing confidentiality or standstill agreements to which it or any of its Subsidiaries is a party in accordance

with the terms thereof. As used in this Agreement, “Acquisition Proposal” means, with respect to a party, other than

the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third-party indication of interest

in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of such party or 25% or more

of any class of equity or voting securities of such party whose assets, individually or in the aggregate, constitute 25% or more of the

consolidated assets of such party, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated,

would result in such third party beneficially owning 25% or more of any class of equity or voting securities of such party whose assets,

individually or in the aggregate, constitute 25% or more of the consolidated assets of such party, or (iii) a merger, consolidation,

share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving

such party whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of such party.

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(b)      Nothing

contained in this Agreement shall prevent a party or its Board of Directors from complying with Rules 14d-9 and 14e-2 under the

Exchange Act with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or modify the effect

that any action pursuant to such rules would otherwise have under this Agreement.

6.10     Takeover

Laws. No party nor any of their respective Boards of Directors will take any action that would cause the transactions contemplated

by this Agreement to be subject to requirements imposed by any Takeover Law and each of them will take all necessary steps within its

control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge

the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect. If any Takeover Laws become applicable

to this Agreement or the transactions contemplated hereby or thereby, including the Merger, or may purport to be applicable to any of

the foregoing, the parties and the members of their respective Boards of Directors shall take all reasonable action necessary, including

granting such approvals and taking such actions as are necessary, to ensure that the transactions contemplated by this Agreement, including

the Merger, may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to eliminate or minimize the

effect of such Takeover Law on this Agreement or the transactions contemplated hereby, including the Merger.

6.11     Notification

of Certain Matters. The Company and Parent will give prompt notice to the other of any fact, event or circumstance known to it that

(a) is reasonably likely, individually or taken together with all other facts, events and circumstances known to it, to result in

any Material Adverse Effect with respect to it or (b) would cause or constitute a material breach of any of its representations,

warranties, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the aggregate,

to a failure of a condition in Article 7; provided, that any failure to give notice in accordance with the foregoing

with respect to any breach shall not be deemed to constitute a violation of this Section 6.11 or the failure of any condition

set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing

to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in

Section 7.2 or 7.3 to be satisfied; provided, further, that the delivery of any notice pursuant to this

Section 6.11 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies

available to the party receiving such notice.

6.12     Litigation.

Each party shall give the other party prompt notice in writing of any shareholder or stockholder (as applicable) litigation against such

party or its directors or officers relating to the transactions contemplated by this Agreement, and the Company shall give Parent the

opportunity to participate (at Parent’s expense) in the defense or settlement of any such litigation. Each party shall give the

other a reasonable opportunity to review and comment on all filings or responses to be made by such party in connection with any such

litigation, and will in good faith take such comments into account. The Company shall not agree to settle any such litigation without

Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided,

that Parent shall not be obligated to consent to any settlement which does not include a full release of Parent and its Affiliates or

which imposes an injunction or other equitable relief after the Effective Time upon the Surviving Entity or any of its Affiliates.

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6.13     Treatment

of Company Debt. Upon the Second Effective Time (or at the effective time of the Bank Merger for any debt of Company Bank), Parent,

or Parent Bank, as applicable, shall assume the due and punctual performance and observance of the covenants and other obligations to

be performed by the Company or Company Bank, as applicable, under the definitive documents governing the then-outstanding indebtedness,

trust preferred securities and other instruments related thereto set forth on Section 6.13 of the Company Disclosure Schedule, including

the due and punctual payment of the principal of (and premium, if any) and interest thereon, to the extent required and permitted thereby.

In connection therewith, (a) Parent shall, and shall cause Parent Bank to, cooperate and use reasonable best efforts to execute

and deliver any supplemental indentures, if applicable, and (b) the Company shall, and shall cause Company Bank to, cooperate and

use reasonable best efforts to execute and deliver any supplemental indentures, officers’ certificates or other documents and to

provide any opinions of counsel to the trustee thereof, in each case, as required to make such assumption effective as of the Second

Effective Time, or the effective time of the Bank Merger, as applicable.

6.14     Third-Party

Consents and Agreements.

(a)      The

parties shall use commercially reasonable efforts and shall reasonably cooperate with one another in order to obtain the consents or

waivers from any third parties (that are not Governmental Entities) that are required to consummate, or are necessary or mutually agreed

to be advisable in connection with, the transactions contemplated by this Agreement (in such form and content as mutually agreed by the

parties).

(b)      The

Company shall use commercially reasonable efforts to provide data processing, item processing and other processing support to assist

Parent in performing all tasks reasonably required to result in a successful conversion of the data, systems, business operations and

other files and records of the Company and its Subsidiaries to Parent’s production environment, in such a manner sufficient to

ensure that a successful conversion will occur at the time (on or after the Effective Time) mutually agreed by the parties, subject to

any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition. In furtherance of the

foregoing and subject to any applicable Laws, including Laws regarding the exchange of information and other Laws regarding competition,

the Company shall:

(i)       reasonably

cooperate with Parent to establish a mutually agreeable project plan to effectuate the conversion;

(ii)       use

its commercially reasonable efforts to have the Company’s outside contractors continue to support both the conversion effort and

its ongoing needs until the conversion can be established;

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(iii)      provide,

or use its commercially reasonable efforts to obtain from any outside contractors, all data or other files and layouts reasonably requested

by Parent for use in planning the conversion, as soon as reasonably practicable;

(iv)      provide

reasonable access to the Company’s personnel and facilities and, with the consent of its outside contractors, its outside contractors’

personnel and facilities, to enable the conversion effort to be completed on schedule; and

(v)      give

notice of termination, conditioned upon the completion of the Mergers, of the contracts of outside data, item and other processing contractors

or other third-party vendors to which the Company or any of its Subsidiaries are bound when directed in writing to do so in advance by

Parent.

Company shall use commercially reasonable efforts to deliver to Parent, by the Closing Date, fully executed confirmatory invention assignment

agreements, on forms reasonably acceptable to Parent, from each of the Company’s and its Subsidiaries’ current and former

contractors and employees who have developed material Intellectual Property (including with respect to digital account opening tools)

for or on behalf of the Company, other than any contractor or employee whose right, title, and interest in and to such Intellectual Property

vested in the Company or its applicable Subsidiary by operation of law (including as a “work made for hire”), presently assigning

to the Company or its applicable Subsidiary all of the contractor’s or employee’s (as applicable) right, title and interest

in and to such Intellectual Property.

(d)      Parent

agrees that all actions taken pursuant to this Section 6.14 shall be taken in a manner intended to minimize disruption to,

and Section 6.14 shall not require the Company or any of its Subsidiaries to take any action that will unreasonably interfere

with, the customary business activities of the Company and its Subsidiaries.

(e)       Notwithstanding

anything to the contrary in this Section 6.14, the Company and its Subsidiaries shall not be required to compensate any third

party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party.

6.15     Certain

Tax Matters

(a)       Each

of Parent and the Company acknowledges and agrees that it intends for U.S. federal income tax purposes that the Merger and the Second

Step Merger, taken together, shall be treated as a single integrated transaction and shall qualify as a “reorganization”

within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement for purposes of Section 368(a) of

the Code as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

(b)      Notwithstanding

any other provision in this Agreement or the Company Disclosure Schedule to the contrary, none of the parties shall (and each party shall

cause its respective Subsidiaries not to) take or agree to take any action that would prevent or impede, or could reasonably be expected

to prevent or impede, the Merger and the Second Step Merger, taken together, from qualifying as a “reorganization” within

the meaning of Section 368(a) of the Code. Each of the parties shall, and shall cause their respective Subsidiaries to, use

its reasonable best efforts to cause the Merger and the Second Step Merger, taken together, to qualify as a “reorganization”

within the meaning of Section 368(a) of the Code.

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of the parties shall use reasonable best efforts to obtain (i) the tax opinions referenced in Section 7.3(c) or

Section 7.2(c), and (ii) any tax opinion or description of the U.S. federal income tax consequences of the Merger and

the Second Step Merger contained or set forth in the Form S-4. In connection with the foregoing, each of the parties shall deliver

duly executed certificates (dated as of the necessary date and signed by an officer of Parent or the Company, as applicable) containing

such representations and warranties as shall be reasonably satisfactory in form and substance to Parent’s counsel and the Company’s

counsel and reasonably necessary or appropriate to enable such counsel to render such opinions (but only to the extent Parent and the

Company in good faith believe they are able to make such representations and warranties truthfully). The parties intend to report and,

except to the extent otherwise required, shall report, for U.S. federal income tax purposes, the Merger and the Second Step Merger, taken

together, as a “reorganization” within the meaning of Section 368(a) of the Code.

