Exhibit
10.1


 


Execution
Copy


 


AGREEMENT
AND PLAN OF MERGER


 


BY
AND BETWEEN


 


EMCLAIRE
FINANCIAL CORP


 


AND


 


Community
first bancorp, inc.


 




     


     


    

 


TABLE
OF CONTENTS


 


	ARTICLE I CERTAIN DEFINITIONS	1
	 	 	 
	1.1.	Certain Definitions	1
	 	 	 
	ARTICLE II THE MERGER	9
	 	 	 
	2.1.	Merger	9
	 	 	 
	2.2.	Effective Time	10
	 	 	 
	2.3.	Articles of Incorporation and Bylaws	10
	 	 	 
	2.4.	Directors and Officers of the Surviving Corporation	10
	 	 	 
	2.5.	Effects of the Merger	10
	 	 	 
	2.6.	Tax Consequences	10
	 	 	 
	2.7.	Possible Alternative Structures	11
	 	 	 
	2.8.	Absence of Control	11
	 	 	 
	2.9.	Bank Merger	11
	 	 	 
	ARTICLE III CONVERSION OF SHARES	11
	 	 	 
	3.1.	Conversion of CFB Common Stock; Merger Consideration	11
	 	 	 
	3.2.	Procedures for Exchange of CFB Common Stock	13
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CFB	15
	 	 	 
	4.1.	Organization	15
	 	 	 
	4.2.	Capitalization	16
	 	 	 
	4.3.	Authority; No Violation	17
	 	 	 
	4.4.	Consents	18
	 	 	 
	4.5.	Reports, Regulatory Matters, Financial Statements	18
	 	 	 
	4.6.	Taxes	19
	 	 	 
	4.7.	No Material Adverse Effect	21
	 	 	 
	4.8.	Material Contracts; Leases; Defaults	21
	 	 	 
	4.9.	Ownership of Property; Insurance Coverage	23
	 	 	 
	4.10.	Legal Proceedings	24
	 	 	 
	4.11.	Compliance With Applicable Law	24
	 	 	 
	4.12.	Employee Benefit Plans	25
	 	 	 
	4.13.	Brokers, Finders and Financial Advisors	27
	 	 	 
	4.14.	Environmental Matters	27
	 	 	 
	4.15.	Loan Portfolio	28
	 	 	 
	4.16.	Related Party Transactions	29




 




     i


     


    

 


	4.17.	Deposits	30
	 	 	 
	4.18.	Required Vote	30
	 	 	 
	4.19.	Risk Management Instruments	30
	 	 	 
	4.20.	Intellectual Property	30
	 	 	 
	4.21.	Labor Matters	31
	 	 	 
	4.22.	CFB Information Supplied	31
	 	 	 
	4.23.	Investment Securities and Commodities	31
	 	 	 
	4.24.	Fairness Opinion	32
	 	 	 
	4.25.	No Other Representations or Warranties	32
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY	32
	 	 	 
	5.1.	Organization	32
	 	 	 
	5.2.	Capitalization	33
	 	 	 
	5.3.	Authority; No Violation	33
	 	 	 
	5.4.	Consents	34
	 	 	 
	5.5.	Financial Statements	34
	 	 	 
	5.6.	Taxes	36
	 	 	 
	5.7.	No Material Adverse Effect	37
	 	 	 
	5.8.	Ownership of Property; Insurance Coverage	37
	 	 	 
	5.9.	Legal Proceedings	38
	 	 	 
	5.10.	Compliance With Applicable Law	38
	 	 	 
	5.11.	Employee Benefit Plans	39
	 	 	 
	5.12.	Environmental Matters	40
	 	 	 
	5.13.	Securities Documents	41
	 	 	 
	5.14.	Brokers, Finders and Financial Advisors	41
	 	 	 
	5.15.	Company Common Stock	41
	 	 	 
	5.16.	Company Information Supplied	41
	 	 	 
	5.17.	Loan Portfolio	42
	 	 	 
	5.18.	Investment Securities and Commodities	42
	 	 	 
	5.19.	Related Party Transactions	42
	 	 	 
	5.20.	Risk Management Instruments	43
	 	 	 
	5.21.	Intellectual Property	43
	 	 	 
	5.22.	Labor Matters	43
	 	 	 
	5.23.	Fairness Opinion	44
	 	 	 
	5.24.	Financing	44







 




     ii


     


    

 





	5.25.	No Other Representations or Warranties	44
	 	 	 
	ARTICLE VI COVENANTS OF CFB	44
	 	 	 
	6.1.	Conduct of Business	44
	 	 	 
	6.2.	Current Information and Cooperation	48
	 	 	 
	6.3.	Access to Properties and Records	50
	 	 	 
	6.4.	Financial and Other Statements	50
	 	 	 
	6.5.	Maintenance of Insurance	51
	 	 	 
	6.6.	Disclosure Supplements	51
	 	 	 
	6.7.	Consents and Approvals of Third Parties	51
	 	 	 
	6.8.	Failure to Fulfill Conditions	51
	 	 	 
	6.9.	Reasonable Best Efforts	51
	 	 	 
	6.10.	No Solicitation	51
	 	 	 
	6.11.	Merger-Related Costs	54
	 	 	 
	6.12.	401(k) Plan; Other Benefit Plans	54
	 	 	 
	6.13.	Anti-takeover Provisions	55
	 	 	 
	6.14.	Shareholder Litigation	55
	 	 	 
	ARTICLE VII COVENANTS OF THE cOMPANY	55
	 	 	 
	7.1.	Conduct of Business	55
	 	 	 
	7.2.	Current Information	56
	 	 	 
	7.3.	Financial and Other Statements	56
	 	 	 
	7.4.	Disclosure Supplements	56
	 	 	 
	7.5.	Consents and Approvals of Third Parties	57
	 	 	 
	7.6.	Reasonable Best Efforts	57
	 	 	 
	7.7.	Failure to Fulfill Conditions	57
	 	 	 
	7.8.	Employee Benefits	57
	 	 	 
	7.9.	Directors and Officers Indemnification and Insurance	58
	 	 	 
	7.10.	Stock and Cash Reserve	59
	 	 	 
	7.11.	Adverse Actions	59
	 	 	 
	7.12.	Company/Farmers National Board of Directors	60
	 	 	 
	7.13.	Stock Listing	60
	 	 	 
	7.14.	Amendment of Articles of Incorporation	60
	 	 	 
	7.15.	Committee Charters	60
	 	 	 
	ARTICLE VIII REGULATORY AND OTHER MATTERS	61
	 	 	 
	8.1.	Shareholder Meetings	61




 




     iii


     


    

 


	8.2.	Proxy Statement-Prospectus	61
	 	 	 
	8.3.	Regulatory Approvals	62
	 	 	 
	8.4.	Dividends	62
	 	 	 
	ARTICLE IX CLOSING CONDITIONS	63
	 	 	 
	9.1.	Conditions to Each Party’s Obligations under this Agreement	63
	 	 	 
	9.2.	Conditions to the Obligations of the Company under this Agreement	64
	 	 	 
	9.3.	Conditions to the Obligations of CFB under this Agreement	64
	 	 	 
	ARTICLE X THE CLOSING	65
	 	 	 
	10.1.	Time and Place	65
	 	 	 
	10.2.	Deliveries at the Pre-Closing and the Closing	65
	 	 	 
	ARTICLE XI TERMINATION, AMENDMENT AND WAIVER	66
	 	 	 
	11.1.	Termination	66
	 	 	 
	11.2.	Effect of Termination	68
	 	 	 
	11.3.	Amendment, Extension and Waiver	69
	 	 	 
	ARTICLE XII MISCELLANEOUS	70
	 	 	 
	12.1.	Confidentiality	70
	 	 	 
	12.2.	Public Announcements	70
	 	 	 
	12.3.	Survival	70
	 	 	 
	12.4.	Notices	70
	 	 	 
	12.5.	Parties in Interest	71
	 	 	 
	12.6.	Complete Agreement	71
	 	 	 
	12.7.	Counterparts	72
	 	 	 
	12.8.	Severability	72
	 	 	 
	12.9.	Governing Law	72
	 	 	 
	12.10.	Interpretation	72
	 	 	 
	12.11.	Specific Performance; Jurisdiction	73







 




     iv


     


    

 


AGREEMENT
AND PLAN OF MERGER


 


This
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 24, 2018, by and between Emclaire Financial
Corp, a Pennsylvania corporation (“the “Company”), and Community First Bancorp, Inc, a Pennsylvania corporation
(“CFB”).


 


WHEREAS,
the Board of Directors of each of the Company and CFB (a) has determined that this Agreement and the business combination
and related transactions contemplated hereby are in the best interests of their respective institutions, (b) has determined
that this Agreement and the transactions contemplated hereby are consistent with and in furtherance of their respective business
strategies, and (c) has adopted a resolution approving this Agreement and declaring its advisability;


 


WHEREAS,
in accordance with the terms of this Agreement, CFB will merge with and into the Company (the “Merger”), and
immediately thereafter, Community First Bank, the bank subsidiary of CFB, will merge with and into The Farmers National Bank of
Emlenton, a wholly owned subsidiary of the Company (“Farmers National”) (the “Bank Merger”),
pursuant to the terms hereof and the Agreement of Merger substantially in the form attached hereto as Exhibit A (which shall
be executed by each of Farmers National and Community First Bank subsequent to the execution of this Agreement);


 


WHEREAS,
as a condition to the willingness of the Company to enter into this Agreement, each of the directors and executive officers of
CFB has entered into a Voting Agreement, substantially in the form of Exhibit B hereto, dated as of the date hereof,
with the Company (the “CFB Voting Agreements”), pursuant to which each such director and executive officer has
agreed, among other things, to vote all shares of common stock of CFB owned by such person in favor of the approval of this Agreement
and the transactions contemplated hereby, upon the terms and subject to the conditions set forth in the CFB Voting Agreements;


 


WHEREAS,
the parties intend the Merger to 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 be and is hereby adopted as a “plan of
reorganization” within the meaning of Sections 354 and 361 of the Code; and


 


WHEREAS,
the parties desire to make certain representations, warranties and agreements in connection with the business transactions described
in this Agreement and to prescribe certain conditions thereto.


 


NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and of other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the
parties hereto agree as follows:


 


ARTICLE
I

CERTAIN DEFINITIONS


 


		1.1.	Certain Definitions.



 


As
used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles
and Sections refer to Articles and Sections of this Agreement).


 


“ACA”
shall have the meaning set forth in Section 4.12.2.


 




    	 	1	 



     


    

 


“Acquisition
Proposal” shall have the meaning set forth in Section 6.10.1.


 


“Acquisition
Transaction” shall have the meaning set forth in Section 6.10.1.


 


“Adjusted
Company Ratio” shall have the meaning set forth in Section 11.1.9.


 


“Adjusted
Per Share Stock Consideration” shall have the meaning set forth in Section 11.1.9.


 


“Affidavit
of Loss” shall have the meaning set forth in Section 3.2.7.


 


“Affiliate”
shall mean any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director
of such Person and any Affiliate of such executive officer or director.


 


“Agreement”
shall mean this agreement, together with any amendment hereto.


 


“Applications”
shall mean the applications and/or notices for regulatory approval and/or non-objection that are required by the transactions contemplated
hereby.


 


“Average
Closing Price” shall have the meaning set forth in Section 11.1.9.


 


“Bank
Merger” shall have the meaning set forth in the recitals of this Agreement.


 


“Bank
Merger Agreement” shall mean the Agreement of Merger substantially in the form of Exhibit A hereto.


 


“Bank
Regulator” shall mean any federal or state banking regulator, including but not limited to the OCC, the FRB, the FDIC
and the Pennsylvania Department, which regulates the Company, CFB, or any of their respective subsidiaries, as the case may be.


 


“Banking
Code” shall mean the Pennsylvania Banking Code of 1965, as amended.


 


“BHCA”
shall have the meaning set forth in Section 4.1.1.


 


“Business
Day” shall mean any day other than (a) a Saturday or Sunday, or (b) a day on which banking and savings associations
in the Commonwealth of Pennsylvania are authorized or obligated by law or executive order to be closed.


 


“Certificates”
shall mean certificates evidencing shares of CFB Common Stock.


 


“CFB”
shall mean Community First Bancorp, Inc., a Pennsylvania corporation, with its principal executive office located at 444 Main Street,
Reynoldsville, Pennsylvania 15851.


 


“CFB
401(k) Plan” shall have the meaning set forth in Section 6.12.1.


 


“CFB
Audit Committee” shall have the meaning set forth in Section 4.5.4.


 


“CFB
Common Stock” shall mean the common stock, $0.50 par value per share, of CFB.


 




    	 	2	 



     


    

 


“CFB
Compensation and Benefit Plans” shall mean all existing bonus, incentive, pension, retirement, supplemental retirement,
split dollar, deferred compensation, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted
stock, stock option, stock appreciation, phantom stock, severance, welfare benefit plans (including paid time off policies and
other benefit policies and procedures), fringe benefit plans, employment, consulting, settlement and employment and change in control
agreements and all other benefit practices, policies and arrangements maintained by CFB or any CFB Subsidiary in which any employee
or former employee, consultant or former consultant or director or former director of CFB or any CFB Subsidiary participates or
to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits.


 


“CFB
Disclosure Schedule” shall mean a written disclosure schedule delivered by CFB to the Company specifically referring
to the appropriate section of this Agreement.


 


“CFB
ERISA Affiliate” shall have the meaning set forth in Section 4.12.3.


 


“CFB
Financial Statements” shall mean (a) the audited consolidated balance sheet of CFB and its Subsidiaries as of December 31,
2017 and 2016 and the consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows
(including related notes and schedules, if any) of CFB and the CFB Subsidiaries for each of the years ended December 31, 2017
and 2016, and (b) the unaudited interim consolidated financial statements of CFB and Subsidiaries as of the end of each calendar
quarter following December 31, 2017 and for the periods then ended.


 


“CFB
MAE Rep” shall mean each of the representations and warranties set forth in the following sections and subsections: 4.1.1
(other than the first sentence thereof), 4.2.3, 4.2.4, 4.3.2 (beginning at clause (c)(ii) thereof), 4.4, 4.6, 4.8, 4.9, 4.10, 4.11.1
(other than the first sentence thereof), 4.11.2, 4.12, 4.13, 4.14, 4.15, 4.17, 4.19, 4.20, 4.21, 4.23 and 4.25.


 


“CFB
Recommendation” shall have the meaning set forth in Section 8.1.


 


“CFB
Regulatory Agreement” shall have the meaning set forth in Section 4.11.3.


 


“CFB
Regulatory Reports” shall mean all reports and accompanying schedules of CFB and Community First Bank filed by CFB or
Community First Bank with any Bank Regulator from December 31, 2015 through the Closing Date.


 


“CFB
SERP” shall mean each of the supplemental executive retirement plan agreements between Community First Bank and its executive
officers, as listed in CFB Disclosure Schedule 4.12.1.


 


“CFB
Shareholders Meeting” shall have the meaning set forth in Section 8.1.


 


“CFB
Subsequent Determination” shall have the meaning set forth in Section 6.10.5.


 


“CFB
Subsidiary” shall mean a Subsidiary of CFB.


 


“CFB
Voting Agreements” shall have the meaning set forth in the recitals to this Agreement;


 


“Claim”
shall have the meaning set forth in Section 7.9.1.


 


“Closing”
shall have the meaning set forth in Section 2.2.


 


“Closing
Date” shall have the meaning set forth in Section 2.2.


 


“COBRA”
shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 




    	 	3	 



     


    

 


“Code”
shall have the meaning assigned in the recitals of this Agreement.


 


“Commonwealth
Advisors” shall have the meaning set forth in Section 4.13.


 


“Community
First Bank” shall mean Community First Bank, a Pennsylvania chartered commercial bank which is a Subsidiary of CFB.


 


“Community
First Preferred Stock” shall have the meaning set forth in Section 2.9.


 


“Community
First Recommendation” shall have the meaning set forth in Section 8.1.


 


“Community
First Shareholders Meeting” shall have the meaning set forth in Section 8.1.


 


“Company”
shall mean Emclaire Financial Corp, a Pennsylvania corporation, with its principal executive office located at 612 Main Street,
Emlenton, Pennsylvania 16373.