(d)      After

the date of this Agreement and prior to the Effective Time, Parent and the Company shall cooperate in good faith with respect to Tax

matters relevant to integrating their respective Subsidiaries and operations.

6.16     Merger

Sub. Parent shall take all actions necessary to cause Merger Sub to perform its obligations under this Agreement. Until the Effective

Time, Parent shall at all times be the direct owner of all of the outstanding shares of capital stock of Merger Sub.

6.17     Change

in Structure. Subject to the proviso in the first sentence of Section 8.4, Parent and the Company shall be empowered,

upon their mutual agreement, at any time prior to the Effective Time, to change the method or structure of effecting the combination

of Parent and the Company contemplated by this Agreement if and to the extent they both deem such change to be necessary, appropriate

or desirable; provided, however, that unless this Agreement is amended in accordance with Section 8.4, no such

change shall (i) alter or change the Exchange Ratio or the amount or kind of the Merger Consideration provided for in this Agreement,

(ii) adversely affect the tax consequences to shareholders of the Company or the tax treatment of Parent, Merger Sub, the Company

or any of their respective Subsidiaries of the transactions contemplated by this Agreement or (iii) impede or delay in any material

respect consummation of the transactions contemplated by this Agreement.

6.18     Dividends.

After the date of this Agreement, the parties shall coordinate the declaration of any dividends in respect of Company Common Stock and

Parent Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties that holders of Company

Common Stock shall not receive two dividends, or fail to receive one dividend, in any quarter with respect to their shares of Company

Common Stock and any shares of Parent Common Stock any such holder receives in exchange therefor in the Merger.

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6.19     Corporate

Governance.

(a)      Prior

to the Effective Time, the Parent Board shall take all actions necessary to cause four (4) directors of the Company immediately

prior to the Effective Time mutually agreed to by Parent and the Company to be appointed to the Parent Board as of the Effective Time

(such appointed directors, the “Company Designated Directors”). Parent shall, and shall cause Parent Bank to, take

all actions necessary to cause the Board of Directors of Parent Bank, as of the Effective Time, to comprise only the directors on the

Parent Board as of the Effective Time, having given effect to the immediately preceding sentence.

(b)      Subject

to the requirements of applicable Law, after the closing of the Bank Merger, Parent Bank shall operate Company Bank as a division of

Parent Bank within the footprint of Company Bank as at the date of this Agreement under the branding “Tri Counties Bank, a division

of First Hawaiian Bank.”

Surviving Entity will take all actions necessary to satisfy the Company’s and its Subsidiaries’ obligations set forth on

Section 6.19(c) of the Company Disclosure Schedule with respect to community sponsorships and commitments.

6.20     Additional

Agreements. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of

this Agreement, including any merger between a Subsidiary of Parent, on the one hand, and a Subsidiary of the Company, on the other hand,

or to vest the Surviving Entity with full title to all properties, assets, rights, approvals, immunities and franchises of any of the

parties to the Mergers or the Bank Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries

shall after the Effective Time take all such necessary action as may be reasonably requested by Parent.

6.21     Restructuring

Efforts. If either the Company or Parent shall have failed to obtain the Company Shareholder Approval or the Parent Stockholder Approval

at the duly convened Company Special Meeting or Parent Special Meeting, as applicable, or any adjournment or postponement thereof, each

of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transactions provided for herein,

it being understood that neither party shall have any obligation to alter or change any material terms, including the amount or kind

of the consideration to be issued to holders of Company Common Stock as provided for in this Agreement, in a manner adverse to such party

or its shareholders or stockholders, as applicable, and/or resubmit this Agreement and the transactions contemplated hereby, in the case

of the Company, or the Parent Share Issuance, in the case of Parent, or as restructured pursuant to this Section 6.21, to

its respective shareholders or stockholders, as applicable, for approval.

Article 7

CONDITIONS PRECEDENT

7.1      Conditions

to Each Party’s Obligation to Effect the Merger. The respective obligations of the parties to effect the Merger shall be subject

to the satisfaction at or prior to the Effective Time of the following conditions:

(a)      Shareholder

Approval and Stockholder Approval. The Company Shareholder Approval and the Parent Stockholder Approval shall have been obtained.

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(b)      Regulatory

Approvals. (i) All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all

statutory waiting periods in respect thereof shall have expired or been terminated, and (ii) no such Requisite Regulatory Approval

shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

The Form S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Form S-4

shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

(d)      No

Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or agency of competent jurisdiction or

other Law preventing or making illegal the consummation of the Merger, the Second Step Merger, the Bank Merger or any of the other transactions

contemplated by this Agreement shall be in effect.

(e)      Nasdaq

Listing. Parent shall have filed a notification of listing of additional shares in respect of the shares of Parent Common Stock issuable

pursuant to this Agreement in accordance with Nasdaq’s rules, and no further action shall be required to authorize the listing

of such shares of Parent Common Stock.

7.2      Conditions

to Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is also subject to the satisfaction,

or waiver by Parent, at or prior to the Effective Time, of the following conditions:

(a)      Representations

and Warranties. The representations and warranties of the Company set forth in Sections 3.2(a), and 3.8(b) (in

each case after giving effect to the lead-in to Article 3) shall be true and correct (other than, in the case

of Section 3.2(a), such failures to be true and correct as are de minimis) in each case as of the date of

this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and

warranties are expressly made as of another date, in which case as of such date), and the representations and warranties of the Company

set forth in Sections 3.1(a), 3.1(c) (with respect to Company Bank only), 3.2(e) (with respect to

Company Bank only), 3.3(a) and 3.7 (in each case, read without giving effect to any qualification as to materiality

or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article 3)

shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and

as of the Closing Date (except to the extent such representations and warranties are expressly made as of another date, in which case

as of such date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to

any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after

giving effect to the lead-in to Article 3) shall be true and correct in all respects as of the date of this

Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties

are expressly made as of another date, in which case as of such date); provided, that for purposes of this sentence, such

representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties

to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality

or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material

Adverse Effect on the Company or the Surviving Entity. Parent and Merger Sub shall have received a certificate dated as of the Closing

Date and signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to the foregoing

effect.

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(b)      Performance

of Obligations of Company. The Company shall have performed in all material respects all obligations required to be performed by

it under this Agreement at or prior to the Effective Time; and Parent and Merger Sub shall have received a certificate dated as of the

Closing Date and signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company to the

foregoing effect.

Opinion. Parent shall have received an opinion of Sullivan & Cromwell LLP, counsel to Parent, in form and substance

reasonably satisfactory to Parent, dated as of the date of the Merger, to the effect that, on the basis of certain facts, representations

and assumptions described or referred to in such opinion, for U.S. federal income tax purposes, the Merger and the Second Step Merger,

taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering

such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company reasonably

satisfactory in form and substance to such counsel.

7.3      Conditions

to Obligations of Company. The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the

Company at or prior to the Effective Time of the following conditions:

(a)      Representations

and Warranties. The representations and warranties of Parent set forth in Sections 4.2(a), and 4.8(b) (in

each case after giving effect to the lead-in to Article 4) shall be true and correct (other than, in the case

of Section 4.2(a), such failures to be true and correct as are de minimis) in each case as of the date of

this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and

warranties are expressly made as of another date, in which case as of such date), and the representations and warranties of Parent set

forth in Sections 4.1(a), 4.1(c) (with respect to Parent Bank only), 4.2(b), 4.3(a)

and 4.7 (in each case, read without giving effect to any qualification as to materiality or Material Adverse Effect set forth

in such representations or warranties but, in each case, after giving effect to the lead-in to Article 4)

shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and

as of the Closing Date (except to the extent such representations and warranties are expressly made as of another date, in which case

as of such date). All other representations and warranties of Parent set forth in this Agreement (read without giving effect to any qualification

as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to

the lead-in to Article 4) shall be true and correct in all respects as of the date of this Agreement and as

of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly

made as of another date, in which case as of such date); provided, that for purposes of this sentence, such representations

and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so

true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material

Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect

on Parent or the Surviving Entity. The Company shall have received a certificate dated as of the Closing Date and signed on behalf of

Parent by the Chief Executive Officer or the Chief Financial Officer of Parent to the foregoing effect.