 


“Company
Audit Committee” shall have the meaning set forth in Section 5.5.3.


 


“Company
Common Stock” shall mean the common stock, par value $1.25 per share, of the Company.


 


“Company
Compensation and Benefit Plans” shall mean all existing bonus, incentive, pension, retirement, supplemental retirement,
split dollar, deferred compensation, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted
stock, stock option, stock appreciation, phantom stock, severance, welfare benefit plans (including paid time off policies and
other benefit policies and procedures), fringe benefit plans, employment, consulting, settlement and employment and change in control
agreements and all other benefit practices, policies and arrangements maintained by the Company or any Company Subsidiary in which
any employee or former employee, consultant or former consultant or director or former director of the Company or any Company Subsidiary
participates or to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits.


 


“Company
Disclosure Schedule” shall mean a written disclosure schedule delivered by the Company to CFB specifically referring
to the appropriate section of this Agreement.


 


“Company
ERISA Affiliate” shall have the meaning set forth in Section 5.11.3.


 


“Company
Financial Statements” shall mean the (a) the audited consolidated balance sheets of the Company and its Subsidiaries
as of December 31, 2017 and 2016 and the consolidated statements of net income, comprehensive income, changes in stockholders’
equity and cash flows (including related notes and schedules, if any) of the Company and the Company Subsidiaries for each of the
years ended December 31, 2017 and 2016, as set forth in the Company’s Annual Report for the year ended December 31,
2017, and (b) the unaudited interim consolidated financial statements of the Company and its Subsidiaries as of the end of
each calendar quarter following December 31, 2017, and for the periods then ended, as filed by the Company in the Company’s
Securities Documents.


 


“Company
MAE Rep” shall mean each of the representations and warranties set forth in the following sections and subsections: 
5.1.1 (other than the first sentence thereof), 5.1.2 (other than the first sentence thereof), 5.3.2 (beginning at clause (c)(ii)
thereof), 5.4, 5.6, 5.8, 5.9, 5.10.1 (other than the first sentence thereof), 5.11, 5.12, 5.13, 5.14, 5.17, 5.18, 5.20, 5.21 and
5.22.


 


“Company
Preferred Stock” shall have the meaning set forth in Section 2.9.


 




    	 	4	 



     


    

 


“Company
Ratio” shall have the meaning set forth in Section 11.1.9.


 


“Company
Regulatory Agreement” shall have the meaning set forth in Section 5.10.3.


 


“Company
Securities Documents” shall mean all reports, prospectuses, proxy or information statements, registration statements
and all other documents filed, or required to be filed, by the Company with the SEC pursuant to the Securities Laws.


 


“Company
Stock Benefit Plans” shall mean the Company (i) 2014 Stock Incentive Plan and (ii) 2007 Stock Incentive Plan and Trust.


 


“Company
Subsidiary” shall mean a Subsidiary of the Company.


 


“Continuing
Employees” shall have the meaning set forth in Section 7.8.1.


 


“Determination
Date” shall have the meaning set forth in Section 11.1.9.


 


“Dissenting
Shareholder” shall have the meaning set forth in Section 3.2.9.


 


“Dissenting
Shares” shall have the meaning set forth in Section 3.2.9.


 


“Effective
Time” shall mean the date and time specified pursuant to Section 2.2 hereof as the effective time of the Merger.


 


“Environmental
Laws” shall mean any applicable federal, state or local law, statute, ordinance, rule, regulation, code, license, permit,
authorization, approval, consent, order, judgment, decree, injunction or agreement with any governmental entity relating to (1) the
protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater,
drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (2) the
use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal
of Materials of Environmental Concern. The term Environmental Laws includes without limitation (a) the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq.; the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. § 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; the Toxic Substances Control Act, as amended, 15
U.S.C. § 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001, et seq.;
the Safe Drinking Water Act, 42 U.S.C. § 300f, et seq.; and all comparable state and local laws, and (b) any common
law (including without limitation common law that may impose strict liability) that may impose liability or obligations for injuries
or damages due to the presence of or exposure to any Materials of Environmental Concern.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


“ETL”
means the Pennsylvania Entity Transactions Law.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Exchange
Agent” shall mean American Stock Transfer & Trust Company, LLC, or such other bank or trust company or other agent
designated by the Company and reasonably acceptable to CFB.


 


“Exchange
Fund” shall have the meaning set forth in Section 3.2.1.


 




    	 	5	 



     


    

 


“Exchange
Ratio” shall have the meaning set forth in Section 3.1.3.


 


“Farmers
National” shall mean The Farmers National Bank of Emlenton, a national bank and wholly owned subsidiary of the Company.


 


“FDIA”
shall mean the Federal Deposit Insurance Act, as amended.


 


“FDIC”
shall mean the Federal Deposit Insurance Corporation or any successor thereto.


 


“FHLB”
shall mean the Federal Home Loan Bank of Pittsburgh.


 


“Fractional
Share Payment” shall have the meaning set forth in Section 3.1.6.


 


“FRB”
shall mean the Board of Governors of the Federal Reserve System.


 


“GAAP”
shall mean accounting principles generally accepted in the United States of America, consistently applied with prior practice.


 


“Governmental
Entity” shall mean any federal or state court, administrative agency or commission or other governmental authority or
instrumentality.


 


“HIPAA”
shall have the meaning set forth in Section 4.12.2.


 


“Indemnified
Parties” shall have the meaning set forth in Section 7.9.1.


 


“Index
Price” shall have the meaning set forth in Section 11.1.9.


 


“Index
Ratio” shall have the meaning set forth in Section 11.1.9.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“Knowledge”
as used with respect to a Person (including references to such Person being aware of a particular matter), shall mean those facts
that are known or should have been known after due inquiry by the executive officers (as defined in Rule 3b-7 under the Exchange
Act) of such Person, and includes any facts, matters or circumstances set forth in any written notice from any Bank Regulator or
any other written notice received by that Person.


 


“Material
Adverse Effect” shall mean, with respect to the Company or CFB, respectively, any effect that (a) is material and
adverse to the financial condition, results of operations or business of the Company and the Company Subsidiaries taken as a whole,
or CFB and the CFB Subsidiaries taken as a whole, respectively, or (b) materially impairs the ability of either the Company, on
the one hand, or CFB, on the other hand, to perform its obligations under this Agreement on a timely basis or otherwise materially
threaten or materially impede the consummation of the transactions contemplated by this Agreement; provided, however, that
“Material Adverse Effect” shall not be deemed to include the impact of (i) changes in laws and regulations affecting
banks or their holding companies generally, or interpretations thereof by courts or Governmental Entities, (ii) changes in
GAAP or regulatory accounting principles generally applicable to financial institutions and their holding companies, (iii) actions
and omissions of a party hereto (or any of its Subsidiaries) taken with the prior written consent of the other party, (iv) the
announcement of this Agreement and the transactions contemplated hereby, and compliance with this Agreement on the business, financial
condition or results of operations of the parties and their respective subsidiaries, including the expenses incurred by the parties
hereto in consummating the transactions contemplated by this Agreement, (v) changes in national or international political
or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of
a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States, or any of
its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the
United States, (vi) economic, financial market, or geographic conditions in general, including changes in economic or financial
markets or changes in interest rates; (vii) any legal action asserted or other actions initiated by any holder of shares of CFB
Common Stock or the holder of any shares of Company Common Stock arising out of or related to this Agreement; or (viii) any failure,
in and of itself, by such party to meet any internal projections, forecasts or revenue or earnings projections (it being understood
that the facts giving rise or contributing to such failure may be deemed to constitute, or be taken into account in determining
whether there has been or would reasonably be expected to be, a Material Adverse Effect); except, with respect to clauses (i),
(ii), (v) and (vi), to the extent that the effects of such changes or conditions disproportionately affect CFB and its Subsidiaries
taken as a whole or the Company and its Subsidiaries taken as a whole, as the case may be, as compared to similarly situated community
banks and their holding companies located in the United States.


 




    	 	6	 



     


    

 


“Material
Contracts” shall have the meaning set forth in Section 4.8.3.


 


“Materials
of Environmental Concern” shall mean pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products,
and any other hazardous or toxic materials regulated under Environmental Laws.


 


“Maximum
Amount” shall have the meaning set forth in Section 7.9.3.


 


“Merger”
shall have the meaning set forth in the recitals of this Agreement.


 


“Merger
Consideration” shall mean the Per Share Stock Consideration together with the Per Share Cash Consideration to be paid
pursuant to the provisions of Article III hereof, subject to adjustment as provided herein.


 


“Merger
Registration Statement” shall mean the registration statement, together with all amendments, filed with the SEC under
the Securities Act for the purpose of registering shares of (i) the Company Common Stock to be offered to holders of CFB Common
Stock as the Per Share Stock Consideration in connection with the Merger and (ii) the Company Preferred Stock to be offered to
holders of Community First Preferred Stock in the Bank Merger.


 


“Nasdaq”
shall mean the NASDAQ Global Market of the NASDAQ Stock Market.


 


“NBA”
shall mean the National Bank Act.


 


“Notice
of Superior Proposal” shall have the meaning set forth in Section 6.10.5.


 


“OCC”
shall mean the Office of the Comptroller of the Currency.


 


“Participation
Facility” shall have the meaning set forth in Section 4.14.1.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Pennsylvania
Department” shall mean the Pennsylvania Department of Banking and Securities.


 




    	 	7	 



     


    

 


“Pension
Plan” shall have the meaning set forth in Section 4.12.2.


 


“Per
Share Stock Consideration” shall have the meaning set forth in Section 3.1.3.


 


“Per
Share Cash Consideration” shall have the meaning set forth in Section 3.1.3.


 


“Per
Share Merger Consideration” shall mean, collectively, the Per Share Cash Consideration together with the Per Share Stock
Consideration.


 


“Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust or “group”
(as that term is defined under the Exchange Act).


 


“Plan
Termination Date” shall have the meaning set forth in Section 6.12.1.


 


“Policies,
Practices and Procedures” shall have the meaning set forth in Section 4.23.2.


 


“Pre-Closing”
shall have the meaning set forth in Section 10.1.


 


“Proxy
Statement-Prospectus” shall have the meaning set forth in Section 8.2.1.


 


“Raymond
James” shall have the meaning set forth in Section 5.14.


 


“Regulatory
Approvals” shall mean the approval of any Bank Regulator that is necessary in connection with the consummation of the
Merger and the Bank Merger, and the related transactions contemplated by this Agreement and the Bank Merger Agreement.


 


“REO”
shall mean real estate acquired through foreclosure or in lieu of foreclosure, including in-substance foreclosures.


 


“Rights”
shall mean warrants, options, rights, convertible securities, stock appreciation rights and other arrangements or commitments (including
rights to earned dividends or dividend equivalents thereon) which obligate an entity to issue or dispose of any of its capital
stock or other ownership interests or which provide for compensation based on the equity appreciation of its capital stock.


 


“SEC”
shall mean the United States Securities and Exchange Commission or any successor thereto.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Securities
Laws” shall mean the Securities Act; the Exchange Act; the Investment Company Act of 1940, as amended; the Investment
Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated
thereunder.


 


“Starting
Date” shall have the meaning set forth in Section 11.1.9.


 


“Starting
Price” shall have the meaning set forth in Section 11.1.9.


 


“Subsidiary”
shall mean a corporation, limited liability company, partnership, trust, joint venture or other entity in which a Person owns,
directly or indirectly, an equity interest representing 50% or more of any class of the capital stock thereof or other equity interests
therein.


 


“Superior
Proposal” shall have the meaning set forth in Section 6.10.2.


 




    	 	8	 



     


    

 


“Surviving
Corporation” shall have the meaning set forth in Section 2.1 hereof.


 


“Tax”
shall mean any tax, including any fees, levies, duties, tariffs, imposts, and governmental impositions or charges of any kind in
the nature of (or similar to) taxes, payable to any federal, state, provincial, local or foreign Taxing Authority, including: (a) income,
franchise, profits, gross receipts, ad valorem, net worth, value added, sales, use, service, real, personal or intangible property,
special assessments, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment
compensation, estimated, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, recording, transfer
and gains taxes; (b) interest, penalties, additional taxes and additions to tax imposed; and (c) any obligations under
any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor
entity.


 


“Tax
Return” shall mean any return, declaration, report, claim for refund, estimates, elections, agreements, statements, declarations
of estimated tax, information returns or other documents of any nature or kind, relating to, or required to be filed in connection
with, any Taxes, including any schedule or attachment thereto and amendments thereof, and including any information returns or
reports with respect to backup withholding and other payments to third parties.


 


“Taxing
Authority” shall mean any Governmental Entity responsible for the imposition or collection of any Taxes, whether domestic
or foreign.


 


“Termination
Date” shall mean February 28, 2019.


 


“Termination
Fee” shall have the meaning set forth in Section 11.2.2.


 


“Treasury
Stock” shall have the meaning set forth in Section 3.1.2.


 


“Troubled
Debt Restructurings” shall mean loans that are “troubled debt restructurings” as defined in Statement of
Financial Accounting Standards No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructuring” (ASC
310-40), or any successor thereto.


 


Other
terms used herein are defined in the recitals and elsewhere in this Agreement.


 


ARTICLE
II

THE MERGER


 


		2.1.	Merger.



 


Subject
to the terms and conditions of this Agreement, at the Effective Time: (a) CFB shall merge with and into the Company under
the laws of the Commonwealth of Pennsylvania, with the Company as the resulting or surviving corporation (the “Surviving
Corporation”); and (b) the separate existence of CFB shall cease and all of the rights, privileges, powers, franchises,
properties, assets, liabilities and obligations of CFB shall be vested in and assumed by the Company. As part of the Merger, each
share of CFB Common Stock (other than Dissenting Shares and shares canceled pursuant to Section 3.1.2) will be converted into the
right to receive the Per Share Merger Consideration pursuant to the terms of Article III hereof.


 




    	 	9	 



     


    

 


		2.2.	Effective Time.



 


The
closing (“Closing”) shall occur no later than the close of business on the twentieth calendar day following
the satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in Article IX (other than
those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted
by applicable law) waiver of those conditions), or such other date that may be agreed to by the parties.


 


The
Merger shall be effected by the filing of a Statement of Merger with the Department of State of the Commonwealth of Pennsylvania
on the day of the Closing (the “Closing Date”), in accordance with the ETL. The “Effective Time”
shall mean the date and time upon which the Statement of Merger is filed with the Department of State of the Commonwealth of Pennsylvania,
or as otherwise stated in the Statement of Merger, in accordance with the ETL.


 


		2.3.	Articles of Incorporation and Bylaws.



 


The
articles of incorporation and bylaws of the Company in effect immediately prior to the Effective Time shall be the articles of
incorporation and bylaws of the Surviving Corporation, until altered, amended or repealed in accordance with their terms and applicable
law.


 


		2.4.	Directors and Officers of the Surviving Corporation.



 


As
of the Effective Time, the total number of persons serving on the Board of Directors of the Company shall be increased to twelve
(12). As of the Effective Time, the Board of Directors of the Surviving Corporation shall consist of the ten (10) members of the
Board of Directors of the Company immediately prior to the Effective Time plus two (2) members who shall be added pursuant to Section
7.12, below. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation,
in each case until their respective successors are duly elected or appointed and qualified.


 


		2.5.	Effects of the Merger.



 


At
and after the Effective Time, the Merger shall have the effects as set forth in this Agreement and the ETL.


 


		2.6.	Tax Consequences.



 


It
is intended that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that
this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the
Code. From and after the date of this Agreement and until the Closing, each party hereto shall use its reasonable best efforts
to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or
cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization
under Section 368(a) of the Code. The Company and CFB each hereby agrees to deliver certificates substantially in compliance
with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable counsel to deliver
the legal opinions contemplated by Section 9.1.5, which certificates shall be effective as of the date of such opinion.