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(b)      Performance

of Obligations of Parent and Merger Sub. Each of Parent and Merger Sub shall have performed in all material respects all obligations

required to be performed by it under this Agreement at or prior to the Effective Time and the Company shall have received a certificate

dated as of the Closing Date and signed on behalf of Parent and Merger Sub by the Chief Executive Officer or the Chief Financial Officer

of Parent to the foregoing effect.

Opinion. The Company shall have received an opinion of Holland & Knight LLP, counsel to the Company, in form and substance

reasonably satisfactory to the Company, dated as of the date of the Merger, to the effect that, on the basis of certain facts, representations

and assumptions described or referred to in such opinion, for U.S. federal income tax purposes, the Merger and the Second Step Merger,

taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering

such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company reasonably

satisfactory in form and substance to such counsel.

Article 8

TERMINATION AND AMENDMENT

8.1      Termination.

This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Parent Stockholder Approval

or the Company Shareholder Approval:

(a)      by

mutual written consent of Parent and the Company;

(b)      by

either Parent or the Company if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Mergers

or the Bank Merger and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have

issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise

prohibiting or making illegal the consummation of the Mergers or the Bank Merger, unless the failure to obtain a Requisite Regulatory

Approval shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants

and agreements of such party set forth herein;

either Parent or the Company if the Merger shall not have been consummated on or before July 12, 2027 (as it may be extended pursuant

to this Section 8.1(c), the “Termination Date”), unless the failure of the Closing to occur by the Termination

Date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and

agreements of such party set forth herein; provided, however, that (i) if the conditions to the Closing set forth

in Section 7.1(b) or Section 7.1(d) (to the extent related to a Requisite Regulatory Approval) have

not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article 7 have been

satisfied or waived (other than those conditions that by their nature can only be satisfied or waived at the Closing (so long as such

conditions are capable of being satisfied)), the Termination Date shall be automatically extended for an additional three months to October 12,

2027, and such date, as so extended, shall be the “Termination Date” for all purposes of this Agreement; and (ii) if

all the conditions set forth in Article 7 have been satisfied or waived on a date that occurs on or prior to the Termination

Date (or, in the case of conditions that by their nature can only be satisfied at the Closing, such conditions are capable of being satisfied),

but the Closing would thereafter occur in accordance with Section 1.2 on a date after the Termination Date (such date, the

“Specified Date”), then the Termination Date shall automatically be extended to such Specified Date, and the Specified

Date shall be the “Termination Date” for all purposes of this Agreement;

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(d)      by

either Parent or the Company (provided, that the terminating party is not then in material breach of any representation, warranty,

obligation, covenant or other agreement contained herein) if there shall have been a breach of any of the obligations, covenants or agreements

or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement

on the part of the Company, in the case of a termination by Parent, or Parent or Merger Sub, in the case of a termination by the Company,

which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such

representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition

set forth in Section 7.2, in the case of a termination by Parent, or Section 7.3, in the case of a termination

by the Company, and which is not cured within forty-five (45) days following written notice to the Company, in the case of a termination

by Parent, or Parent, in the case of a termination by the Company, or by its nature or timing cannot be cured during such period (or

such fewer days as remain prior to the Termination Date);

(e)       by

the Company prior to such time as the Parent Stockholder Approval is obtained, if (i) Parent or the Parent Board shall have made

a Parent Recommendation Change or (ii) Parent or the Parent Board shall have breached its obligations under Section 6.4

or Section 6.9 in any material respect; or

(f)       by

Parent prior to such time as the Company Shareholder Approval is obtained, if (i) the Company or the Company Board shall have made

a Company Recommendation Change or (ii) the Company or the Company Board shall have breached its obligations under Section 6.4

or 6.9 in any material respect.

8.2      Effect

of Termination.

(a)      In

the event of termination of this Agreement by either Parent or the Company as provided in Section 8.1, this Agreement shall

forthwith become void and have no effect, and none of Parent, the Company, any of their respective Subsidiaries or any of the officers

or directors of any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated

hereby, except that (i) Section 6.3(b), this Section 8.2 and Sections 9.1 through 9.9

and Section 9.11 shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary

contained in this Agreement, neither Parent, Merger Sub nor the Company shall be relieved or released from any liabilities or damages

arising out of its willful and material breach of any provision of this Agreement.

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(b)

(i)       In

the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal

shall have been communicated to or otherwise made known to the Company Board or senior management of the Company or shall have been made

directly to the shareholders of the Company generally or any person shall have publicly announced (and not withdrawn at least two (2) Business

Days prior to the Company Special Meeting) an Acquisition Proposal, in each case with respect to the Company, and (A) (x) thereafter

this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(c) without the Company Shareholder

Approval having been obtained (and all other conditions set forth in Sections 7.1 and 7.3 were satisfied or were capable

of being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by Parent pursuant to Section 8.1(d) as

a result of a willful breach by the Company, and (B) prior to the date that is twelve (12) months after the date of such termination,

the Company enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the

same Acquisition Proposal as that referred to above), then the Company shall, on the earlier of the date it enters into such definitive

agreement and the date of consummation of such transaction, pay Parent, by wire transfer of same-day funds, a fee equal to $80,000,000

(the “Termination Fee”); provided, that for purposes of this Section 8.2(b)(i), all references

in the definition of Acquisition Proposal to “25%” shall instead refer to “50%”.

(ii)      In

the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay Parent, by wire

transfer of same-day funds, the Termination Fee within two (2) Business Days of the date of termination.

(c)

(i)       In

the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal

shall have been communicated to or otherwise made known to the Parent Board or senior management of Parent or shall have been made directly

to the stockholders of Parent generally or any person shall have publicly announced (and not withdrawn at least two (2) Business

Days prior to the Parent Special Meeting) an Acquisition Proposal, in each case with respect to Parent, and (A) (x) thereafter

this Agreement is terminated by either Parent or the Company pursuant to Section 8.1(c) without the Parent Stockholder

Approval having been obtained (and all other conditions set forth in Sections 7.1 and 7.2 were satisfied or were capable

of being satisfied prior to such termination) or (y) thereafter this Agreement is terminated by the Company pursuant to Section 8.1(d) as

a result of a willful breach by Parent, and (B) prior to the date that is twelve (12) months after the date of such termination,

Parent enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same

Acquisition Proposal as that referred to above), then Parent shall, on the earlier of the date it enters into such definitive agreement

and the date of consummation of such transaction, pay the Company, by wire transfer of same-day funds, the Termination Fee; provided,

that for purposes of this Section 8.2(c)(i), all references in the definition of Acquisition Proposal to “25%”

shall instead refer to “50%”.

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(ii)      In

the event that this Agreement is terminated by the Company pursuant to Section 8.1(e), then Parent shall pay the Company,

by wire transfer of same-day funds, the Termination Fee within two (2) Business Days of the date of termination.

(d)      Notwithstanding

anything to the contrary herein, but without limiting the right of any party to recover liabilities or damages to the extent permitted

herein, in no event shall either party be required to pay the Termination Fee more than once.

(e)      Each

of Parent and the Company acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions

contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly,

if Parent or the Company, as the case may be, fails promptly to pay the amount due pursuant to this Section 8.2, and, in

order to obtain such payment, the other party commences a suit which results in a judgment against the non-paying party for the Termination

Fee or any portion thereof, such non-paying party shall pay the costs and expenses of the other party (including attorneys’ fees

and expenses) in connection with such suit. In addition, if Parent or the Company, as the case may be, fails to pay the amounts payable

pursuant to this Section 8.2, then such party shall pay interest on such overdue amounts (for the period commencing as of

the date that such overdue amount was originally required to be paid and ending on the date that such overdue amount is actually paid

in full) at a rate per annum equal to the “prime rate” published in The Wall Street Journal on the date on which such

payment was required to be made for the period commencing as of the date that such overdue amount was originally required to be paid

and ending on the date that such overdue amount is actually paid in full.

8.3      Fees

and Expenses. All fees and expenses incurred in connection with the Mergers, this Agreement, and the transactions contemplated by

this Agreement (including costs and expenses of printing and mailing the Joint Proxy Statement/Prospectus) shall be paid by the party

incurring such fees or expenses, whether or not the Merger is consummated, except as otherwise provided in Section 8.2; provided,

that the costs and expenses of printing and mailing the Joint Proxy Statement/Prospectus and all filing and other fees paid to the SEC

or any other Governmental Entity in connection with the Merger shall be borne equally by Parent and the Company.

8.4      Amendment.

This Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors, at any time before

or after approval of the matters presented in connection with the Merger by the shareholders or stockholders, as applicable, of the Company

or Parent; provided, however, that after the receipt of the Parent Stockholder Approval or the Company Shareholder Approval,

there may not be, without further approval of such shareholders or stockholders, as applicable, any amendment of this Agreement that

requires further approval of such shareholders or stockholders, as applicable, under applicable Law. This Agreement may not be amended

except by an instrument in writing signed on behalf of each of the parties.

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8.5      Extension;

Waiver. At any time prior to the Effective Time, the parties, by action taken or authorized by their respective Boards of Directors,

may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other

party, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or (c) waive compliance

with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver

shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist

on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect

to, any subsequent or other failure.

Article 9

GENERAL PROVISIONS

9.1      Non-survival

of Representations, Warranties and Agreements. This Article 9 and the agreements of the Company, Parent and Merger Sub

contained in Section 6.6 and Section 6.7 shall survive the consummation of the Mergers. All other representations,

warranties, covenants and agreements set forth in this Agreement shall not survive the consummation of the Mergers except for those other

obligations, covenants and agreements contained in this Agreement that by their terms apply in whole or in part after the Effective Time.

9.2      Notices.

All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally,

sent via email (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier

(with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)      if

to Parent and Merger Sub, to:

First

Hawaiian, Inc.

999 Bishop St., 29th Floor

Honolulu, Hawaii 96813

Attention:

Robert S. Harrison

Joel E. Rappoport

Email:

rharrison@fhb.com

jrappoport@fhb.com

with a copy (which shall not constitute notice) to:

Sullivan &

Cromwell LLP

125

Broad Street

New

York, NY 10004-2498

Attention:

Mitchell

S. Eitel

Benjamin

I. Fleming

Email:

eitelm@sullcrom.com

flemingb@sullcrom.com

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(b)      if

to the Company, to:

TriCo Bancshares

63 Constitution Drive

Chico, CA 95973

Attention:

Richard P. Smith

Peter G. Wiese

Gregory A. Gehlmann

Email:

Ricksmith@tcbk.com

PeterWiese@tcbk.com

GregGehlmann@tcbk.com

with a copy (which shall not constitute notice) to:

Holland & Knight LLP

1801 California Street, Suite 5000

Denver, CO 80202

Attention:

Shawn M. Turner

Emily J. Hantverk

Email:

shawn.turner@hklaw.com

emily.hantverk@hklaw.com

9.3      Interpretation.

When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or

Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained

in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever

the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to

be followed by the words “without limitation.” References to “the date hereof” shall mean the date of this Agreement.

As used in this Agreement, the phrase “to the Knowledge of the Company” means the actual knowledge of any of the Company’s

officers listed on Section 9.3 of the Company Disclosure Schedule, and the phrase “to the Knowledge of Parent”

means the actual knowledge of the Chief Executive Officer and Chief Financial Officer of Parent. As used in this Agreement, “made

available” means any document or other information that (i) is included in the virtual data room of a party prior to the

date hereof or (ii) filed by a party with the SEC and publicly available on EDGAR prior to the date hereof. As used in this Agreement,

“Person” or “Persons” means any individual, bank, corporation (including not-for-profit), joint-stock

company, general or limited partnership, limited liability company, joint venture, estate, business trust, trust, association, organization,

Governmental Entity or other entity of any kind or nature. All schedules and exhibits hereto shall be deemed part of this Agreement and

included in any reference to this Agreement. As used in this Agreement, “Business Day” means Monday through Friday

of each week, except a legal holiday recognized as such by the United States federal government or any day on which banking institutions

in the State of Delaware, the State of Hawaii or the State of California are authorized or obligated to close. As used in this Agreement,

“ordinary course” and “ordinary course of business” with respect to either party, means conduct

consistent with the normal day-to-day customs, practices and procedures of such party. If any term, provision, covenant or restriction

contained in this Agreement is held by a court or a federal or state Regulatory Agency of competent jurisdiction to be invalid, void

or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full

force and effect, and shall in no way be affected, impaired or invalidated. If for any reason such court or Regulatory Agency determines

that any provision, covenant or restriction is invalid, void or unenforceable, it is the express intention of the parties that such provision,

covenant or restriction be enforced to the maximum extent permitted. Each of Parent, Merger Sub and the Company is sometimes referred

to in this Agreement as a “party” and collectively as the “parties”.

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9.4      Counterparts.

This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means), all of which shall be

considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered

to the other party, it being understood that each party need not sign the same counterpart.

9.5      Entire

Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Confidentiality

Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the

parties with respect to the subject matter of this Agreement, other than the Confidentiality Agreement.

9.6      Governing

Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without

giving effect to its principles of conflicts of Laws (except that matters relating to the fiduciary duties of the Company Board shall

be governed by the laws of the State of California). The parties hereto agree that any suit, action or proceeding brought by either party

to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated

hereby shall be brought exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware

or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent

jurisdiction located in the State of Delaware. Each of the parties hereto submits to the jurisdiction of any such court in any suit,

action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement

or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile

or otherwise in such action or proceeding and each party agrees that service of process upon such party in any such action or proceeding

will be effective if notice is given in accordance with Section 9.2. Each party hereto irrevocably waives, to the fullest

extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding

in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

9.7      Waiver

of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE

COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED

BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY

LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH

PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY

UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH

PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7.

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9.8      Publicity.

Parent, the Company and Merger Sub agree that the initial press release with respect to the execution and delivery of this Agreement

shall be a release mutually agreed to by the parties hereto. Thereafter, each of the parties agrees that no public release or announcement

or statement concerning this Agreement or the transactions contemplated hereby shall be issued by any party without the prior written

consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as required by

applicable Law or the rules or regulations of any applicable Governmental Entity or stock exchange to which the relevant party is

subject, in which case the party required to make the release or announcement shall consult with the other party about, and allow the

other party reasonable time to comment on, such release or announcement in advance of such issuance or (b) for such releases, announcements

or statements that are consistent with other such releases, announcements or statements made after the date of this Agreement in compliance

with this Section 9.8.

9.9      Assignment;

Third-Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by

any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the Company, in the case of

Parent or Merger Sub, or Parent, in the case of the Company. Any purported assignment in contravention hereof shall be null and void.

Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and

their respective successors and assigns. Except as otherwise specifically provided in Section 6.7, this Agreement (including

the documents and instruments referred to herein) is not intended to, and does not, confer upon any Person other than the parties hereto

any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations

and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties.

Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice

or liability to any other person. In some instances, the representations and warranties in this Agreement may represent an allocation

among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently,

persons other than the parties may not rely upon the representations and warranties in this Agreement as characterizations of actual

facts or circumstances as of the date of this Agreement or as of any other date.

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9.10     Specific

Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were

not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to specific performance

of the terms hereof including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce

specifically the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Mergers),

this being in addition to any other remedies to which they are entitled at Law or equity. Each of the parties hereby further waives (a) any

defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post

security or a bond as a prerequisite to obtaining equitable relief.

9.11     Confidential

Supervisory Information. Notwithstanding any other provision of this Agreement, no disclosure, representation or warranty shall be

made (or other action taken) pursuant to this Agreement that would involve the disclosure of confidential supervisory information (including

confidential supervisory information as defined or identified in 12 C.F.R. § 261.2(b) and 12 C.F.R. § 309.5(g)(8))

of a Governmental Entity by any party to this Agreement to the extent prohibited by applicable Law. To the extent legally permissible,

appropriate substitute disclosures or actions shall be made or taken under circumstances in which the limitations of the preceding sentence

apply.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Parent, the Company and Merger

Sub have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

FIRST HAWAIIAN, INC.