 




    	 	10	 



     


    

 


		2.7.	Possible Alternative Structures.



 


Notwithstanding
anything to the contrary contained in this Agreement, prior to the Effective Time the Company shall be entitled to revise the structure
of the Merger by merging CFB with a newly created wholly-owned Subsidiary of the Company; provided that (a) any such
Subsidiary shall become a party to, and shall agree to be bound by, the terms of this Agreement; (b) there are no adverse
federal or state income tax or other adverse tax consequences to CFB shareholders and CFB as a result of the modification; (c) the
consideration to be paid to the holders of CFB Common Stock under this Agreement is not thereby changed; and (d)
such modification will not materially delay or jeopardize the receipt of Regulatory Approvals or other consents and approvals
relating to the consummation of the Merger, otherwise materially delay or jeopardize the satisfaction of any condition to Closing
set forth in Article IX or otherwise adversely affect CFB or the holders of CFB Common Stock. The parties hereto agree to
appropriately amend this Agreement and any related documents in order to reflect any such revised structure, subject to the above
requirements.


 


		2.8.	Absence of Control.



 


Subject
to any specific provisions of this Agreement, it is the intent of the parties hereto that neither the Company nor Farmers National
by reason of this Agreement shall be deemed (until consummation of the transactions contemplated hereby) to control, directly or
indirectly, CFB or Community First Bank or to exercise, directly or indirectly, a controlling influence over the management or
policies of either CFB or Community First Bank.


 


		2.9.	Bank Merger.



 


The
Company and CFB shall use their reasonable best efforts to cause the Bank Merger to occur as soon as practicable after the Effective
Time. In addition, following the execution and delivery of this Agreement, the Company will cause Farmers National, and CFB will
cause Community First Bank, to execute and deliver the Bank Merger Agreement. Pursuant to the terms of the Bank Merger Agreement
and in accordance with the provisions of applicable law, upon consummation of the Bank Merger (i) the issued and outstanding shares
of common stock, par value $100.00 per share, of Community First Bank shall be cancelled and (ii) the issued and outstanding shares
of Community First Bank’s Series A Non-Cumulative Perpetual Preferred Stock and Series B Non-Cumulative Perpetual Preferred
Stock (collectively, the “Community First Preferred Stock”) shall be exchanged for shares of Company Series
C Non-Cumulative Perpetual Preferred Stock and Company Series D Non-Cumulative Perpetual Preferred Stock, respectively (collectively,
the “Company Preferred Stock”) (the powers, preferences, rights, qualifications, limitations and restrictions
of each of the two series of Company Preferred Stock shall be as set forth in the Statements in the form set forth in Company Disclosure
schedule 2.9).


 


ARTICLE
III

CONVERSION OF SHARES


 


		3.1.	Conversion of CFB Common Stock; Merger Consideration.



 


At
the Effective Time, by virtue of the Merger and without any action on the part of the Company, CFB or the holders of any of the
shares of CFB Common Stock, the Merger shall be effected in accordance with the following terms:


 


3.1.1.       The
Company Shares. Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall
remain issued and outstanding following the Effective Time and shall be unchanged by the Merger.


 




    	 	11	 



     


    

 


3.1.2.       Canceled
CFB Shares. Any shares of CFB Common Stock held in the treasury of CFB (“Treasury Stock”) and any share
of CFB Common Stock owned by the Company immediately prior to the Effective Time (other than shares held in trust, managed, custodial,
fiduciary or nominee accounts and the like and that are beneficially owned by third parties and other than shares acquired for
debts previously contracted) shall, at the Effective Time, cease to exist, and the certificates for such shares shall be canceled
as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor.


 


3.1.3.       Except
for Dissenting Shares and shares canceled pursuant to Section 3.1.2, each outstanding share of CFB Common Stock shall be converted
into the right to receive (i) 1.2008 (the “Exchange Ratio”) shares of Company Common Stock, subject to adjustment
as provided in Section 3.1.5 and Section 11.1.9 (the “Per Share Stock Consideration”), and (ii) a cash payment,
without interest, equal to $6.95 (the “Per Share Cash Consideration”).


 


3.1.4.       Rights
of CFB Shares Post-Effective Time. After the Effective Time, shares of CFB Common Stock shall be no longer outstanding and
shall automatically be canceled and shall cease to exist and shall thereafter by operation of this section represent only the right
to receive the Merger Consideration, other than Dissenting Shares, and any dividends or distributions with respect thereto or any
dividends or distributions with a record date prior to the Effective Time that were declared or made by CFB on such shares of CFB
Common Stock in accordance with the terms of this Agreement on or prior to the Effective Time and which remain unpaid at the Effective
Time. Dissenting Shares shall have such rights as provided therefor under applicable law.


 


3.1.5.       Stock
Splits, Etc. In the event the Company changes (or establishes a record date for changing) the number of, or provides for the
exchange of, shares of Company Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock
dividend, recapitalization, reclassification, or similar transaction with respect to the outstanding Company Common Stock and the
record date therefor shall be prior to the Effective Time, the Exchange Ratio shall be proportionately and appropriately adjusted;
provided that no such adjustment shall be made with regard to Company Common Stock if the Company issues additional shares
of Company Common Stock and receives fair market value consideration for such shares.


 


3.1.6.       No
Fractional Shares. Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional
shares of Company Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with
respect to Company 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 shareholder of the Company. In lieu of the issuance of
any such fractional share, the Company shall pay to each former shareholder of CFB who otherwise would be entitled to receive such
fractional share, an amount in cash (rounded to the nearest cent), determined by multiplying (a) the fraction of a share (after
taking into account all shares of CFB Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth
when expressed in decimal form) of Company Common Stock to which such holder would otherwise have been entitled to receive pursuant
to Section 3.1, and (b) the average of the daily closing sales prices of a share of Company Common Stock as reported
on the Nasdaq for the ten consecutive trading days immediately preceding the fifth day prior to the Closing Date (the “Fractional
Share Payment”). For purposes of determining any fractional share interest, all shares of CFB Common Stock owned by a
CFB shareholder shall be combined so as to calculate the maximum number of whole shares of Company Common Stock issuable to such
CFB shareholder.


 




    	 	12	 



     


    

 


		3.2.	Procedures for Exchange of CFB Common Stock.



 


3.2.1.       Deposit
of Merger Consideration. At least two Business Days prior to the Effective Time, the Company shall deposit, or shall cause
to be deposited, with the Exchange Agent (a) certificates representing the number of shares of Company Common Stock sufficient
to deliver the aggregate Per Share Stock Consideration and (b) immediately available funds equal to the aggregate Per Share Cash
Consideration plus the aggregate Fractional Share Payment (collectively, the “Exchange Fund”), and the Company
shall instruct the Exchange Agent to timely pay the aggregate Merger Consideration (including cash in lieu of fractional shares)
in accordance with this Agreement.


 


3.2.2.       Exchange
of Certificates. The Company shall cause the Exchange Agent, as soon as practicable but in no event more than five (5) Business
Days after the Effective Time, to mail to each holder of a Certificate or Certificates who has not previously surrendered such
Certificate or Certificates, a letter of transmittal for return to the Exchange Agent and instructions for use in effecting the
surrender of the Certificates for the Merger Consideration (including cash in lieu of fractional shares), if any, into which the
CFB Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal
shall be subject to the approval of CFB (which shall not be unreasonably withheld, conditioned or delayed) and specify that
delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or
an Affidavit of Loss to the Exchange Agent. Upon proper surrender of a Certificate for exchange and cancellation or an Affidavit
of Loss to the Exchange Agent, together with a properly completed letter of transmittal, duly executed, the holder of such Certificate
shall be entitled to receive in exchange therefor, the Merger Consideration into which such holder of CFB Common Stock shall have
become entitled pursuant to the provisions of this Article III and the Certificate so surrendered shall forthwith be canceled.
No interest will be paid or accrued on the cash payable in lieu of fractional shares.


 


3.2.3.       Rights
of Certificate Holders after the Effective Time. The holder of a Certificate that prior to the Merger represented issued and
outstanding CFB Common Stock shall have no rights, after the Effective Time, with respect to such CFB Common Stock except to surrender
the Certificate in exchange for the Merger Consideration as provided in this Agreement or to exercise his or her rights as a Dissenting
Shareholder to the extent such rights are perfected. No dividends or other distributions with respect to Company Common Stock shall
be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Common Stock represented thereby,
in each case until the surrender of such Certificate in accordance with this Article III. Subject to the effect of applicable abandoned
property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article III, the record
holder thereof shall be entitled to receive, without interest, (a) the amount of dividends or other distributions with a record
date after the Effective Time theretofore payable with respect to the whole shares of Company Common Stock represented by such
Certificate and not paid and/or (b) at the appropriate payment date, the amount of dividends or other distributions payable
with respect to shares of Company Common Stock represented by such Certificate with a record date after the Effective Time (but
before such surrender date) and with a payment date subsequent to the issuance of the Company Common Stock issuable with respect
to such Certificate.


 


3.2.4.       Surrender
by Persons Other than Record Holders. In the event of a transfer of ownership of a Certificate representing CFB Common Stock
that is not registered in the stock transfer records of CFB, the proper amount of cash and/or shares of Company Common Stock shall
be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered
if the Certificate formerly representing such CFB Common Stock 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 establish to the satisfaction of the Company that
the Tax has been paid or is not applicable.


 




    	 	13	 



     


    

 


3.2.5.       Closing
of Transfer Books. From and after the Effective Time, there shall be no transfers on the stock transfer books of CFB of the
shares of CFB Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers
of CFB Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares
are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration (including
cash in lieu of fractional shares) to be issued or paid in consideration therefor in accordance with the procedures set forth in
this Section 3.2.


 


3.2.6.       Return
of Exchange Fund. Any portion of the Exchange Fund that remains unclaimed by the shareholders of CFB as of the nine month anniversary
of the Effective Time may, to the extent permitted by applicable law, be returned to the Company. In such event, any former shareholders
of CFB who have not theretofore complied with this Section 3.2 shall thereafter look only to the Company with respect to the
Merger Consideration (including cash in lieu of any fractional shares) and any unpaid dividends and distributions on Company Common
Stock deliverable in respect of each share of CFB Common Stock such shareholder holds as determined pursuant to this Agreement,
in each case, without any interest thereon. Notwithstanding the foregoing, none of the Company, CFB, the Exchange Agent or any
other person shall be liable to any former holder of shares of CFB Common Stock for any amount delivered in good faith to a public
official pursuant to applicable abandoned property, escheat or similar laws.


 


3.2.7.       Lost,
Stolen or Destroyed Certificates. In the event 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 (“Affidavit of Loss”)
and, if reasonably required by the Company or the Exchange Agent, the posting by such person of a bond in such amount as the Company
may determine is reasonably 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 Per Share Merger Consideration for
each share of CFB Common Stock represented by such Certificate deliverable in respect thereof pursuant to this Agreement.


 


3.2.8.       Withholding
Rights. The Company or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable
pursuant to this Agreement or the transactions contemplated hereby to any holder of CFB Common Stock such amounts as the Company
(or any Affiliate thereof) or the Exchange Agent are required to deduct and withhold with respect to the making of such payment
under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts
are properly withheld by the Company or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement
as having been paid to the holder of the CFB Common Stock in respect of whom such deduction and withholding were made by the Company
or the Exchange Agent.


 


3.2.9.       Dissenters’
Rights.


 


(A)       Each
outstanding share of CFB Common Stock, the holder of which has provided notice of his or her intent to dissent under and in accordance
with applicable law and has not effectively withdrawn, waived or lost such right as of the Effective Time (the “Dissenting
Shares”), shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder
thereof shall be entitled only to such rights as are granted by applicable law.  CFB shall give the Company prompt notice
upon receipt by CFB of any such demands for payment of the fair value of such shares of CFB Common Stock and of withdrawals of
such notice and any other related communications served pursuant to the applicable provisions of applicable law (any shareholder
duly making such demand being hereinafter called a “Dissenting Shareholder”), and the Company shall have the
right to participate in all discussions, negotiations and proceedings with respect to any such demands. CFB shall not, except with
the prior written consent of the Company, voluntarily make any payment with respect to, or settle or offer to settle, any such
demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by
such Dissenting Shareholder as may be necessary to perfect appraisal rights under applicable law.  Any payments made in respect
of Dissenting Shares shall be made by the Company.


 




    	 	14	 



     


    

 


(B)       If
any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn, waived or lost the right to dissent,
each share of CFB Common Stock of such holder shall be entitled to receive the Merger Consideration.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF CFB


 


Subject
to the disclosures set forth in the CFB Disclosure Schedules delivered by CFB to the Company prior to the execution of this Agreement
(which schedule sets forth, among other things, facts, circumstances and events the disclosure of which is necessary or appropriate
either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of the
representations and warranties contained in this Article IV, or to one or more of CFB’s covenants contained in Article VI
(and making specific reference to the Section of this Agreement to which they relate); 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 CFB Disclosure Schedules as an exception
to a CFB MAE Rep shall not be deemed an admission by CFB that such item represents a material exception or that such item is reasonably
likely to result in a Material Adverse Effect and (iii) disclosure in any paragraph of the CFB Disclosure Schedules shall apply
only to the indicated Section of this Agreement except to the extent that it is reasonably clear on the face of such disclosure
that it is relevant to another paragraph of the CFB Disclosure Schedules or another Section of this Agreement), CFB represents
and warrants to the Company as follows:


 


		4.1.	Organization.



 


4.1.1.       CFB
is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, and
is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”).
CFB has the requisite corporate power and authority to carry on its business as now conducted and is duly licensed or qualified
to do business in the states of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct
of its business requires such qualification, except where the failure to be so qualified or licensed and in good standing would
not, individually or in the aggregate, have a Material Adverse Effect on CFB.


 


4.1.2.       Community
First Bank is a Pennsylvania chartered commercial bank duly organized and validly existing and in good standing under the laws
of the Commonwealth of Pennsylvania. Community First Bank has the requisite corporate power and authority to carry on its business
as now conducted and is duly licensed or qualified to do business in the states of the United States where its ownership or leasing
of property or the conduct of its business requires such qualification, except where the failure to be so qualified or licensed
and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on CFB. The deposits of Community
First Bank are insured by the FDIC to the fullest extent permitted by law, and all premiums and assessments required to be paid
in connection therewith have been paid by Community First Bank when due. Community First Bank is a member in good standing of the
FHLB and owns the requisite amount of stock therein.


 




    	 	15	 



     


    

 


4.1.3.       CFB
Disclosure Schedule 4.1.3 sets forth each CFB Subsidiary. Each CFB Subsidiary is a corporation, limited liability company
or other entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.
Each CFB Subsidiary has the requisite corporate or other entity power and authority to carry on its business as now conducted.
Each CFB Subsidiary is duly licensed or qualified to do business in the states of the United States and foreign jurisdictions where
its ownership or leasing of property or the conduct of its business requires such qualification, except where the failure to be
so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect on CFB.


 


4.1.4.       The
respective minute books of CFB and each CFB Subsidiary accurately record all material corporate or other entity actions of their
respective shareholders and boards of directors, or their other entity equivalents (including committees), in each case in accordance
with the normal business practice of CFB and each CFB Subsidiary.


 


4.1.5.       Prior
to the date of this Agreement, CFB has made available to the Company true and correct copies of the articles of incorporation,
charter and bylaws, or their other entity equivalents, of CFB and the CFB Subsidiaries, each as in effect as of the date hereof.


 


		4.2.	Capitalization.



 


4.2.1.       The
authorized capital stock of CFB consists of 2,000,000 shares of common stock, $0.50 par value per share, of which as of the date
hereof, 367,132 shares are outstanding, validly issued, fully paid and nonassessable and free of preemptive rights. There are 7,851
shares of CFB Common Stock held by CFB as Treasury Stock. Neither CFB nor any CFB Subsidiary has or is bound by any Rights of any
character relating to the purchase, sale or issuance or voting of, or right to receive dividends or other distributions on any
shares of CFB Common Stock, or any other security of CFB or a CFB Subsidiary or any securities representing the right to vote,
purchase or otherwise receive any shares of CFB Common Stock or any other security of CFB or any CFB Subsidiary, or pursuant to
which CFB or any CFB Subsidiary is or could be required to register shares of CFB capital stock or other securities under the Securities
Act.