By:

/s/ Robert S. Harrison

Name:

Robert S. Harrison

Title:

Chairman, President & Chief Executive Officer

By:

/s/ Joel E. Rappoport

Name:

Joel E. Rappoport

Title:

Executive Vice President, General Counsel and Secretary

HORIZON MERGER SUB, INC.

By:

/s/ Robert S. Harrison

Name:

Robert S. Harrison

Title:

President

By:

/s/ Joel E. Rappoport

Name:

Joel E. Rappoport

Title:

Secretary

Signatures continue on next page

[Signature Page to Merger Agreement]

IN WITNESS WHEREOF, Parent, the Company and Merger

Sub have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

TRICO BANCSHARES

By:

/s/ Richard P. Smith

Name:

Richard P. Smith

Title:

Chairman, President & Chief Executive Officer

By:

/s/ Gregory A. Gehlmann

Name:

Gregory A. Gehlmann

Title:

Assistant Secretary

[Signature Page to Merger Agreement]

Exhibit A

Form of Bank Merger Agreement

AGREEMENT AND PLAN OF MERGER

BY AND BETWEEN

FIRST HAWAIIAN BANK

AND

TRI

COUNTIES Bank

This Agreement and Plan of Merger (this “Agreement”),

dated as of July 12, 2026, is made by and between First Hawaiian Bank, a Hawaii state-chartered non-member bank (“First

Hawaiian Bank”), and Tri Counties Bank, a California-chartered non-member bank (“Tri Counties Bank”). Each

of First Hawaiian Bank and Tri Counties Bank may be referred to individually as a “Party,” or together as the “Parties.”

WITNESSETH:

WHEREAS,

First Hawaiian Bank is a wholly owned subsidiary of First Hawaiian, Inc., a Delaware corporation (“Parent”),

and Tri Counties Bank is a wholly owned subsidiary of TriCo Bancshares, a California corporation (the “Company”);

WHEREAS,

Parent and the Company, together with Horizon Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent

(“Merger Sub”), have entered into that certain Agreement and Plan of Reorganization and Merger, dated as of July 12,

2026 (as amended and/or supplemented from time to time, the “Merger Agreement”), pursuant to which, subject to the

terms and conditions thereof, (a) Merger Sub will merge with and into the Company (the “Merger”), with the Company

as the surviving corporation (the “Surviving Corporation”) and (b) immediately following the Merger and as part

of a single integrated transaction, the Surviving Corporation will merge with and into Parent (the “Second Step Merger”,

and together with the Merger, the “Mergers”), with Parent continuing as the surviving entity in the Second Step Merger;

WHEREAS,

contingent upon the Mergers, on the terms and subject to the conditions contained in this Agreement, the Parties intend to effect the

merger of Tri Counties Bank with and into First Hawaiian Bank (the “Bank Merger”) promptly following the Second Step

Merger, with First Hawaiian Bank as the surviving bank (the “Surviving Bank”);

WHEREAS,

the Boards of Directors of First Hawaiian Bank and Tri Counties Bank have deemed the Bank Merger advisable, and have adopted and approved

the execution and delivery of this Agreement and the transactions contemplated hereby; and

WHEREAS,

acting by written consent, the sole shareholder of each of First Hawaiian Bank and Tri Counties Bank has approved this Agreement, the

Bank Merger and the principal terms thereof.

NOW,

THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and

intending to be legally bound hereby, the Parties agree as follows:

Article 1

Bank

Merger

Section 1.01    The

Merger. Subject to the terms and conditions of this Agreement, at the Bank Merger Effective Time (as defined below), Tri Counties

Bank shall be merged with and into First Hawaiian Bank pursuant to the provisions of, and with the effect provided in, applicable law.

At the Bank Merger Effective Time, the separate existence of Tri Counties Bank shall cease, and First Hawaiian Bank, as the Surviving

Bank, shall continue unaffected and unimpaired by the Bank Merger. The effect of the Bank Merger shall be as prescribed by applicable

law. All assets of Tri Counties Bank as they exist at the Bank Merger Effective Time shall pass to and vest in the Surviving Bank without

any conveyance or other transfer. The Surviving Bank shall be responsible for all of the liabilities of every kind and description of

each of the Parties existing as of the Bank Merger Effective Time.

Section 1.02    Closing.

The closing of the Bank Merger will take place by electronic exchange of documents promptly following the Second Step Merger or at such

other time and date as specified by Parent, but in no case prior to the Second Step Merger or the date on which all of the conditions

precedent to the consummation of the Bank Merger specified in this Agreement shall have been satisfied or duly waived by the Party entitled

to satisfaction thereof, at such place as is agreed by the Parties.

Section 1.03    Bank

Merger Effective Time. Subject to applicable law, the Bank Merger shall become effective as of the date and time specified in the

Articles of Merger filed with the Department of Commerce and Consumer Affairs of the State of Hawaii (such date and time being herein

referred to as the “Bank Merger Effective Time”).

Section 1.04    Articles

of Incorporation and Bylaws of the Surviving Bank. The articles of incorporation and bylaws of First Hawaiian Bank in effect immediately

prior to the Bank Merger Effective Time shall be the articles of incorporation and the bylaws of the Surviving Bank, in each case until

amended in accordance with applicable law and the terms thereof.

Section 1.05    Board

of Directors of the Surviving Bank. Effective as of the Bank Merger Effective Time, the members of the Board of Directors of the

Surviving Bank shall be the members of the Board of Directors of First Hawaiian Bank immediately prior to the Bank Merger Effective Time,

subject to Section 6.19(a) of the Merger Agreement.

Section 1.06    Tax

Treatment. It is the intention of the Parties that the Bank Merger be treated for U.S. federal income tax purposes as a “reorganization”

within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Section 1.07    Name

and Main Office. Following the Bank Merger Effective Time, the name of the Surviving Bank will be “First Hawaiian Bank”

and the main office of the Surviving Bank will be 999 Bishop St., 29th Floor, Honolulu, HI 96813.

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Article 2

Consideration

Section 2.01    Effect

on Tri Counties Bank Capital Stock. By virtue of the Bank Merger and without any action on the part of the holder of any capital

stock of Tri Counties Bank, at the Bank Merger Effective Time, all shares of Tri Counties Bank capital stock issued and outstanding shall

be automatically cancelled and retired and shall cease to exist, and no cash, new shares of common stock, or other property shall be

delivered in exchange therefor.

Section 2.02    Effect

on First Hawaiian Bank Capital Stock. Each share of First Hawaiian Bank capital stock issued and outstanding immediately prior to

the Bank Merger Effective Time shall remain issued and outstanding and unaffected by the Bank Merger and, immediately after the Bank

Merger Effective Time, such shares shall constitute all of the issued and outstanding capital stock of the Surviving Bank.

Section 2.03    Dissenters’

Rights. As each of First Hawaiian, in its capacity as the sole shareholder of First Hawaiian Bank, and the Company, in its capacity

as the sole shareholder of Tri Counties Bank, has adopted and approved the Bank Merger and this Agreement, no shareholder will be entitled

to exercise dissenters’ rights under applicable law in connection with the Bank Merger.

Article 3

COVENANTS

Section 3.01    During

the period from the date of this Agreement and continuing until the Bank Merger Effective Time, subject to the provisions of the Merger

Agreement, each of the Parties agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to

be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions

contemplated by this Agreement.

Article 4

Conditions

Precedent

Section 4.01    The

Bank Merger and the respective obligations of each Party to consummate the Bank Merger are subject to the fulfillment or written waiver

of each of the following conditions prior to the Bank Merger Effective Time:

(a)     All

required federal and state regulatory approvals have been obtained with respect to the Bank Merger, shall in each case remain in full

force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated and all other material approvals

and authorizations of, filings and registrations with, and notifications to, all governmental authorities required for the consummation

of the Bank Merger shall have been obtained or made and shall remain in full force and effect, and all statutory waiting periods required

by law shall have expired or been terminated.

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(b)     The

Mergers shall have been consummated in accordance with the terms of the Merger Agreement.

order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition

preventing the consummation of the Bank Merger shall be in effect and no law, statute, rule, regulation, order, injunction or decree

shall have been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation of

the Bank Merger.

Article 5

Termination

and amendment

Section 5.01    Termination.

This Agreement may be terminated at any time prior to the Bank Merger Effective Time by an instrument executed by each of the Parties.

Notwithstanding the approval of this Agreement by the sole shareholder of First Hawaiian Bank or the sole shareholder of Tri Counties

Bank, this Agreement will terminate automatically prior to the Bank Merger Effective Time upon the termination of the Merger Agreement.

In the event of termination of this Agreement as provided in this Section 5.01, this Agreement shall forthwith become void

and have no effect.

Section 5.02    Amendment.

This Agreement may not be amended, except by an instrument in writing signed on behalf of each of the Parties.

Article 6

GENERAL

PROVISIONS

Section 6.01    Representations

and Warranties. Each of the Parties represents and warrants that this Agreement has been duly authorized, executed and delivered

by such Party and (assuming due authorization, execution and delivery by the other Party) constitutes a valid and binding obligation

of such Party, enforceable against it in accordance with the terms hereof (except in all cases as such enforceability may be limited

by bankruptcy, insolvency, moratorium, reorganization or similar laws of general applicability affecting the rights of creditors generally

and the availability of equitable remedies).

Section 6.02    Nonsurvival

of Agreements. None of the agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the

Bank Merger Effective Time.

-6-

Section 6.03    Notices.

All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally,

sent via email (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier

(with confirmation) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)     if

to First Hawaiian Bank, to:

First Hawaiian Bank

999 Bishop St., 29th Floor

Honolulu, Hawaii 96813

Attention:

Robert S. Harrison

Joel E. Rappoport

Email:

rharrison@fhb.com

jrappoport@fhb.com

with a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004-2498

Attention:

Mitchell S. Eitel

Benjamin I. Fleming

Email:

eitelm@sullcrom.com

flemingb@sullcrom.com

and

(b)      if

to Tri Counties Bank, to:

Tri Counties Bank

63 Constitution Drive

Chico, CA 95973

Attention:

Richard P. Smith

Peter G. Wiese

Gregory A. Gehlmann

Email:

Ricksmith@tcbk.com

PeterWiese@tcbk.com

GregGehlmann@tcbk.com

with a copy (which shall not constitute notice) to:

Holland & Knight LLP

1801 California Street, Suite 5000

Denver, CO 80202

Attention:

Shawn M. Turner

Emily J. Hantverk

Email:

shawn.turner@hklaw.com

emily.hantverk@hklaw.com

Section 6.04    Interpretation.

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement

shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement

unless otherwise specified. The headings contained in this Agreement are for reference purposes only and shall not affect in any way

the meaning or interpretation of this Agreement.

-7-

Section 6.05    Counterparts.

This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need

not sign the same counterpart.

Section 6.06    Entire

Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings,

both written and oral, between the Parties with respect to the subject matter hereof, other than the Merger Agreement.

Section 6.07    Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii without regard to any applicable

conflicts of law principles.

Section 6.08    Assignment.

Neither this Agreement nor any of the rights, interests or obligations may be assigned by any of the Parties and any attempted assignment

in contravention of this Section 6.08 shall be null and void.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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WITNESS WHEREOF, the Parties have caused this Agreement to be executed in counterparts by their respective officers thereunto

duly authorized as of the date first above written.

FIRST HAWAIIAN BANK

By:

Robert S. Harrison

Title:

Chairman, President & Chief Executive Officer

By:

Joel E. Rappoport

Title:

Executive Vice President, General Counsel and Secretary

TRI COUNTIES BANK

By:

Richard P. Smith

Title:

Chairman, President & Chief Executive Officer

By:

Gregory A. Gehlmann

Title:

Assistant Secretary

[Signature Page to Bank Merger Agreement]

Exhibit B

Form of Voting and Support Agreement

COMPANY VOTING AND SUPPORT AGREEMENT

July 12, 2026

First Hawaiian, Inc.

999 Bishop St., 29th Floor

Honolulu, Hawaii 96813

Ladies and Gentlemen:

As a holder of shares of common stock of TriCo Bancshares,

a California corporation (the “Company” and such common stock, the “Company Common Stock”), the

undersigned (the “Shareholder”) understands that the Company, First Hawaiian, Inc., a Delaware corporation

(“Parent”), and Horizon Merger Sub, Inc., a California corporation and a wholly owned Subsidiary of Parent (“Merger

Sub”), are concurrently entering into that certain Agreement and Plan of Reorganization and Merger, dated as of the date of

this voting and support agreement (this “Agreement” and, such Agreement and Plan of Reorganization and Merger, as

it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”),

pursuant to which, among other things and subject to the terms and conditions set forth in the Merger Agreement, (i) Merger Sub

will merge with and into the Company (the “Merger”), with the Company as the surviving corporation in the Merger

(the “Surviving Corporation”), (ii) immediately following the Merger and as part of a single integrated transaction,

the Surviving Corporation will merge with and into Parent (the “Second Step Merger” and, together with the Merger,

the “Mergers”), with Parent as the surviving entity in the Second Step Merger, (iii) each share of Company Common

Stock, excluding Treasury Shares, issued and outstanding immediately prior to the Effective Time (the “Exchanged Shares”)

shall be converted into the right to receive a certain number of shares of common stock, par value $0.01 per share, of Parent, to be

issued by Parent to each holder of Exchanged Shares at the Effective Time and (iv) promptly following the Second Step Merger, Tri

Counties Bank will merge with and into First Hawaiian Bank, with First Hawaiian Bank as the surviving bank, pursuant to the Bank Merger

Agreement (the “Bank Merger”). Unless context otherwise requires, capitalized terms used but not otherwise defined

in this Agreement shall have the meanings ascribed to them in the Merger Agreement. The Shareholder and Parent are together referred

to in this Agreement as the “Parties” and each, a “Party”.

The Shareholder acknowledges that, as a condition

and material inducement to Parent’s willingness to enter into the Merger Agreement, Parent has required that the Shareholder enter

into this Agreement and the Shareholder desires to enter into this Agreement pursuant to which, among other things, the Shareholder desires

to agree to vote to approve the transactions contemplated by the Merger Agreement, including the Mergers, upon the terms and subject

to conditions set forth in this Agreement.

In consideration of the mutual promises contained

in this Agreement and in the Merger Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, and intending to be legally bound, the Parties agree as follows:

1.      Subject

to paragraph 5, “Shares” means the shares of Company Common Stock that the Shareholder owns of record

or beneficially and has the power to vote (excluding any Shares underlying Company RSUs or Company PSUs whether or not such Shares are

included as beneficially owned by the Shareholder in the Company’s most recent annual proxy statement, but including any shares

of Company Common Stock acquired upon settlement of such Company RSUs or Company PSUs) as of the date of this Agreement. The Shares are

owned by the Shareholder free and clear of all encumbrances, voting arrangements and commitments of every kind, except as would not restrict

the performance of the Shareholder’s obligations or compliance with the restrictions and obligations under this Agreement. The

Shareholder represents and warrants that the Shareholder has the sole (or shared with his or her spouse) power to vote or direct the

vote of all of the Shares.

2.      The

Shareholder irrevocably and unconditionally hereby agrees that from the date hereof until the Expiration Date (as defined below), at

any Company Special Meeting called and at any postponement, recess or adjournment of such Company Special Meeting, and on every action

or approval by written consent of the shareholders of the Company, the Shareholder will (x) appear at such Company Special Meeting

(or at such postponement, recess or adjournment) or otherwise cause the Shares to be counted as present for the purpose of establishing

a quorum, (y) vote, or cause to be voted, the Shares (a) in favor of (i) approval of the Merger Agreement and the transactions

contemplated thereby, (ii) any other matter that the Company Board has recommended that the Company’s shareholders vote in

favor of and is reasonably necessary to be approved by the shareholders of the Company to facilitate the consummation of the transactions

contemplated by the Merger Agreement, including the Mergers, and (iii) the adjournment or postponement of the Company Special Meeting,

if (1) as of the time for which the Company Special Meeting is originally scheduled, there are insufficient shares of Company Common

Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Special Meeting

or (2) on the date of the Company Special Meeting, the Company has not received proxies representing a sufficient number of shares

necessary to obtain the Company Shareholder Approval, and (b) against (i) any proposal made in opposition to approval of the

Merger Agreement or that is otherwise in competition with the Mergers, (ii) any Acquisition Proposal and (iii) any proposal,

transaction, agreement, amendment of the Company Articles or the Company Bylaws (except as contemplated by the Merger Agreement) or other

action that is intended to or would reasonably be expected to prevent, impede, interfere with, materially delay, postpone, adversely

affect or discourage the consummation of the transactions contemplated by the Merger Agreement. Any vote required to be cast or consent

or dissent in writing required to be expressed pursuant to this paragraph 2 shall be cast or expressed in accordance with

all applicable procedures so as to ensure that it is duly counted for purposes of determining that a quorum is present (if applicable)

and for purposes of recording the results of that vote or consent solicitation. To the fullest extent permitted under applicable Law,

the Shareholder hereby irrevocably waives and agrees not to assert, exercise or perfect, directly or indirectly, any right of appraisal

or right to dissent with respect to the Merger Agreement or any of the transactions contemplated by the Merger Agreement that such Shareholder

may have with respect to the Shares under applicable Law.