 


4.2.2.       Except
for the CFB Subsidiaries, CFB does not possess, directly or indirectly, any equity interest in any corporate entity, except for
equity interests held in the investment portfolios of CFB Subsidiaries, equity interests held by CFB Subsidiaries in a fiduciary
capacity, and equity interests held in connection with the lending activities of CFB Subsidiaries, including stock in the FHLB.
Except for an aggregate of 420,593 outstanding shares of Community First Preferred Stock, CFB, directly or indirectly, owns all
of the outstanding shares of capital stock of or all equity interests in each CFB Subsidiary free and clear of all liens, security
interests, pledges, charges, encumbrances, agreements and restrictions of any kind or nature.


 


4.2.3.       Except
as set forth on CFB Disclosure Schedule 4.2.3, to the Knowledge of CFB, no Person or “group” (as that term is
used in Section 13(d)(3) of the Exchange Act), is the beneficial owner (as defined in Section 13(d) of the Exchange Act)
of 5% or more of the outstanding shares of CFB Common Stock.


 




    	 	16	 



     


    

 


4.2.4.       CFB
Disclosure Schedule 4.2.4 sets forth CFB’s and all CFB Subsidiaries’ capital stock, equity interest or other direct
or indirect ownership interest in any Person other than a CFB Subsidiary, where such ownership interest is equal to or greater
than five percent (5%) of the total ownership interest of such Person.


 


		4.3.	Authority; No Violation.



 


4.3.1.       CFB
has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory Approvals
and the approval of this Agreement by CFB’s shareholders, to consummate the Merger. The execution and delivery of this Agreement
by CFB and the consummation by CFB of the transactions contemplated hereby, including the Merger, have been duly and validly approved
by the Board of Directors of CFB, and no other corporate proceedings on the part of CFB, except for the approval of the CFB shareholders,
is necessary to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered
by CFB, and subject to due and valid execution and delivery of this Agreement by the Company, constitutes the valid and binding
obligation of CFB, enforceable against CFB in accordance with its terms, subject to applicable bankruptcy, insolvency and similar
laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.


 


4.3.2.       Subject
to receipt of Regulatory Approvals and CFB’s and the Company’s compliance with any conditions contained therein, and
to the receipt of the requisite approval of the shareholders of CFB, (a) the execution and delivery of this Agreement by CFB,
(b) the consummation of the Merger, and (c) compliance by CFB with any of the terms or provisions hereof does not and
will not (i) conflict with or result in a breach of any provision of the articles of incorporation, certificate of formation,
limited liability company agreement, bylaws, or other similar organizational or governing document of CFB or any CFB Subsidiary;
(ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CFB
or any CFB Subsidiary or any of their respective properties or assets; (iii) violate, conflict with, result in a breach of
any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default),
under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration
or the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of CFB or any
CFB Subsidiary under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement, commitment or other instrument or obligation to which any of them is a party, or by which they or any of their
respective properties or assets may be bound or affected; or (iv) contravene, conflict with or result in a violation or breach
of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate
or modify, any governmental authorization that is held by CFB or any CFB Subsidiary.


 


4.3.3.       The
CFB Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable and
in the best interests of CFB and its shareholders, that it will recommend that CFB’s shareholders vote in favor of the Merger,
subject to Section 6.10.5 of this Agreement, on the terms and conditions set forth in this Agreement, and has directed that the
Merger, on the terms and conditions set forth in this Agreement, be submitted to CFB’s shareholders for consideration at
a duly held meeting of such shareholders and, except for the approval of this Agreement by the holders of at least 51% of the outstanding
shares of CFB Common Stock at the CFB Shareholders Meeting, no other proceedings on the part of CFB are necessary to approve this
Agreement or to consummate the transactions contemplated hereby.


 




    	 	17	 



     


    

 


		4.4.	Consents.



 


Except
for (a) filings with Bank Regulators, the receipt of the Regulatory Approvals, and compliance with any conditions contained
therein, (b) the filing with the SEC of the Merger Registration Statement, (c) 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 Company Common Stock pursuant to this Agreement, (d) the approval of this Agreement by the requisite vote of
the shareholders of CFB and (e) the approval of the Bank Merger Agreement by the requisite vote of the shareholders of Community
First Bank, no consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and
no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary, in connection with
(x) the execution and delivery of this Agreement by CFB, and (y) the completion of the Merger and the other transactions
contemplated by this Agreement, including but not limited to the Bank Merger. CFB has no Knowledge of any fact or circumstance
pertaining to CFB that would cause it to reasonably believe that any Regulatory Approvals or other required consents or approvals
will not be received.


 


		4.5.	Reports, Regulatory Matters, Financial Statements.



 


4.5.1.       The
CFB Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles
and practices throughout the periods covered by such statements. CFB has previously made available to the Company the CFB Regulatory
Reports.


 


4.5.2.       CFB
has previously made available to the Company the CFB Financial Statements. The CFB Financial Statements have been prepared in accordance
with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects, the consolidated
financial position, results of operations and cash flows of CFB and the CFB Subsidiaries on a consolidated basis as of and for
the respective periods ending on the dates thereof, in accordance with GAAP during the period involved, except as indicated in
the notes thereto, or in the case of unaudited statements for periods subsequent to December 31, 2017.


 


4.5.3.       At
the date of each balance sheet included in the CFB Financial Statements or the CFB Regulatory Reports, CFB did not have any material
liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type
required to be reflected in such CFB Financial Statements or CFB Regulatory Reports or in the footnotes thereto which are not fully
reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements,
to normal, recurring audit adjustments and the absence of footnotes. The CFB Financial Statements reflect only actual transactions
and all other books and records, including the CFB Financial Statements, of CFB and the CFB Subsidiaries have been, and are being,
maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions.


 


4.5.4.       The
records, systems, controls, data and information of CFB and the CFB 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 and direct control of CFB or the CFB Subsidiaries or accountants (including all means of access thereto and therefrom),
except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse
effect on the system of internal accounting controls described below in this Section 4.5.4. CFB (a) has implemented and
maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the
reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP,
and (b)  has disclosed, based on its most recent evaluation prior to the date hereof, to CFB’s outside auditors
and the audit committee of CFB’s Board of Directors (the “CFB Audit Committee”) and as set forth in CFB
Disclosure Schedule 4.5.4 (i) any significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect
CFB’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material,
that involves management or other employees who have a significant role in CFB’s internal control over financial reporting.
These disclosures (if any) were made in writing to CFB’s auditors and the CFB Audit Committee and a copy has previously been
made available to the Company.


 




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4.5.5.       Except
as otherwise set forth in CFB Disclosure Schedule 4.5.5, since December 31, 2016, (a) neither CFB nor any of the CFB
Subsidiaries nor any director or executive officer of CFB or any of the CFB Subsidiaries has received or otherwise had or obtained
Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices,
procedures, methodologies or methods of CFB or any of the CFB Subsidiaries or their respective internal accounting controls, including
any complaint, allegation, assertion or claim that CFB or any of the CFB Subsidiaries has engaged in illegal accounting or auditing
practices, and (b) no attorney representing CFB or any of the CFB Subsidiaries, whether or not employed by CFB or any of the
CFB Subsidiaries, has reported evidence of a breach of fiduciary duty or similar violation by CFB or any of its officers, directors,
employees or agents to the Board of Directors of CFB or any committee thereof or to any director or executive officer of CFB.


 


		4.6.	Taxes.



 


4.6.1.       CFB
and Community First Bank are members of the same affiliated group within the meaning of Code Section 1504(a). CFB and each CFB
Subsidiary has timely and duly filed all Tax Returns required to be filed by or with respect to CFB and every CFB Subsidiary, either
separately or as a member of a group of corporations, on or prior to the date hereof and will timely and duly file all Tax Returns
required to be filed by or with respect to CFB and every CFB Subsidiary, either separately or as a member of a group of corporations,
on or prior to the Closing Date, taking into account any extensions (all such Tax Returns being accurate and correct in all material
respects and prepared in substantial compliance with all applicable laws and regulations) and has duly paid or made provisions
that are adequate for the payment of all Taxes which have been incurred by or are due or claimed to be due from CFB and any CFB
Subsidiary by any Taxing Authority on or prior to the date hereof other than Taxes or other charges which (a) are not delinquent,
(b) are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided
in the CFB Financial Statements, or (c) have not yet been fully determined. Except as set forth in CFB Disclosure Schedule
4.6.1, neither CFB nor any CFB Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax
Return. Except as set forth in CFB Disclosure Schedule 4.6.1, as of the date of this Agreement, there is no audit examination,
deficiency assessment, Tax investigation, administrative or judicial proceedings or refund litigation with respect to any Taxes
of CFB or any CFB Subsidiary, and no written claim has been made by any Taxing Authority in a jurisdiction where CFB or any CFB
Subsidiary does not file Tax Returns that CFB or any CFB Subsidiary is subject to Tax in that jurisdiction. CFB and the CFB Subsidiaries
have not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently
in effect. CFB and each CFB Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with
amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and CFB and each CFB
Subsidiary has timely complied with all applicable information reporting requirements under Part III, Subchapter A of Chapter 61
of the Code and similar applicable state and local information reporting requirements. Except as disclosed on CFB Disclosure Schedule
4.6.1, since 2000, no Tax Return filed by CFB or any CFB Subsidiary has been audited by any Taxing Authority. To the Knowledge
of CFB, the applicable periods of assessment for Tax Returns filed by CFB or any CFB Subsidiary for taxable years through December
31, 2014 have expired.


 


4.6.2.       The
unpaid Taxes of CFB and the CFB Subsidiaries (a) do not exceed the reserve for Tax liability set forth on the balance sheet
of the CFB Financial Statements and (b) will not exceed the reserve as adjusted for the passage of time through the Closing
Date in accordance with the past customs and practice of CFB in filing its Tax Returns. Since December 31, 2017, neither CFB
nor any CFB Subsidiary has incurred any liability for Taxes arising from extraordinary gains or losses, as the term is used in
GAAP.


 




    	 	19	 



     


    

 


4.6.3.       None
of CFB, any CFB Subsidiary or any director or executive officer (or employee responsible for Tax matters) of CFB or any CFB Subsidiary
expects any Taxing Authority to assess any additional Taxes for any period for which Tax Returns have been filed. Neither CFB nor
any CFB Subsidiary has received from any federal, state, local, or non-U.S. taxing authority (including jurisdictions where CFB
or any CFB Subsidiary have not filed Tax Returns) any (a) notice indicating an intent to open an audit or other review, (b) request
for information related to Tax matters, or (c) notice of deficiency or proposed adjustment for any amount of Tax proposed,
asserted, or assessed by any taxing authority against CFB or any CFB Subsidiary. Except as set forth on CFB Disclosure Schedule
4.6.3, neither CFB nor any CFB Subsidiary is a party to or bound by any Tax allocation or sharing agreement. Neither CFB nor any
CFB Subsidiary has been a member of an affiliated group filing a consolidated federal income Tax Return and neither CFB nor any
CFB Subsidiary has any liability for the Taxes of any Person (other than CFB or any CFB Subsidiary) under Section 1.1502-6
of the income tax regulations promulgated under the Code (or any similar provision of state, local, or non-U.S. law), as a transferee
or successor, by contract, or otherwise. There has not been an ownership change, as defined in Section 382(g) of the Code,
of CFB or any CFB Subsidiary that occurred during or after any taxable period in which CFB or such CFB Subsidiary incurred an operating
loss that carries over to any taxable period ending after the fiscal year of CFB or any CFB Subsidiary immediately preceding the
date of this Agreement.


 


4.6.4.       Except
as set forth in CFB Disclosure Schedule 4.6.4, neither CFB nor any CFB Subsidiary has been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of
the Code. Neither CFB nor any CFB Subsidiary has distributed stock of another Person, or has had its stock distributed by another
Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361
of the Code. Neither CFB nor any CFB Subsidiary is or has been a party to any ‘‘reportable transaction,’’
as defined in Section 6707A(c)(1) of the Code and Section 1.6011-4(b) of the income tax regulations promulgated
under the Code. Neither CFB nor any CFB Subsidiary is a party to any joint venture, partnership, or other arrangement or contract
which could be treated as a partnership for federal income tax purposes. Neither CFB nor any CFB Subsidiary owns an interest in
any (a) single member limited liability company or other entity that is treated as a disregarded entity, (b) controlled
foreign corporation (as defined in Section 957 of the Code), (c) passive foreign investment company (as defined in Section
1297 of the Code) or (d) other entity the income of which is or could be required to be included in the income of the
CFB or any CFB Subsidiary. Neither CFB nor any CFB Subsidiary is or ever has been a “personal holding Company” as defined
in Section 542 of the Code.


 


4.6.5.       Neither
CFB nor any CFB Subsidiary has disposed of property in a transaction presently being accounted for under the installment method
under Section 453 of the Code. None of the assets of CFB or any CFB Subsidiary is property which CFB or any CFB Subsidiary
is required to treat as being owned by any other Person pursuant to the so-called “safe harbor lease” provisions of
former Section 168(f)(8) of the Code. None of the assets of CFB or any CFB Subsidiary directly or indirectly secures any debt
the interest on which is tax exempt under Section 103(a) of the Code. Neither CFB nor any CFB Subsidiary presently hold
assets for which an election under Section 108(b)(5) of the Code was made. None of the assets of CFB or any CFB Subsidiary
is “tax-exempt use property” within the meaning of Section 168(h) of the Code. No excess loss account exists with
respect to any CFB Subsidiary. CFB and each CFB Subsidiary is not required to include in income any adjustment pursuant to Section 481(a) of
the Code by reason of a voluntary change in accounting and CFB has no Knowledge that the IRS has proposed such adjustment in accounting
method. Except as set forth in CFB Disclosure Schedule 4.6.5, the acquisition of the CFB Common Stock and the other transactions
contemplated by this Agreement will not be a factor causing any payments to be made by CFB and each CFB Subsidiary not to be deductible
(in whole or in part) pursuant to Sections 280G, 404 or 162(m) of the Code (or any corresponding provisions of state, local,
or non-U.S. Tax law). CFB Disclosure Schedule 4.6.5 sets forth the following information regarding those persons who have employment
agreements or who are participants in a CFB SERP: (i) the amounts payable pursuant to the employment agreement upon completion
of the Merger, (ii) the amount of any increase in benefits payable pursuant to a CFB SERP as a result of the completion of the
Merger, (iii) a good faith estimate of the amount of any other payment or benefit to such officer which is treated as contingent
on the Merger under Section 280G of the Code, and (iv) such person’s “base amount” as defined in Section 280G(b)(3)(A)
of the Code, in each case assuming such person’s employment is terminated as of the Effective Time. There are no rulings,
requests for rulings, or closing agreements with any Taxing Authority specifically requested or entered into by CFB or a CFB Subsidiary,
which could affect their respective Taxes for any period after the Closing. All transactions that could give rise to an understatement
of federal income Tax (within the meaning of Sections 6662 and 6662A of the Code) with respect to CFB and each CFB Subsidiary
were adequately disclosed on Tax Returns to the extent required under the Code. There are no liens for Taxes upon any property
or assets of CFB and each CFB Subsidiary except for liens for current Taxes, assessments, and other governmental charges not yet
due, or which may thereafter be paid without penalty.


 




    	 	20	 



     


    

 


4.6.6.       Each
of CFB and the CFB Subsidiaries operates at least one significant historic business line, or owns at least a significant portion
of its historic business assets, in each case within the meaning of Section 1.368-1(d) of the income tax regulations
promulgated under the Code.


 


4.6.7.       No
portion of the Merger Consideration (or any other amount payable pursuant to the transactions contemplated by this Agreement) is
payable on account of or attributable to accrued but unpaid dividends on any class of stock of CFB.


 


4.6.8.       Neither
CFB nor any CFB Subsidiary has engaged (or will engage) in any transaction wherein the financial statement effects of the tax position
related thereto are not recognized pursuant to Financial Accounting Standards Board Accounting Standards Codification 740 (FASB
ASC 740) because, based on the technical merits, it is not more likely than not that the position will be sustained upon examination.


 


		4.7.	No Material Adverse Effect.



 


CFB
has not suffered any Material Adverse Effect since December 31, 2017 and no event has occurred or circumstance arisen since
that date which, in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on CFB.