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3.      If

the Shareholder fails for any reason to be counted as present, consent or vote the Shares in accordance with the requirements of paragraph 2

(or anticipatorily breaches any obligations set forth in paragraph 2), Parent shall have the right to cause to be present,

consent or vote the Shares in accordance with the provisions of paragraph 2. The Shareholder hereby grants, or agrees to

cause the applicable record holder to grant, subject to the penultimate sentence of this paragraph 3, a revocable proxy appointing

Parent, Robert Harrison, James Moses and Joel Rappoport, and each of them individually, and any designee of any of them, with full power

of substitution and resubstitution, as the Shareholder’s attorney-in-fact and proxy, for and in the Shareholder’s name, to

be counted as present, vote, express consent or dissent with respect to the Shares in the circumstance contemplated by the first sentence

of this paragraph 3 as such proxies or their proxies or substitutes shall, in their sole discretion, deem proper with respect

to the Shares. The proxy granted by the Shareholder pursuant to this paragraph 3 is granted in consideration of Parent entering

into this Agreement and the Merger Agreement and incurring the obligations set forth in this Agreement and the Merger Agreement. The

power of attorney granted by the Shareholder in this Agreement is a durable power of attorney and shall survive the dissolution, bankruptcy,

death or incapacity of the Shareholder. The proxy granted by the Shareholder in this Agreement shall be automatically revoked upon the

Expiration Date. The Shareholder hereby revokes any and all previous proxies granted with respect to the Shares.

4.      The

Shareholder represents and warrants to Parent as follows:

(a)     The

Shareholder has duly and validly executed and delivered this Agreement and has all authority and full legal capacity to enter into this

Agreement and to perform fully the Shareholder’s obligations under this Agreement.

(b)     Assuming

the due authorization, execution and delivery of this Agreement by Parent, this Agreement is the Shareholder’s legal, valid and

binding agreement and is enforceable against the Shareholder in accordance with its terms, except as may be limited by the Bankruptcy

and Equity Exception.

the execution and delivery of this Agreement by the Shareholder, nor the consummation of the transactions to be consummated by him or

her as contemplated hereby, nor compliance by the Shareholder with any of the terms or provisions of this Agreement, will, (i) conflict

with or violate any Law applicable to the Shareholder or by which the Shares are bound or affected, (ii) result in any breach of

or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give

to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an encumbrance on any of

the Shares pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, permit, agreement, bylaw or other

instrument or obligation to which the Shareholder is a party or by which the Shareholder or the Shares are bound or affected or (iii) require

any consent, approval, authorization, certificate or permit of, or filing with or notification to, any court or arbitrator or any Governmental

Entity, except (x) for applicable requirements, if any, of the Exchange Act or (y) where the failure to obtain such consents,

approvals, authorizations, certificate or permits, or to make such filings or notifications, would not reasonably be expected to prevent,

materially impair, materially delay or adversely affect the performance by the Shareholder of his or her obligations under this Agreement.

Except for (i) this Agreement, and (ii) other agreements as would not restrict the performance of the Shareholder’s obligations

or compliance with the restrictions and obligations under this Agreement, the Shareholder is not a party to any voting agreement or trust

or any other agreement, arrangement, contract, instrument or understanding with respect to the voting, transfer or ownership of any Shares.

Except for this Agreement or any revocable proxy granted to officers or directors of the Company at the request of the Company Board

in connection with the election of directors or other routine matters at any annual or special meeting of the Company’s shareholders,

the Shareholder has not appointed or granted a proxy or power of attorney to any person with respect to any Shares.

-12-

(d)     Except

for (i) restrictions in favor of Parent pursuant to this Agreement, (ii) other restrictions as would not restrict the performance

of the Shareholder’s obligations or compliance with the restrictions and obligations under this Agreement, and (iii) transfer

restrictions of general applicability as may be provided under the Securities Act, applicable community property laws and the “blue

sky” Laws of the various States of the United States, the Shareholder (A) owns, beneficially and of record, all of the Shares

free and clear of any proxy (excluding the proxy granted pursuant to paragraph 3 or any revocable proxy granted to officers or

directors of the Company at the request of the Company Board in connection with the election of directors or other routine matters at

any annual or special meeting of the Company’s shareholders), voting restriction or other Lien and (B) has voting power and

power of disposition with respect to the Shares with no restrictions, limitations or impairments on the Shareholder’s rights, powers

and privileges of voting or disposition pertaining thereto, and no person other than the Shareholder has any right to direct or approve

the voting or disposition of any of the Shares, excluding the proxies referenced in the exclusion to the preceding clause (A) or

any Shares over which the Shareholder has shared voting power with his or her spouse.

(e)     As

of the date hereof, there is no claim, action, suit, dispute, investigation, examination, complaint or other proceeding pending against

the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that restricts, limits, impairs or prohibits

(or, if successful, would restrict, limit, impair or prohibit) the exercise by Parent of Parent’s rights, powers and privileges

under this Agreement or the performance by any Party of its covenants, agreements and obligations under this Agreement.

(f)     The

Shareholder understands that Parent is entering into the Merger Agreement in reliance upon, and Parent’s entering into the Merger

Agreement is conditioned upon, the Shareholder’s execution, delivery and performance of this Agreement, including the representations

and warranties of the Shareholder set forth in this Agreement.

5.      The

Shareholder agrees that all representations, terms and conditions of this Agreement will apply to Company Common Stock of which the Shareholder

acquires record or beneficial ownership (and the power to vote) after the date of this Agreement and prior to the Expiration Date, whether

upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of

purchase, dividend, distribution, split-up, recapitalization, combination, exchange of Shares or the like, gift, bequest, inheritance,

or as a successor in interest in any capacity or otherwise (together, the “Additional Shares”). For the avoidance

of doubt, all references to “Shares” in this Agreement shall be deemed to include any Additional Shares.

-13-

6.      This

Agreement and all obligations of the Parties under this Agreement shall automatically terminate upon the earlier of (a) the Effective

Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) the date on which any amendment to the

Merger Agreement is executed without the Shareholder’s prior written consent, which (A) diminishes (in any amount) the Merger

Consideration to be received by the shareholders of the Company, (B) changes the form of Merger Consideration payable to the shareholders

of the Company, or (C) extends the Termination Date, other than pursuant to any extension right expressly provided in the Merger

Agreement as in effect on the date hereof, and (d) the effective date of a written agreement duly executed and delivered by Parent

and the Shareholder terminating this Agreement (the date and time at which the earlier of clause (a), (b), (c) and (d) occurs

being the “Expiration Date”); provided, that (i) this paragraph 6, paragraph 10, paragraph

11, paragraph 12, paragraph 13, paragraph 14, paragraph 15, paragraph 20 and paragraph 21

shall survive any such termination and (ii) such termination shall not relieve any Party of any liability or damages resulting from

any willful and intentional breach of this Agreement occurring prior to such termination.

7.      The

Shareholder is entering into this Agreement solely in his or her capacity as a record or beneficial owner of the Shares and nothing in

this Agreement is intended to or shall limit or affect any actions taken by the Shareholder in his or her capacity as a director or officer

of the Company, including any actions the Shareholder deems necessary to discharge his or her fiduciary duties with respect to his or

her role on the Board of Directors of the Company.