 


		4.8.	Material Contracts; Leases; Defaults.



 


4.8.1.       Except
as set forth in CFB Disclosure Schedule 4.8.1, neither CFB nor any CFB Subsidiary is a party to or subject to: (a) any
employment, consulting or severance contract, “change in control” or termination contract or arrangement with any past
or present officer, director, employee or independent contractor of CFB or any CFB Subsidiary, including those which would provide
such individual with employment or a contractual relationship for any specified period or with a payment upon the occurrence of
an event (such as termination or change in control) except for “at will” arrangements; (b) any agreement containing
provisions relating to non-competition, employee non-solicitation, customer or client non-solicitation or no-piracy, confidentiality
or any other such restrictive covenants applicable to CFB or any past or present CFB director or employee; (c) any plan, arrangement
or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar arrangements
for or with any past or present officers, directors, employees or independent contractors of CFB or any CFB Subsidiary; (d) any
collective bargaining agreement with any labor union relating to employees of CFB or any CFB Subsidiary; (e) any agreement
which by its terms limits the payment of dividends by CFB or any CFB Subsidiary; (f) any instrument evidencing or related
to indebtedness for borrowed money whether directly or indirectly, by way of purchase money obligation, conditional sale, lease
purchase, guaranty or otherwise, in respect of which CFB or any CFB Subsidiary is an obligor to any person, which instrument evidences
or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury
tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of
business consistent with past practice, or which contains financial covenants or other restrictions (other than those relating
to the payment of principal and interest when due) which would be applicable on or after the Closing Date to the Company or
any Company Subsidiary; (g) any other agreement, written or oral, that obligates CFB or any CFB Subsidiary for the payment
of more than $25,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty
or payment (other than agreements for commercially available “off-the-shelf” software), (h) any agreement (other
than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits the
conduct of business by CFB or any CFB Subsidiary; (i) any contract, plan or arrangement which provides for payments or benefits
in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, would
reasonably be likely to render any portion of any such payments or benefits subject to disallowance of deduction therefor as a
result of the application of Section 280G of the Code; (j) any agreement or arrangement that is limited by the provisions
of 12 C.F.R. Part 359; (k) any lease for real property; (l) any contract or arrangement with any broker-dealer or investment
adviser; (m) any investment advisory contract with any investment company registered under the Investment Company Act of 1940;
(n) any contract or arrangement with, or membership in, any local clearing house or self-regulatory organization; or (o) any
other contract which is material to the business, operations or financial condition of CFB or a CFB Subsidiary.


 




    	 	21	 



     


    

 


4.8.2.       Each
real estate lease that requires the consent of the lessor or its agent as a result of the Merger by virtue of the terms of any
such lease, is listed in CFB Disclosure Schedule 4.8.2 identifying the section of the lease that contains such prohibition
or restriction. Subject to any consents that may be required as a result of the transactions contemplated by this Agreement, neither
CFB nor any CFB Subsidiary is in default in any respect under any material contract, agreement, commitment, arrangement, lease,
insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected,
or under which it or its assets, business, or operations receive benefits, and there has not occurred any event that, with the
lapse of time or the giving of notice or both, would constitute such a default, except where default would not, individually or
in the aggregate, have a Material Adverse Effect on CFB.


 


4.8.3.       True
and correct copies of the agreements, contracts, arrangements and instruments referred to in Section 4.8.1 and 4.8.2 (“Material
Contracts”) have been made available to the Company on or before the date hereof, and are valid, binding and in full
force and effect on the date hereof and neither CFB nor any CFB Subsidiary (nor, to the Knowledge of CFB, any other party to any
such contract, arrangement or instrument) has breached any provision of, or is in default in any respect under any term of, any
Material Contract, and no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute,
a breach or default on the part of CFB or any of the CFB Subsidiaries under any Material Contract. Except as listed on CFB Disclosure
Schedule 4.8.3, no party to any Material Contract will have the right to terminate any or all of the provisions of any such
Material Contract as a result of the execution of, and the consummation of the transactions contemplated by, this Agreement.


 




    	 	22	 



     


    

 


4.8.4.       Except
as listed on CFB Disclosure Schedule 4.8.4, since December 31, 2017, through and including the date of this Agreement, neither
CFB nor any CFB Subsidiary has (a) except for (i) normal increases for employees made in the ordinary course of business
consistent with past practice, or (ii) as required by applicable law, increased the wages, salaries, compensation, pension,
or other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect
as of December 31, 2017, granted any severance or termination pay, entered into any contract to make or grant any severance
or termination pay, or paid any bonus other than the customary year-end bonuses in amounts consistent with past practice, (b) granted
any options to purchase shares of CFB Common Stock, or any right to acquire any shares of its capital stock to any executive officer,
director or employee, (c) increased or established any bonus, insurance, severance, deferred compensation, pension, retirement,
profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance
awards, or restricted stock awards), stock purchase or other employee benefit plan, (d) made any election for federal or state
income tax purposes, (e) made any change in the credit policies or procedures of CFB or any of the CFB Subsidiaries, the effect
of which was or is to make any such policy or procedure less restrictive, (f) made any material acquisition or disposition
of any assets or properties, or any contract for any such acquisition or disposition entered into other than loans and loan commitments,
(g) entered into any lease of real or personal property requiring annual payments in excess of $25,000, (h) except as
required by GAAP or a Governmental Entity, changed any accounting methods, principles or practices of CFB or of the CFB Subsidiaries
affecting its assets, liabilities or businesses, including any reserving, renewal or residual method, practice or policy or (i) suffered
any strike, work stoppage, slow-down, or other labor disturbance.


 


4.9.       Ownership
of Property; Insurance Coverage.


 


4.9.1.       CFB
and each CFB Subsidiary has good and, as to real property, marketable title to all assets and properties owned by CFB or each CFB
Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal, tangible or intangible,
including assets and property reflected in the balance sheets contained in the CFB Regulatory Reports and in the CFB Financial
Statements or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary
course of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or
pledges, except (a) those items which secure liabilities for public or statutory obligations or any discount with, borrowing
from or other obligations to FHLB, inter-bank credit facilities, or any transaction by a CFB Subsidiary acting in a fiduciary capacity,
(b) statutory liens for amounts not yet delinquent or which are being contested in good faith, (c) non-monetary liens
affecting real property which do not adversely affect the value or use of such real property, and (d) those described and reflected
in the CFB Financial Statements. CFB and the CFB Subsidiaries, as lessee, have the right under valid and enforceable leases of
real and personal properties used by CFB and the CFB Subsidiaries in the conduct of their businesses to occupy or use all such
properties as presently occupied and used by each of them. Neither CFB nor any CFB Subsidiary is in default under any lease for
any real or personal property to which CFB or any CFB Subsidiary is a party and there has not occurred any event that, with lapse
of time or the giving of notice or both, would constitute such a default. CFB is not a party to any agreement pursuant to which
it has securitized any of its assets.


 


4.9.2.       With
respect to all agreements pursuant to which CFB or any CFB Subsidiary has purchased securities subject to an agreement to resell,
if any, CFB or such CFB Subsidiary, as the case may be, has a valid, perfected, first priority lien or security interest in the
securities or other collateral securing the repurchase agreement, and the value of such collateral equals or exceeds the amount
of the debt secured thereby.


 




    	 	23	 



     


    

 


4.9.3.       CFB
and each CFB Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective operations.
Neither CFB nor any CFB Subsidiary has received notice from any insurance carrier during the past five years that (a) such
insurance will be canceled or that coverage thereunder will be reduced or eliminated, or (b) premium costs (other than with
respect to health or disability insurance) with respect to such policies of insurance will be substantially increased. Except
as set forth on CFB Disclosure Schedule 4.9.3, there are presently no claims pending under such policies of insurance and no notices
have been given by CFB or any CFB Subsidiary under such policies (other than with respect to health or disability insurance). CFB
and all CFB Subsidiaries maintain such fidelity bonds and errors and omissions insurance as may be customary or required under
applicable laws or regulations. All such insurance is valid and enforceable and in full force and effect, and within the last three
years CFB and each CFB Subsidiary has received each type of insurance coverage for which it has applied and during such periods
has not been denied indemnification for any claims submitted under any of its insurance policies. CFB Disclosure Schedule 4.9.3
identifies all policies of insurance maintained by CFB and each CFB Subsidiary.


 


4.9.4.       All
real property owned by CFB or a CFB Subsidiary is in material compliance with all applicable zoning laws and building codes, and
the buildings and improvements located on such real property are in good operating condition and in a state of good working order,
ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of CFB, threatened condemnation proceedings
against such real property. CFB and the applicable CFB Subsidiaries are in material compliance with all applicable health and safety
related requirements for the owned real property, including those under the Americans with Disabilities Act of 1990 and the Occupational
Safety and Health Act of 1970. Insurance is currently maintained on all property, including all owned real property, in amounts,
scope and coverage reasonably necessary for its operations. Neither CFB nor any CFB Subsidiary has received any written notice
of termination, nonrenewal or premium adjustment for such policies.


 


		4.10.	Legal Proceedings.



 


Except
as set forth on CFB Disclosure Schedule 4.10, neither CFB nor any CFB Subsidiary is a party to any, and there are no pending or,
to CFB’s Knowledge, threatened legal, administrative, arbitration or other proceedings, claims (whether asserted or unasserted),
actions or governmental investigations or inquiries of any nature (a) against CFB or any CFB Subsidiary, (b) to which
CFB or any CFB Subsidiary’s assets are or may be subject, (c) challenging the validity or propriety of any of the transactions
contemplated by this Agreement, (d) which could materially adversely affect the ability of CFB to perform under this Agreement,
or (e) which would be reasonably likely to materially impair CFB’s or any CFB Subsidiary’s ability to operate
its business as currently conducted or proposed to be conducted post-Merger.


 


		4.11.	Compliance With Applicable Law.



 


4.11.1.       Each
of CFB and each CFB Subsidiary is in compliance in all material respects with all applicable federal, state, local and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets and deposits,
its business, and its conduct of business and its relationship with its employees, including, without limitation, the Banking Code,
the FDIA, the USA PATRIOT Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act of 1977 (“CRA”),
the Home Mortgage Disclosure Act, the Bank Secrecy Act, and all other applicable fair lending laws and other laws relating to discriminatory
business practices and neither CFB nor any CFB Subsidiary has received any written notice to the contrary.


 


4.11.2.       Each
of CFB and each CFB Subsidiary has all permits, licenses, authorizations, orders and approvals of, and has made all filings, applications
and registrations with, all Governmental Entities and Bank Regulators that are required in order to permit it to own or lease its
properties and to conduct its business as presently conducted; all such permits, licenses, certificates of authority, orders and
approvals are in full force and effect and, no suspension or cancellation of any such permit, license, certificate, order or approval
is, to the Knowledge of CFB, threatened or will result from the consummation of the transactions contemplated by this Agreement,
subject to obtaining the Regulatory Approvals.


 




    	 	24	 



     


    

 


4.11.3.       Except
as set forth on CFB Disclosure Schedule 4.11.3, since January 1, 2015, neither CFB nor any CFB Subsidiary has received any
written notification or other communication from any Bank Regulator (a) asserting that CFB or any CFB Subsidiary is not in
compliance with any of the statutes, regulations or ordinances which such Bank Regulator enforces; (b) threatening to revoke
any license, franchise, permit or governmental authorization; (c) requiring, or threatening to require, CFB or any CFB Subsidiary,
or indicating that CFB or any CFB Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of
understanding or any other agreement with any federal or state governmental agency or authority which is charged with the supervision
or regulation of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit
the operations of CFB or any CFB Subsidiary, including without limitation any restriction on the payment of dividends; or (d) directing,
restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of CFB or any CFB Subsidiary,
including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum, agreement
or order described in this sentence is hereinafter referred to as a “CFB Regulatory Agreement”). Except as disclosed
on CFB Disclosure Schedule 4.11.3, neither CFB nor any CFB Subsidiary is a party to or is subject to any order, decree, agreement,
memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory
letter from, any Bank Regulator or any federal or state governmental agency or authority charged with the supervision or regulation
of issuers of securities or the supervision or regulation of it. The most recent regulatory rating given to CFB as to compliance
with the CRA is “satisfactory” or better. To the Knowledge of CFB, there are no unresolved violations, criticisms,
or exceptions by any Regulatory Authority with respect to any CFB Regulatory Agreement. There is no injunction, order, judgment
or decree imposed upon CFB or any CFB Subsidiary or the assets of CFB or any CFB Subsidiary.


 


4.11.4.       CFB
Disclosure Schedule 4.11.4 sets forth, as of March 31, 2018, a schedule of all executive officers and directors of CFB and
Community First Bank who have outstanding loans from CFB or Community First Bank, and there has been no default on, or forgiveness
or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof.


 


4.11.5.       To
CFB’s Knowledge, none of CFB’s or any CFB Subsidiary’s officers, directors, managers, members, employees, or
partners has at any time made or received any bribe, kickback or other illegal payment or engaged in any other illegal or improper
conduct that has led to any fine, penalty, sanction or liability. CFB has no Knowledge of any actual, possible or proposed disciplinary
action by any Governmental Entity against any of CFB’s or any CFB Subsidiary’s officers, directors, managers, members,
partners or employees.


 


		4.12.	Employee Benefit Plans.



 


4.12.1.       CFB
Disclosure Schedule 4.12.1 includes a list of all CFB Compensation and Benefit Plans. Neither CFB nor any CFB Subsidiary has
any commitment to create any additional CFB Compensation and Benefit Plan or to modify, change or renew any existing CFB Compensation
and Benefit Plan, except as required to maintain the qualified status thereof. CFB has made available to the Company true and correct
copies of the agreements or other documents establishing and evidencing the CFB Compensation and Benefit Plans.


 




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4.12.2.       Each
CFB Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its terms and
with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination
in Employment Act of 1967, COBRA, the Health Insurance Portability and Accountability Act (“HIPAA”), the Affordable
Care Act (“ACA”) and any regulations or rules promulgated thereunder, and all filings, disclosures and notices
required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, HIPAA, ACA
and any other applicable law have been timely made or any interest, fines, penalties or other impositions for late filings have
been paid in full. Each CFB Compensation and Benefit Plan which is an “employee pension benefit plan” within the meaning
of Section 3(2) of ERISA (a “Pension Plan”) and which is intended to be qualified under Section 401(a)
of the Code has received a favorable determination letter from the IRS, or is in the form of a prototype or volume submitter plan
that is the subject of a favorable opinion letter from the IRS on which CFB is entitled to rely, and CFB is not aware of any circumstances
which are reasonably likely to result in revocation of any such favorable determination letter or opinion letter. There is no pending
or, to the Knowledge of CFB, threatened action, suit or claim relating to any of the CFB Compensation and Benefit Plans (other
than routine claims for benefits). Neither CFB nor any CFB Subsidiary has engaged in a transaction, or omitted to take any action,
with respect to any CFB Compensation and Benefit Plan that would reasonably be expected to subject CFB or any CFB Subsidiary to
an unpaid tax or penalty imposed by either Sections 4975, 4980B or 5000 of the Code or Section 502 of ERISA.


 


4.12.3.       Neither
CFB nor any entity with which it is or was ever considered one employer under Section 4001(b)(1) of ERISA or Section 414
of the Code (an “CFB ERISA Affiliate”) since the effective date of ERISA maintains or ever maintained or participated
in a plan subject to Title IV of ERISA, or contributes to, contributed to, is obligated to contribute to or was ever obligated
to contribute to a “multiemployer plan,” as defined in Section 3(37) of ERISA. Neither CFB, nor any CFB ERISA
Affiliate, nor any CFB Compensation and Benefit Plan, nor any trust created thereunder, nor any trustee or administrator thereof
has engaged in a transaction in connection with which CFB, any CFB ERISA Affiliate, and any CFB Compensation and Benefit Plan,
or any such trust or any trustee or administrator thereof, could reasonably be expected to be subject to either a civil liability
or penalty pursuant to Section 409, 502(i) or 502(l) of ERISA or a tax imposed pursuant to Chapter 43 of the Code.


 


4.12.4.       Except
as set forth on CFB Disclosure Schedule 4.12.4, all contributions required to be made under the terms of any CFB Compensation and
Benefit Plan have been timely made, and all anticipated contributions and funding obligations are or will be accrued on CFB’s
consolidated financial statements to the extent required by GAAP. CFB and each CFB Subsidiary has expensed and accrued as a liability
the present value of future benefits under each applicable CFB Compensation and Benefit Plan for financial reporting purposes as
required by GAAP.


 


4.12.5.       Neither
CFB nor any CFB Subsidiary has any obligations to provide retiree health, life insurance, death benefits, or disability insurance,
except as set forth in CFB Disclosure Schedule 4.12.5, under any CFB Compensation and Benefit Plan, other than benefits mandated
by Section 4980B of the Code. Except as set forth in CFB Disclosure Schedule 4.12.5, there has been no communication
to employees by CFB or any CFB Subsidiary that would reasonably be expected to promise or guarantee such employees retiree health,
life insurance, or disability insurance, or any retiree death benefits.


 


4.12.6.       CFB
and its Subsidiaries do not maintain any CFB Compensation and Benefit Plans covering employees who are not United States residents.


 


4.12.7.       With
respect to each CFB Compensation and Benefit Plan, if applicable, CFB has provided or made available to the Company copies of the:
(a) trust instruments and insurance contracts; (b) three most recent Forms 5500 filed with the IRS, including all schedules
and attachments thereto; (c) three most recent financial statements; (d) most recent summary plan description; (e) most
recent determination letter issued by the IRS; (f) any Form 5310 or Form 5330 filed with the IRS within the last three years;
and (g) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests).


 




    	 	26	 



     


    

 


4.12.8.       Except
as provided in CFB Disclosure Schedule 4.12.8, the consummation of the Merger will not, directly or indirectly (including,
without limitation, as a result of any termination of employment or service at any time prior to or following the Effective Time) (a) entitle
any employee, consultant or director to any payment or benefit (including severance pay, change in control benefit, or similar
compensation) or any increase in compensation, (b)  result in any increase in benefits payable under any CFB Compensation
and Benefit Plan, or (c)  entitle any current or former employee, director or independent contractor of CFB or any CFB Subsidiary
to any actual or deemed payment (or benefit) which could constitute a “parachute payment” (as such term is defined
in Section 280G of the Code).


 


4.12.9.       Neither
CFB nor any CFB Subsidiary maintains any compensation plans, programs or arrangements under which any payment is reasonably likely
to become non-deductible, in whole or in part, for tax reporting purposes as a result of the limitations under Section 162(m)
of the Code and the regulations issued thereunder.


 


4.12.10.       Except
as disclosed in CFB Disclosure Schedule 4.12.10, all deferred compensation plans, programs or arrangements are in compliance,
both in form and operation, with Section 409A of the Code and all guidance issued thereunder.


 


4.12.11.       Except
as set forth in CFB Disclosure Schedule 4.12.11, (i) the benefits payable under each CFB Compensation and Benefit Plan which is
either a nonqualified deferred compensation plan or a supplemental retirement plan are accrued each period only for current or
prior service rendered to CFB or any CFB Subsidiary, and (ii) CFB has previously recognized compensation expense and accrued a
liability for the benefit payments under each CFB Compensation and Benefit Plan which is either a nonqualified deferred compensation
plan or a supplemental retirement plan according to GAAP.


 


4.13.       Brokers,
Finders and Financial Advisors.


 


Neither
CFB nor any CFB Subsidiary, nor any of their respective officers, directors, employees or agents, has employed any broker, finder
or financial advisor in connection with the transactions contemplated by this Agreement, or incurred any liability or commitment
for any fees or commissions to any such person in connection with the transactions contemplated by this Agreement except for the
retention of Commonwealth Advisors, Inc. (“Commonwealth Advisors”) by CFB and the fee payable pursuant thereto.
CFB has provided or made available to the Company a true and correct copy of the engagement agreement with Commonwealth Advisors,
setting forth the fee payable to Commonwealth Advisors for its services rendered to CFB in connection with the Merger and transactions
contemplated by this Agreement.


 


4.14.       Environmental
Matters.


 


4.14.1.       Except
as may be set forth in CFB Disclosure Schedule 4.14, with respect to CFB and each CFB Subsidiary:


 




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(A)       To
CFB’s Knowledge, neither the conduct nor operation of its business nor any condition of any property currently or previously
owned or operated by it during the period of such ownership or operation by CFB or any CFB Subsidiary, or to CFB’s Knowledge
at any other time, (including Participation Facilities, as hereinafter defined) including, without limitation, in a fiduciary or
agency capacity, or, to CFB’s Knowledge, any property on which it holds a lien, results or resulted in a violation of or
gives rise to any potential liability under, any Environmental Laws that is reasonably likely to impose a liability (including
a remediation obligation) upon CFB or any CFB Subsidiary. To the Knowledge of CFB, no condition has existed or event has occurred
with respect to any of them or any such property that, with notice or the passage of time, or both, is reasonably likely to result
in any liability to CFB or any CFB Subsidiary by reason of any Environmental Laws. Neither CFB nor any CFB Subsidiary during the
past five years has received any written notice from any Person or Governmental Entity that CFB or any CFB Subsidiary or the operation
or condition of any property ever owned, operated (including Participation Facilities), or held as collateral or in a fiduciary
capacity by any of them, is currently in violation of or otherwise is alleged to have liability under any Environmental Laws or
relating to Materials of Environmental Concern (including, but not limited to, responsibility (or potential responsibility) for
the cleanup or other remediation of any Materials of Environmental Concern at, on, beneath, or originating from any such property)
for which a material liability is reasonably likely to be imposed upon CFB or any CFB Subsidiary;


 


(B)       There
is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to CFB’s
Knowledge, threatened, before any court, governmental agency or other forum against CFB or any CFB Subsidiary (a) for alleged
noncompliance (including by any predecessor) with, or liability under, any Environmental Law or (b) relating to the presence
of or release (defined herein) into the environment of any Materials of Environmental Concern (as defined herein), whether or not
occurring at or on a site owned, leased or operated by CFB or any CFB Subsidiary;


 


(C)       To
CFB’s Knowledge, there are no underground storage tanks on, in or under any properties owned or operated by CFB or any of
the CFB Subsidiaries, and to CFB’s Knowledge no underground storage tanks have been closed or removed from any properties
owned or operated by CFB or any of the CFB Subsidiaries or any Participation Facility except in compliance with Environmental Laws;
and


 


(D)       “Participation
Facility” shall mean any facility in which CFB or any of the CFB Subsidiaries participates in the management, whether
as a fiduciary, lender in control of the facility, owner or operator.


 


		4.15.	Loan Portfolio.



 


4.15.1.       The
allowance for loan losses reflected in CFB’s audited consolidated balance sheet at December 31, 2017 was, and the allowance
for loan losses shown on the balance sheets in CFB’s Financial Statements for periods ending after December 31, 2017
will be, adequate, as of the dates thereof, under GAAP.


 


4.15.2.       CFB
Disclosure Schedule 4.15.2 sets forth a listing, as of March 31, 2018, by name and account, of: (a) all loans (including
loan participations) of CFB or any CFB Subsidiary that have had their respective terms to maturity accelerated during the past
twelve months; (b) all loan commitments or lines of credit of CFB or any CFB Subsidiary which have been terminated by CFB
or any CFB Subsidiary during the past twelve months by reason of a default or adverse developments in the condition of the borrower
or other events or circumstances affecting the credit of the borrower; (c) each borrower, customer or other party which has
notified CFB or any CFB Subsidiary during the past twelve months of, or has asserted against CFB or any CFB Subsidiary, in each
case in writing, any “lender liability” or similar claim, and each borrower, customer or other party which has given
CFB or any CFB Subsidiary any oral notification of, or orally asserted to or against CFB or any CFB Subsidiary, any such claim;
(d) all loans, (i) that are contractually past due 60 days or more in the payment of principal and/or interest, (ii) that
are on non-accrual status, (iii) that as of the date of this Agreement are classified as “Other Loans Specially Mentioned”,
“Special Mention”, “Substandard”, “Doubtful”, “Loss”, “Classified”,
“Criticized”, “Watch List” or words of similar import, together with the principal amount of and accrued
and unpaid interest on each such loan and the identity of the obligor thereunder, (iv) where, during the past three years,
the interest rate terms have been reduced and/or the maturity dates have been extended subsequent to the agreement under which
the loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms,
or (v) that qualify as Troubled Debt Restructurings, (vi) where a specific reserve allocation exists in connection therewith,
and (e) all assets classified by CFB or any CFB Subsidiary as REO, and all other assets currently held that were acquired
through foreclosure or in lieu of foreclosure.


 




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4.15.3.       All
loans receivable (including discounts) and accrued interest entered on the books of CFB and the CFB Subsidiaries arose out of bona
fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of CFB’s or the
appropriate CFB Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect to such loans
(including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments relating
thereto, are valid, true and genuine and are what they purport to be. To CFB’s Knowledge, the loans, discounts and the accrued
interest reflected on the books of CFB and the CFB Subsidiaries are subject to no defenses, set-offs or counterclaims (including,
without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by bankruptcy, insolvency or similar
laws affecting creditors’ rights generally or by general principles of equity. All such loans are being transferred with
good and marketable title, free and clear of any and all encumbrances, liens, pledges, equities, claims, charges, rights of first
refusal or similar rights or security interests of any nature encumbering such loan and are evidenced by notes, agreements or other
evidences of indebtedness which are true, genuine and correct, and to the extent secured, are secured by valid liens and security
interests that are legal, valid and binding obligations of the maker thereof, enforceable in accordance with the respective terms
thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws or equitable
principles affecting the enforcement of creditors’ rights, which have been perfected.


 


		4.16.	Related Party Transactions.



 


Except
as set forth in CFB Disclosure Schedule 4.16, neither CFB nor any CFB Subsidiary is a party to any transaction (including
any loan or other credit accommodation) with any Affiliate of CFB or any CFB Affiliate. All such transactions (a) were made
in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other Persons, and (c) did not involve substantially more
than the normal risk of collectability or present other unfavorable features (as such terms are used under Regulation O of the
FRB). No loan or credit accommodation to any Affiliate of CFB or any CFB Subsidiary is presently in default or, during the three
year period prior to the date of this Agreement, has been in default or has been restructured, modified or extended. Neither CFB
nor any CFB Subsidiary has been notified that principal and interest with respect to any such loan or other credit accommodation
will not be paid when due or that the loan grade classification accorded such loan or credit accommodation by CFB is inappropriate.


 




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		4.17.	Deposits.



 


Except
as set forth in CFB Disclosure Schedule 4.17, as of the date of this Agreement, none of the deposits of CFB or any CFB Subsidiary
is a “brokered deposit” as defined in 12 C.F.R. Section 337.6(a)(2).


 


		4.18.	Required Vote.



 


The
affirmative vote by the holders of at least 51% of the outstanding shares of CFB Common Stock is required to approve this Agreement
and the Merger under CFB’s articles of incorporation and applicable law.


 


		4.19.	Risk Management Instruments.



 


All
interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar risk management arrangements,
whether entered into for CFB’s own account, or for the account of one or more of CFB’s Subsidiaries or their customers
(all of which are set forth in CFB Disclosure Schedule 4.19), were entered into in the ordinary course of business consistent
with past practice and in compliance with all applicable laws, rules, regulations and regulatory policies, and with counterparties
believed at the time to be financially responsible and able to understand (either alone or in consultation with their advisors)
and to bear the risks of such transactions; and each of them constitutes the valid and legally binding obligation of CFB or one
of its Subsidiaries, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting
creditors’ rights or by general equity principles), and is in full force and effect. Neither CFB nor any CFB Subsidiary,
nor to the Knowledge of CFB any other party thereto, is in breach of any of its obligations under any such agreement or arrangement
in any respect and there are no allegations or assertions of such by any party thereunder.


 


		4.20.	Intellectual Property.



 


CFB
and each CFB Subsidiary (a) owns or possesses valid and binding licenses and other rights (subject to expirations in accordance
with their respective terms) to use any and all patents, copyrights, trade secrets, trade names, service marks and trademarks,
and (b) is a party to valid and binding licenses for any software, which are required for CFB and each CFB Subsidiary to conduct
their respective businesses as currently conducted. Neither CFB nor any CFB Subsidiary has received any notice or has any Knowledge
of any actual or threatened conflict with respect any patents, copyrights, trade secrets, trade names, service marks, trademarks,
or licensed software used by CFB or any CFB Subsidiary in their respective businesses as currently conducted. CFB and each CFB
Subsidiary has performed all of the obligations required to be performed as of the date of this Agreement, and is not in default
in any material respect, under any license, contract, agreement, arrangement or commitment relating to any of the foregoing. Neither
CFB nor any CFB Subsidiary has received any charge, complaint, claim, demand or notice alleging that it has infringed upon, diluted,
misappropriated or otherwise violated any intellectual property owned or controlled by any third party, and no third party has
infringed, diluted, misappropriated or otherwise violated any intellectual property rights of CFB or any CFB Subsidiary. CFB and
each CFB Subsidiary (a) owns or possesses confidential information, including, but not limited to, customer lists and customer
data, (b) has taken reasonable steps to protect such confidential information from unintended disclosure, and (c) represents and
warrants that, to its Knowledge, such confidential information has not been disclosed to any third parties other than their Affiliates,
third parties with which they have contractual nondisclosure agreements or the Company and its Affiliates.


 




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		4.21.	Labor Matters.



 


There
are no labor or collective bargaining agreements to which CFB or any CFB Subsidiary is a party. To CFB’s Knowledge, there
is no union organizing effort pending or to the Knowledge of CFB, threatened against CFB or any CFB Subsidiary. There is no labor
strike, labor dispute (other than routine employee grievances that are not related to union employees), work slowdown, stoppage
or lockout pending or, to the Knowledge of CFB, threatened against CFB or any CFB Subsidiary. There is no unfair labor practice
or labor arbitration proceeding pending or, to the Knowledge of CFB, threatened against CFB or any CFB Subsidiary (other than routine
employee grievances that are not related to union employees). CFB and each CFB Subsidiary is in compliance in all material respects
with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours,
including but not limited to the Fair Labor Standards Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act,
the Immigration and Nationality Act, and the National Labor Relations Act, and are not engaged in any unfair labor practice. CFB
and each CFB Subsidiary represents that they have not made any commitments to others inconsistent with or in derogation of any
of the foregoing. There are no pending or, to the Knowledge of CFB, threatened claims or suits against CFB or any CFB Subsidiary,
or for which any of them might be legally responsible, under any labor or employment law or brought or made by a current or former
employee or applicant. Neither CFB nor any CFB Subsidiary is delinquent in any material respect in payments to any of its current
or former officers, directors, managers, members, partners, employees or independent contractors for any wages, salaries, commissions,
bonuses, benefits, expenses, or other compensation for any services performed or amounts required to be reimbursed, or has, to
its Knowledge, any liability, whether actual or contingent, with respect to any misclassification of any person as an independent
contractor rather than as an employee, or with respect to any employee leased from another employer.


 


		4.22.	CFB Information Supplied.



 


4.22.1.       The
information relating to CFB and any CFB Subsidiary to be contained in the Merger Registration Statement, or in any other document
filed with any Bank Regulator or other Governmental Entity in connection herewith 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.


 


4.22.2.       The
information supplied by CFB and any CFB Subsidiary for inclusion in the Applications will, at the time each such document is filed
with any Bank Regulator and up to and including the dates of any required regulatory approvals or consents, as such Applications
may be amended by subsequent filings, be accurate in all material respects.


 


		4.23.	Investment Securities and Commodities



 


4.23.1.       CFB
and all CFB Subsidiaries have good title to all securities and commodities owned by them (except those sold under repurchase agreements
or held in any fiduciary or agency capacity), free and clear of any liens and encumbrances, except to the extent such securities
or commodities are pledged in the ordinary course of business to secure obligations of CFB or CFB Subsidiaries. Such securities
and commodities are valued on the books of CFB in accordance with GAAP.


 


4.23.2.       CFB
and all CFB Subsidiaries and their respective businesses employ, and have acted in compliance in all material respects with, investment,
securities, commodities, risk management and other policies, practices and procedures (the “Policies, Practices and Procedures”)
that CFB believes are prudent and reasonable in the context of such businesses. CFB has previously made available to the Company
in writing its material Policies, Practices and Procedures.


 




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		4.24.	Fairness Opinion.