8.      The

Shareholder hereby consents to and authorizes the Company and Parent to publish and disclose in any announcement or disclosure in connection

with the Merger Agreement, the Mergers, the Bank Merger or the transactions contemplated by the Merger Agreement, including, without

limitation, any disclosure required by the SEC and in the Joint Proxy Statement/Prospectus and the Form S-4, such Shareholder’s

identity and ownership of Shares and such Shareholder’s obligations under this Agreement (the “Shareholder Information”),

consents to the filing of this Agreement to the extent required by applicable Law to be filed with the SEC or any regulatory authority

relating to the Merger, and agrees to cooperate with Parent in connection with such filings, including providing Shareholder Information

reasonably requested by Parent; provided, that prior to any such announcement or disclosure, Parent shall use commercially reasonable

efforts to provide the Shareholder (through the Company or its outside counsel, Holland & Knight LLP) with the opportunity to

review and comment on any references to the Shareholder individually or the shareholders who have entered into this Agreement or substantially

similar voting and support agreements generally, in each case in such announcement or disclosure and consider such comments in good faith.

As promptly as practicable, the Shareholder hereby agrees that such Shareholder shall notify Parent of any required corrections with

respect to any Shareholder Information supplied by such Shareholder, if and to the extent such Shareholder becomes aware that any such

Shareholder Information shall have become false or misleading in any material respect.

-14-

9.      The

Shareholder agrees, without further consideration, to (a) execute and deliver such additional documents and to take such further

actions as are reasonably necessary or reasonably requested by Parent to confirm and assure the rights and obligations set forth in this

Agreement and (b) until the Expiration Date, not knowingly take any action that would make any representation or warranty of the

Shareholder contained in this Agreement untrue or incorrect in any material respect or have the effect of preventing, impairing, delaying

or adversely affecting in any material respect the performance by the Shareholder of his or her obligations under this Agreement.

10.     The

Shareholder agrees not to voluntarily commence, join in, knowingly facilitate, knowingly assist or knowingly encourage, and agrees to

take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent,

the Company, Merger Sub, the Surviving Entity, First Hawaiian Bank or any of their respective successors, directors, officers or Subsidiaries,

(a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, the Merger Agreement or

the Bank Merger Agreement or (b) alleging a breach of any fiduciary duty of the Company Board or any member thereof in connection

with the evaluation, negotiation or entry into the Merger Agreement.

11.     This

Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to its principles

of conflicts of Laws (except that matters relating to the fiduciary duties of the Shareholder with respect to his or her role on the

Board of Directors of the Company shall be governed by the Laws of the State of California). Subject to paragraph 14, each

Party agrees to bring any suit, action or proceeding to enforce any provision of, or based on any matter arising out of or in connection

with, this Agreement or the transactions contemplated hereby shall be brought exclusively in the Delaware Court of Chancery and any state

appellate court therefrom within the State of Delaware or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular

matter, any federal or state court of competent jurisdiction located in the State of Delaware, and, solely in connection with claims

arising under this Agreement or the transactions that are the subject of this Agreement, irrevocably submits to the jurisdiction of any

such court. Each Party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter

have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding

brought in any such court has been brought in an inconvenient forum. Each Party agrees that service of process upon such Party in any

such action or proceeding will be effective if notice is given in accordance with paragraph 12.

12.     EACH

PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION

OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES

THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED

THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER

INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 12.

-15-

13.     All

notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered personally,

sent via email (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier

(with confirmation) (a) if to the Shareholder, to the address or email address, as applicable, set forth on the Shareholder’s

signature page to this Agreement and (b) if to Parent, in accordance with Section 9.2(a) of the Merger Agreement

(or at such other address or email address for a Party as shall be specified by like notice).

14.     Neither

this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation

of Law or otherwise) without the prior written consent of the other Party. Any purported assignment in contravention of this paragraph 14

shall be null and void.

15.     The

Shareholder recognizes and acknowledges that irreparable damage would occur in the event that any of the provisions of this Agreement

were not performed in accordance with their specific terms. The Shareholder accordingly agrees that Parent shall be entitled to specific

performance of the terms hereof including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or

to enforce specifically the performance of the terms and provisions hereof, this being in addition to any other remedies to which Parent

is entitled at Law or equity. The Shareholder hereby further waives (a) any defense in any action for specific performance that

a remedy at Law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining

equitable relief.

16.     The

effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Merger Agreement by the parties to the Merger

Agreement, which shall occur concurrently with the execution and delivery of this Agreement.

17.     The

Shareholder agrees that, from the date hereof until the earlier to occur of (i) the receipt of the Company Shareholder Approval

and (ii) the Expiration Date (the date and time at which the earlier of clause (i) and (ii) occurs, the “Transfer

Restriction End Date”), the Shareholder shall not without Parent’s prior written consent, directly or indirectly, (a) sell,

offer to sell, give, convey, pledge, encumber, hypothecate, assign, tender, exchange, grant any option for the sale of or otherwise transfer

or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares, (b) enter into any contract, option,

call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer, exchange,

pledge, hypothecation or other encumbrance or disposition, or limitation on the voting rights, of any Shares (or any right, title or

interest therein), (c) deposit any Shares in a voting trust, grant any proxy or power of attorney or enter into any voting agreement

or similar agreement or arrangement in contravention of the obligations of the Shareholder under this Agreement with respect to any of

the Shares, (d) otherwise grant, permit or suffer the creation of any liens on any Shares (other than applicable restrictions on

transfer under U.S. state or federal securities or “blue sky” Laws), (e) enter into any swap or any other agreement,

transaction or series of transactions that hedges or transfers, in whole or in part, the economic consequence of ownership of the Shares

or interest in the Shares, whether any such swap, agreement, transaction or series of transactions is to be settled by delivery of securities,

in cash or otherwise or (f) commit or agree to take any of the foregoing actions (any action described in (a) through (f),

a “Transfer”); provided, that the foregoing shall not prohibit the Shareholder from (a) Transferring

any Shares (y) for estate and tax planning or philanthropic purposes so long as the transferee, prior to the effectiveness of the

Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement or (z) upon the death of such

Shareholder to his or her descendant, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee, (b) disposing

of or surrendering Shares to the Company in connection with the vesting, settlement or exercise of Company Equity Awards for the payment

of taxes thereon or (c) granting any revocable proxy to officers or directors of the Company at the request of the Company Board

in connection with the election of directors or other routine matters at any annual or special meeting of the Company’s shareholders.

Any Transfer in violation of this provision shall be null and void. If any involuntary Transfer of any Shares occurs prior to the Transfer

Restriction End Date, the transferee (and all transferees and subsequent transferees of such transferee) shall take and hold such Shares

subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until

the Expiration Date.

-16-

18.     Nothing

in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to

any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Shareholder,

and Parent shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations

of the Company or exercise any power or authority to direct the Shareholder in the voting or disposition of any of the Shares, except

as otherwise expressly provided in this Agreement.

19.     Any

provision of this Agreement may be (a) waived in whole or in part in writing by the Party benefited by the provision or by both

Parties or (b) amended or modified at any time by an agreement in writing between the Parties executed in the same manner as this

Agreement.

20.     The

Merger Agreement and this Agreement (including the documents and instruments referred to in this Agreement) constitute the entire agreement

and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter

of this Agreement, other than the Merger Agreement.

21.     If

any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal or state Regulatory Agency of

competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained

in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. If for any reason

such court or Regulatory Agency determines that any provision, covenant or restriction is invalid, void or unenforceable, it is the express

intention of the Parties that such provision, covenant or restriction be enforced to the maximum extent permitted.

-17-

22.     Whenever

the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to

be followed by the words “without limitation.” The word “or” shall not be exclusive. This Agreement may be executed

in two or more counterparts (including by facsimile or other electronic means), all of which shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party, it being understood

that each Party need not sign the same counterpart. This Agreement and any signed agreement or instrument entered into in connection

with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine

or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement

or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered

in person.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-18-

Please confirm that the foregoing

correctly states the understanding between the undersigned and you by signing and returning to a counterpart hereof.

Very truly yours,

Name:

Email:

Address:

[Signature Page to Company Voting and

Support Agreement]

Accepted and agreed as of the date set forth above.

FIRST HAWAIIAN, INC.

By:

Name:

Robert S. Harrison

Title:

Chairman, President & Chief Executive Officer

[Signature

Page to Company Voting and Support Agreement]

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