 


The
board of directors of CFB has received an opinion from Commonwealth Advisors to the effect that, subject to the terms, conditions
and qualifications set forth therein, as of the date hereof, the Merger Consideration to be received by the holders of CFB Common
Stock pursuant to this Agreement, is fair to such shareholders from a financial point of view. Such opinion has not been amended
or rescinded as of the date of this Agreement.


 


		4.25.	No Other Representations or Warranties.



 


4.25.1.       Except
for the representations and warranties made by CFB in this Article IV and for the disclosures contained in the CFB Disclosure Schedules,
neither CFB nor any other person makes any express or implied representation or warranty with respect to CFB, its Subsidiaries,
or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and CFB hereby
disclaims any such other representations or warranties.


 


4.25.2.       CFB
acknowledges and agrees that neither the Company nor any other person has made or is making any express or implied representation
or warranty other than those contained in Article V and in the Company Disclosure Schedules.


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Subject
to the disclosures set forth in the Company Disclosure Schedules delivered by the Company to CFB prior to the execution of this
Agreement (which schedule sets forth, among other things, facts, circumstances and events the disclosure of which is necessary
or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one
or more of the representations and warranties contained in this Article V, or to one or more of the Company’s covenants contained
in Article VII (and making specific reference to the Section of this Agreement to which they relate); 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
Schedules as an exception to a Company MAE Rep shall not be deemed an admission by the Company that such item represents a material
exception or that such item is reasonably likely to result in a Material Adverse Effect and (iii) disclosure in any paragraph of
the Company Disclosure Schedules shall apply only to the indicated Section of this Agreement except to the extent that it is reasonably
clear on the face of such disclosure that it is relevant to another paragraph of the Company Disclosure Schedules or another Section
of this Agreement), the Company represents and warrants to CFB as follows:


 


		5.1.	Organization.



 


5.1.1.       The
Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania.
The Company has the requisite corporate power and authority to carry on its business as now conducted. The Company is duly licensed
or qualified to do business in the states of the United States where its ownership or leasing of property or the conduct of its
business requires such qualification, except where the failure to be so qualified or licensed and in good standing would not, individually
or in the aggregate, have a Material Adverse Effect on the Company.


 




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5.1.2.       Farmers
National is a national bank duly organized and validly existing and in good standing under the laws of the United States. Farmers
National and each other Company Subsidiary has the requisite corporate power and authority to carry on its business as now conducted.
Farmers National and each other Company Subsidiary is duly licensed or qualified to do business in the states of the United States
and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such qualification,
except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have
a Material Adverse Effect. The deposits of Farmers National are insured by the FDIC to the fullest extent permitted by law, and
all premiums and assessments required to be paid in connection therewith have been paid when due. Farmers National is a member
in good standing of the FHLB and owns the requisite amount of stock therein.


 


		5.2.	Capitalization.



 


5.2.1.       The
authorized capital stock of the Company consists of 12,000,000 shares of common stock, $1.25 par value per share, of which as of
the date hereof, 2,271,139 shares are outstanding, validly issued, fully paid and nonassessable and free of preemptive rights,
and 3,000,000 shares of preferred stock, $1.00 par value per share, of which zero shares are outstanding. As of the date hereof,
there are 102,017 shares of Company Common Stock held by the Company as treasury stock. Except as set forth in Company Disclosure
Schedule 5.2.1, neither the Company nor any Company Subsidiary has or is bound by any Rights of any character relating to the purchase,
sale or issuance or voting of, or right to receive dividends or other distributions on any shares of Company Common Stock, or any
other security of the Company or any securities representing the right to vote, purchase or otherwise receive any shares of Company
Common Stock or any other security of the Company or any Company Subsidiary, or pursuant to which the Company or any Company Subsidiary
is or could be required to register shares of Company capital stock or other securities under the Securities Act, other than shares
issuable under the Company Stock Benefit Plans.


 


5.2.2.       The
Company owns all of the capital stock of Farmers National free and clear of any liens, security interests, pledges, charges, encumbrances,
agreements and restrictions of any kind or nature. Except for the Company Subsidiaries, the Company does not possess, directly
or indirectly, any equity interest in any corporate entity, except for equity interests held in the investment portfolios of the
Company or Company Subsidiaries, equity interests held by Company Subsidiaries in a fiduciary capacity, and equity interests held
in connection with the lending activities of Company Subsidiaries, including stock in the FHLB. Except as set forth in the Company’s
Securities Documents, neither the Company or Farmers National, directly or indirectly, owns all of the outstanding shares of capital
stock of or all equity interests in each Company Subsidiary free and clear of all liens, security interests, pledges, charges,
encumbrances, agreements and restrictions of any kind or nature.


 


		5.3.	Authority; No Violation.



 


5.3.1.       The
Company has full corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Regulatory
Approvals, to consummate the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company
of the transactions contemplated hereby, including the Merger, have been duly and validly approved by the Board of Directors of
the Company, and no other corporate proceedings on the part of the Company are necessary to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by the Company, and subject to due and valid execution
and delivery of this Agreement by CFB, constitutes the valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally,
and subject, as to enforceability, to general principles of equity.


 




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5.3.2.       Subject
to receipt of Regulatory Approvals and CFB’s and the Company’s compliance with any conditions contained therein, (a) the
execution and delivery of this Agreement by the Company, (b) the consummation of the Merger, and (c) compliance by the
Company with any of the terms or provisions hereof does not and will not (i) conflict with or result in a breach of any provision
of the articles of incorporation, certificate of formation, limited liability company agreement, bylaws or other similar organizational
or governing document of the Company or any Company Subsidiary; (ii) violate any statute, code, ordinance, rule, regulation,
judgment, order, writ, decree or injunction applicable to the Company or any Company Subsidiary or any of their respective properties
or assets; (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default), under, result in the termination of, accelerate the performance
required by, or result in a right of termination or acceleration or the creation of any lien, security interest, charge or other
encumbrance upon any of the properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, commitment or other instrument or
obligation to which any of them is a party, or by which they or any of their respective properties or assets may be bound or affected;
or (iv) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental
Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any governmental authorization that is held by the
Company or any Company Subsidiary.


 


5.3.3.       The
Company Board of Directors has determined that the Merger, on the terms and conditions set forth in this Agreement, is advisable
and in the best interests of the Company and its shareholders and no other proceedings on the part of the Company are necessary
to approve the issuance of shares of Company Common Stock or to consummate the transactions contemplated hereby.


 


		5.4.	Consents.



 


Except
for (a) filings with Bank Regulators, the receipt of the Regulatory Approvals, and compliance with any conditions contained
therein, (b) the filing with the SEC of (i) the Merger Registration Statement, and (ii) such reports under Sections 13(a),
13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated
hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (c)
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 Company Common Stock pursuant to this Agreement, (d) the approval
of this Agreement by the requisite vote of the shareholders of CFB, and (e) the approval of the Bank Merger Agreement by the requisite
vote of the shareholders of Community First Bank, no consents, waivers or approvals of, or filings or registrations with, any Governmental
Entity are necessary, and no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary,
in connection with (i) the execution and delivery of this Agreement by the Company, and (ii) the completion of the Merger
by the Company and the other transactions contemplated by this Agreement, including but not limited to the Bank Merger. The Company
has no knowledge of any fact or circumstance pertaining to the Company that would cause it to reasonably believe that any Regulatory
Approvals or other required consents or approvals will not be received.


 


		5.5.	Financial Statements.



 


5.5.1.       The
Company has previously made available to CFB the Company Financial Statements. The Company Financial Statements have been prepared
in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects
the consolidated financial position, results of operations and cash flows of the Company and the Company Subsidiaries on a consolidated
basis as of and for the respective periods ending on the dates thereof, in conformity with GAAP during the periods involved, except
as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q.


 




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5.5.2.       At
the date of each balance sheet included in the Company Financial Statements, the Company did not have any material liabilities,
obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to
be reflected in such Company Financial Statements or in the footnotes thereto which are not fully reflected or reserved against
therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit
adjustments and the absence of footnotes. The Company Financial Statements reflect only actual transactions and all other books
and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance
with applicable legal and accounting requirements and reflect only actual transactions.


 


5.5.3.       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 and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom),
except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse
effect on the system of internal accounting controls described below in this Section 5.5.3. The Company (a) has implemented
and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that
is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial
statements for external purposes in accordance with GAAP, (b) has implemented and maintains disclosure controls and procedures
(as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including
its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others
within those entities, and (c) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s
outside auditors and the audit committee of the Company’s Board of Directors (the “Company Audit Committee”)
(i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
(as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability
to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal control over financial reporting. These
disclosures (if any) were made in writing to the Company’s auditors and the Company Audit Committee and a copy has previously
been made available to CFB. As of the date hereof, to the Knowledge of the Company’s chief executive officer and chief financial
officer, each of them will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, without qualification, when next due.


 


5.5.4.       The
allowance for loan losses reflected in the Company’s audited consolidated balance sheet at December 31, 2017 was, and the
allowance for loan losses shown on the balance sheets in the Company’s Securities Documents for periods ending after December
31, 2017 will be, adequate, as of the dates thereof, under GAAP.


 


5.5.5.       Since
December 31, 2017, (a) neither the Company nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant
or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint,
allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies
or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint,
allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in illegal 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 violation of Securities Laws, breach of fiduciary duty or similar violation by the
Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof
or to any director or officer of the Company.


 




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		5.6.	Taxes.



 


5.6.1.       The
Company and the Company Subsidiaries are members of the same affiliated group within the meaning of Code Section 1504(a).
The Company and each Company Subsidiary has timely and duly filed all Tax Returns required to be filed by or with respect to the
Company and each Company Subsidiary, either separately or as a member of a group of corporations, on or prior to the date hereof
and will timely and duly file all Tax Returns required to be filed by or with respect to the Company and each Company Subsidiary,
either separately or as a member of a group of corporations, on or prior to the Closing Date, taking into account any extensions
(all such Tax Returns being accurate and correct in all material respects) and has duly paid or made provisions that are adequate
for the payment of all Taxes which have been incurred by or are due or claimed to be due from the Company and any Company Subsidiary
by any Taxing Authority or pursuant to any written Tax sharing agreement on or prior to the date hereof other than Taxes or other
charges which (a) are not delinquent, (b) are being contested in good faith and as to which adequate reserves (determined
in accordance with GAAP) have been provided in the Company Financial Statements, or (c) have not yet been fully determined.
As of the date of this Agreement, the Company has received no written notice of, and except as disclosed in Company Disclosure
Schedule 5.6.1 there is no audit examination, deficiency assessment, Tax investigation or refund litigation with respect to
any Taxes of the Company or any Company Subsidiary, and no written claim has been made by any Taxing Authority in a jurisdiction
where the Company or any Company Subsidiary does not file Tax Returns that the Company or any Company Subsidiary is subject to
Tax in that jurisdiction. The Company and the Company Subsidiaries have not executed an extension or waiver of any statute of limitations
on the assessment or collection of any Tax due that is currently in effect. The Company and each Company Subsidiary has withheld
and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent
contractor, creditor, shareholder or other third party, and the Company and each Company Subsidiary has timely complied with all
applicable information reporting requirements under Part III, Subchapter A of Chapter 61 of the Code and similar applicable state
and local information reporting requirements. The United States federal and state income Tax Returns the Company and each Company
Subsidiary subject to such Taxes have been audited by the IRS or relevant state Tax Authorities or are closed by the applicable
general statute of limitations for all taxable years through December 31, 2013.


 


5.6.2.       The
unpaid Taxes of the Company and the Company Subsidiaries (a) do not exceed the reserve for Tax liability (rather than any
reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the balance
sheet of the Company Financial Statements and (b) will not exceed the reserve as adjusted for the passage of time through
the Closing Date in accordance with the past customs and practice of the Company in filing its Tax Returns. Since December 31,
2017, neither the Company nor any Company Subsidiary has incurred any liability for Taxes arising from extraordinary gains or losses,
as the term is used in GAAP.


 


5.6.3.       The
Company and each Company Subsidiary has not disposed of property in a transaction presently being accounted for under the installment
method under Section 453 of the Code. No excess loss account exists with respect to any Company Subsidiary. The Company and
each Company Subsidiary is not required to include in income any adjustment pursuant to Section 481(a) of the Code by
reason of a voluntary change in accounting and the Company has no Knowledge that the IRS has proposed such adjustment in accounting
method. There are no rulings, requests for rulings, or closing agreements with any Taxing Authority specifically requested or entered
into by the Company or a Company Subsidiary, which could affect their respective Taxes for any period after the Closing. All transactions
that could give rise to an understatement of federal income Tax (within the meaning of Sections 6662 and 6662A of the Code) with
respect to the Company and each Company Subsidiary were adequately disclosed on Tax Returns to the extent required under the Code.
There are no liens for Taxes upon any property or assets of the Company and each Company Subsidiary except for liens for current
Taxes, assessments, and other governmental charges not yet due, or which may thereafter be paid without penalty.


 




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		5.7.	No Material Adverse Effect.



 


The
Company has not suffered any Material Adverse Effect since December 31, 2017 and no event has occurred or circumstance arisen
since that date which, in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company.


 


		5.8.	Ownership of Property; Insurance Coverage.



 


5.8.1.       The
Company and each Company Subsidiary has good and, as to real property, marketable title to all assets and properties owned by the
Company or each Company Subsidiary in the conduct of their businesses, whether such assets and properties are real or personal,
tangible or intangible, including assets and property reflected in the balance sheets contained in the Company Financial Statements
or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course
of business, since the date of such balance sheets), subject to no encumbrances, liens, mortgages, security interests or pledges,
except (a) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or
other obligations to FHLB, inter-bank credit facilities, or any transaction by a Company Subsidiary acting in a fiduciary capacity,
(b) statutory liens for amounts not yet delinquent or which are being contested in good faith, (c) non-monetary liens
affecting real property which do not adversely affect the value or use of such real property, and (d) those described and reflected
in the Company Financial Statements. The Company and the Company Subsidiaries, as lessee, have the right under valid and enforceable
leases of real and personal properties used by the Company and its Subsidiaries in the conduct of their businesses to occupy or
use all such properties as presently occupied and used by each of them. Neither the Company nor any Company Subsidiary is in default
under any lease for any real or personal property to which either the Company or any Company Subsidiary is a party, and there has
not occurred any event that, with lapse of time or the giving of notice or both, would constitute such a default.


 


5.8.2.       The
Company and each Company Subsidiary currently maintain insurance considered by each of them to be reasonable for their respective
operations. The Company and all Company Subsidiaries maintain such fidelity bonds and errors and omissions insurance as may be
customary or required under applicable laws or regulations. All such insurance is valid and enforceable and in full force and effect,
and within the last three years the Company and each Company Subsidiary has received each type of insurance coverage for which
it has applied and during such periods has not been denied indemnification for any claims submitted under any of its insurance
policies.


 


5.8.3.       All
real property owned by the Company or a Company Subsidiary is in material compliance with all applicable zoning laws and building
codes, and the buildings and improvements located on such real property are in good operating condition and in a state of good
working order, ordinary wear and tear and casualty excepted. There are no pending or, to the Knowledge of the Company, threatened
condemnation proceedings against such real property. The Company and the applicable Company Subsidiaries are in material compliance
with all applicable health and safety related requirements for the owned real property, including those under the Americans with
Disabilities Act of 1990 and the Occupational Safety and Health Act of 1970.


 




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		5.9.	Legal Proceedings.



 


Neither
the Company nor any Company Subsidiary is a party to any, and there are no pending or, to the Knowledge of the Company, threatened
legal, administrative, arbitration or other proceedings, claims (whether asserted or unasserted), actions or governmental investigations
or inquiries of any nature (a) against the Company or any Company Subsidiary that could reasonably be expected to have a Material
Adverse Effect, (b) to which the Company or any Company Subsidiary’s assets are or may be subject, (c) challenging
the validity or propriety of any of the transactions contemplated by this Agreement, or (d) which could adversely affect the
ability of the Company to perform under this Agreement.


 


		5.10.	Compliance With Applicable Law.



 


5.10.1.       Each
of the Company and each Company Subsidiary is in compliance in all material respects with all applicable federal, state, local
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to it, its properties, assets
and deposits, its business, and its conduct of business and its relationship with its employees, including, without limitation,
the Federal Reserve Act, the NBA, the Federal Deposit Insurance Act, the USA PATRIOT Act, the Equal Credit Opportunity Act, the
Fair Housing Act, the CRA, the Home Mortgage Disclosure Act, the Bank Secrecy Act, and all other applicable fair lending laws and
other laws relating to discriminatory business practices, and neither the Company nor any Company Subsidiary has received any written
notice to the contrary. The Board of Directors of Farmers National has adopted and Farmers National has implemented an anti-money
laundering program that contains adequate and appropriate customer identification verification procedures that has not been deemed
ineffective by any Governmental Entity and that meets the requirements of Sections 352 and 326 of the USA PATRIOT Act and
the regulations thereunder.


 


5.10.2.       Each
of the Company and each Company Subsidiary has all material permits, licenses, authorizations, orders and approvals of, and has
made all filings, applications and registrations with, all Governmental Entities and Bank Regulators that are required in order
to permit it to own or lease its properties and to conduct its business as presently conducted; all such permits, licenses, certificates
of authority, orders and approvals are in full force and effect and no suspension or cancellation of any such permit, license,
certificate, order or approval is, to the Knowledge of the Company, threatened or will result from the consummation of the transactions
contemplated by this Agreement, subject to obtaining the Regulatory Approvals.


 


5.10.3.       Since
January 1, 2015, neither the Company nor any Company Subsidiary has received any written notification or any other communication
from any Bank Regulator (a) asserting that the Company or any Company Subsidiary is not in compliance with any of the statutes,
regulations or ordinances which such Bank Regulator enforces; (b) threatening to revoke any license, franchise, permit or
governmental authorization; (c) requiring or threatening to require the Company or any Company Subsidiary, or indicating that
the Company or any Company Subsidiary may be required, to enter into a cease and desist order, agreement or memorandum of understanding
or any other agreement with any federal or state governmental agency or authority which is charged with the supervision or regulation
of banks or engages in the insurance of bank deposits restricting or limiting, or purporting to restrict or limit the operations
of the Company or any Company Subsidiary, including without limitation any restriction on the payment of dividends; or (d) directing,
restricting or limiting, or purporting to direct, restrict or limit, in any manner the operations of the Company or any Company
Subsidiary, including without limitation any restriction on the payment of dividends (any such notice, communication, memorandum,
agreement or order described in this sentence is hereinafter referred to as a “Company Regulatory Agreement”).
Neither the Company nor any Company Subsidiary is a party to or is subject to any order, decree, agreement, memorandum of understanding
or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any Bank
Regulator or any federal or state governmental agency or authority charged with the supervision or regulation of issuers of securities
or the supervision or regulation of it. The most recent regulatory rating given to Farmers National as to compliance with the CRA
is satisfactory or better. There are no unresolved violations, criticisms or exceptions by any Regulatory Authority with respect
to any Company Regulatory Agreement. There is no injunction, order, judgment or decree imposed upon the Company or any Company
Subsidiary or the assets of the Company or any Company Subsidiary.


 




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5.10.4.       Since
the enactment of the Sarbanes-Oxley Act, the Company has been and is in compliance in all material respects with the applicable
provisions of the Sarbanes-Oxley Act.


 


		5.11.	Employee Benefit Plans.



 


5.11.1.       Neither
the Company nor any Company Subsidiary has any commitment to create any additional Company Compensation and Benefit Plan or to
modify, change or renew any existing Company Compensation and Benefit Plan, except as required to maintain the qualified status
thereof. The Company has made available to CFB, in its Securities Documents or otherwise, true and correct copies of the agreements
or other documents establishing and evidencing the Company Compensation and Benefit Plans.


 


5.11.2.       Each
Company Compensation and Benefit Plan has been operated and administered in all material respects in accordance with its terms
and with applicable law, including, but not limited to, ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination
in Employment Act, COBRA, HIPAA, the ACA and any regulations or rules promulgated thereunder, and all material filings, disclosures
and notices required by ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA,
HIPAA, ACA and any other applicable law have been timely made or any interest, fines, penalties or other impositions for late filings
have been paid in full. Each Company Compensation and Benefit Plan which is a Pension Plan and which is intended to be qualified
under Section 401(a) of the Code has received a favorable determination letter from the IRS, or is in the form of a prototype
or volume submitter plan that is the subject of a favorable opinion letter from the IRS on which the Company is entitled to rely,
and the Company is not aware of any circumstances which are reasonably likely to result in revocation of any such favorable determination
letter or opinion letter. There is no pending or, to the Knowledge of the Company, threatened action, suit or claim relating to
any of the Company Compensation and Benefit Plans (other than routine claims for benefits). Neither the Company nor any Company
Subsidiary has engaged in a transaction, or omitted to take any action, with respect to any Company Compensation and Benefit Plan
that would reasonably be expected to subject the Company or any Company Subsidiary to a material unpaid tax or penalty imposed
by either Sections 4975, 4980B or 5000 of the Code or Section 502 of ERISA.


 


5.11.3.       Neither
the Company nor any entity with which it is or was ever considered one employer under Section 4001(b)(1) of ERISA or Section 414
of the Code (a “Company ERISA Affiliate”) maintains a plan subject to Title IV of ERISA, or contributes to or
is obligated to contribute to a “multiemployer plan,” as defined in Section 3(37) of ERISA. Neither the Company,
nor any Company ERISA Affiliate, nor any Company Compensation and Benefit Plan, including any Company Pension Plan, nor any trust
created thereunder, nor any trustee or administrator thereof has engaged in a transaction in connection with which the Company,
any Company ERISA Affiliate, and any Company Compensation and Benefit Plan, including any Company Pension Plan or any such trust
or any trustee or administrator thereof, could reasonably be expected to be subject to either a civil liability or penalty pursuant
to Section 409, 502(i) or 502(l) of ERISA or a tax imposed pursuant to Chapter 43 of the Code.


 




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5.11.4.       All
contributions required to be accrued under the terms of any Company Compensation and Benefit Plan have been timely accrued, and
all anticipated contributions and funding obligations are accrued on the Company’s consolidated financial statements to the
extent required by GAAP. The Company and each Company Subsidiary has expensed and accrued as a liability the present value of future
benefits under each applicable Company Compensation and Benefit Plan for financial reporting purposes as required by GAAP.


 


5.11.5.       Except
as set forth in Company Disclosure Schedule 5.11.5, neither the Company nor any Company Subsidiary has any obligations to provide
retiree health, life insurance, death benefits, or disability insurance, under any Company Compensation and Benefit Plan, other
than benefits mandated by Section 4980B of the Code. There has been no communication to employees by the Company or any Company
Subsidiary that would reasonably be expected to promise or guarantee such employees retiree health, life insurance, or disability
insurance, or any retiree death benefits.


 


5.11.6.       The
Company and its Subsidiaries do not maintain any Company Compensation and Benefit Plans covering employees who are not United States
residents.


 


5.11.7.       With
respect to each Company Compensation and Benefit Plan, if applicable, the Company has provided or made available to CFB copies
of the: (a) trust instruments and insurance contracts; (b)  most recent Forms 5500 filed with the IRS, including all
schedules and attachments thereto; (c)  most recent actuarial reports and financial statements; (d) most recent summary plan
description; (e) most recent determination letter issued by the IRS; (f) any Form 5310 or Form 5330 filed with the IRS
within the last year; and (g) most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and
401(m) tests.


 


5.11.8.       All
deferred compensation plans, programs or arrangements of the Company and any Company Subsidiary are in compliance, both in form
and operation, with Section 409A of the Code and all guidance issued thereunder.


 


		5.12.	Environmental Matters.



 


With
respect to the Company and each Company Subsidiary:


 


(A)       To
the Company’s Knowledge, neither the conduct nor operation of its business nor any condition of any property currently or
previously owned or operated by it (including, without limitation, in a fiduciary or agency capacity), or on which it holds a lien,
results or resulted in a violation of or gives rise to any potential material liability under, any Environmental Laws that is reasonably
likely to impose a material liability (including a remediation obligation) upon the Company or any Company Subsidiary. No condition
has existed or event has occurred with respect to any of them or any such property that, with notice or the passage of time, or
both, is reasonably likely to result in any material liability to the Company or any Company Subsidiary by reason of any Environmental
Laws. Neither the Company nor any Company Subsidiary during the past five years has received any written notice from any Person
or Governmental Entity that the Company or any Company Subsidiary or the operation or condition of any property ever owned, operated,
or held as collateral or in a fiduciary capacity by any of them are currently in violation of or otherwise are alleged to have
liability under any Environmental Laws or relating to Materials of Environmental Concern (including, but not limited to, responsibility
(or potential responsibility) for the cleanup or other remediation of any Materials of Environmental Concern at, on, beneath, or
originating from any such property) for which a material liability may be reasonably likely to be imposed upon the Company or any
Company Subsidiary.


 




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(B)       There
is no suit, claim, action, demand, executive or administrative order, directive, investigation or proceeding pending or, to the
Company’s Knowledge, threatened, before any court, governmental agency or other forum against the Company or any Company
Subsidiary (a) for alleged noncompliance (including by any predecessor) with, or liability under, any Environmental Law or
(b) relating to the presence of or release (defined herein) into the environment of any Materials of Environmental Concern
(as defined herein), whether or not occurring at or on a site owned, leased or operated by the Company or any Company Subsidiary.


 


		5.13.	Securities Documents



 


The
Company has made available to CFB copies of its (a) annual reports on Form 10-K for the years ended December 31, 2017, 2016
and 2015, and (b) proxy materials used or for use in connection with its meetings of shareholders held or to be held in 2018,
2017 and 2016. Such reports and such proxy materials complied, at the time filed with the SEC, in all material respects, with the
Securities Laws.


 


		5.14.	Brokers, Finders and Financial Advisors.



 


Neither
the Company nor any Company Subsidiary, nor any of their respective officers, directors, employees or agents, has employed any
broker, finder or financial advisor in connection with the transactions contemplated by this Agreement, or incurred any liability
or commitment for any fees or commissions to any such person in connection with the transactions contemplated by this Agreement
except for the retention of Raymond James & Associates, Inc. (“Raymond James”) and the fee payable pursuant thereto.


 


		5.15.	Company Common Stock.



 


The
shares of Company Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement,
will be duly authorized, validly issued, fully paid and non-assessable and subject to no preemptive rights.


 


		5.16.	Company Information Supplied.



 


5.16.1.       The
information relating to the Company and any Company Subsidiary to be contained in the Merger Registration Statement, or in any
other document filed with any Bank Regulator or other Governmental Entity in connection herewith, 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.


 


5.16.2.       The
Merger Registration Statement will comply with the provisions of the Exchange Act and the rules and regulations thereunder and
the provisions of the Securities Act and the rules and regulations thereunder, except that no representation or warranty is made
by the Company with respect to statements made or incorporated by reference therein based on information supplied by CFB specifically
for inclusion or incorporation by reference in the Merger Registration Statement.


 


5.16.3.       The
information supplied by the Company and any Company Subsidiary for inclusion in the Applications will, at the time each such document
is filed with any Bank Regulator and up to and including the dates of any required regulatory approvals or consents, as such Applications
may be amended by subsequent filings, be accurate in all material respects.


 




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		5.17.	Loan Portfolio.



 


All
loans receivable (including discounts) and accrued interest entered on the books of the Company and the Company Subsidiaries arose
out of bona fide arm’s-length transactions, were made for good and valuable consideration in the ordinary course of the Company’s
or the appropriate Company Subsidiary’s respective business, and the notes or other evidences of indebtedness with respect
to such loans (including discounts), and all pledges, mortgages, deeds of trust and other collateral documents or security instruments
relating thereto, are valid, true and genuine and are what they purport to be. To the Company’s Knowledge, the loans, discounts
and the accrued interest reflected on the books of the Company and the Company Subsidiaries are subject to no defenses, set-offs
or counterclaims (including, without limitation, those afforded by usury or truth-in-lending laws), except as may be provided by
bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by general principles of equity. With respect
to all such loans, the Company or a Company Subsidiary has good and marketable title, free and clear of any and all encumbrances,
liens, pledges, equities, claims, charges, rights of first refusal or similar rights or security interests of any nature encumbering
such loan and are evidenced by notes, agreements or other evidences of indebtedness which are true, genuine and correct, and to
the extent secured, are secured by valid liens and security interests that are legal, valid and binding obligations of the maker
thereof, enforceable in accordance with the respective terms thereof, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws or equitable principles affecting the enforcement of creditors’ rights,
which have been perfected.


 


		5.18.	Investment Securities and Commodities.



 


5.18.1.       The
Company and all Company Subsidiaries have good title to all securities and commodities owned by them (except those sold under repurchase
agreements or held in any fiduciary or agency capacity), free and clear of any liens and encumbrances, except to the extent such
securities or commodities are pledged in the ordinary course of business to secure obligations of the Company or any Company Subsidiary.
Such securities and commodities are valued on the books of the Company in accordance with GAAP.


 


5.18.2.       The
Company and all Company Subsidiaries and their respective businesses employ, and have acted in compliance in all material respects
with, 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. Before the date hereof, the Company has made available to CFB its
material policies, practices and procedures.


 


		5.19.	Related Party Transactions.



 


All
transactions (including any loan or other credit accommodation) between the Company or any Company Subsidiary and any Affiliate
of the Company or any Company Affiliate: (a) were made in the ordinary course of business, (b) were made on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other
Persons, and (c) did not involve substantially more than the normal risk of collectability or present other unfavorable features
(as such terms are used under Regulation O of the FRB). No loan or credit accommodation to any Affiliate of the Company or any
Company Subsidiary is presently in default or, during the three year period prior to the date of this Agreement, has been in default
or has been restructured, modified or extended. Neither the Company nor any Company Subsidiary has been notified that principal
and interest with respect to any such loan or other credit accommodation will not be paid when due or that the loan grade classification
accorded such loan or credit accommodation by the Company is inappropriate.


 




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		5.20.	Risk Management Instruments.



 


All
interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar risk management arrangements,
whether entered into for the Company’s own account, or for the account of one or more of the Company’s Subsidiaries
or their customers, were entered into in the ordinary course of business consistent with past practice and in compliance with all
applicable laws, rules, regulations and regulatory policies, and with counterparties believed at the time to be financially responsible
and able to understand (either alone or in consultation with their advisors) and to bear the risks of such transactions; and each
of them constitutes the valid and legally binding obligation of the Company or one of its Subsidiaries, enforceable in accordance
with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles),
and is in full force and effect. Neither the Company nor any Company Subsidiary, nor to the Knowledge of the Company any other
party thereto, is in breach of any of its obligations under any such agreement or arrangement in any respect and there are no allegations
or assertions of such by any party thereunder.


 


		5.21.	Intellectual Property.



 


The
Company and each Company Subsidiary (a) owns or possesses valid and binding licenses and other rights (subject to expirations in
accordance with their respective terms) to use any and all patents, copyrights, trade secrets, trade names, service marks and trademarks,
and (b) is a party to valid and binding licenses for any software, which are required for the Company and each Company Subsidiary
to conduct their respective businesses as currently conducted. Neither the Company nor any Company Subsidiary has received any
notice or has any Knowledge of any actual or threatened conflict with respect to any patents, copyrights, trade secrets, trade
names, service marks, trademarks, or licensed software used by the Company or any Company Subsidiary in their respective businesses
as currently conducted. The Company and each Company Subsidiary has performed all of the obligations required to be performed as
of the date of this Agreement, and is not in default in any material respect, under any license, contract, agreement, arrangement
or commitment relating to any of the foregoing. Neither the Company nor any Company Subsidiary has received any charge, complaint,
claim, demand or notice alleging that it has infringed upon, diluted, misappropriated or otherwise violated any intellectual property
owned or controlled by any third party, and no third party has infringed, diluted, misappropriated or otherwise violated any intellectual
property rights of the Company or any Company Subsidiary. The Company and each Company Subsidiary (a) owns or possesses confidential
information, including, but not limited to, customer lists and customer data, (b) has taken reasonable steps to protect such confidential
information from unintended disclosure, and (c) represents and warrants that, to its Knowledge, such confidential information has
not been disclosed to any third parties other than their Affiliates, third parties with which they have contractual nondisclosure
agreements or CFB and its Affiliates.


 


		5.22.	Labor Matters.



 


There
are no labor or collective bargaining agreements to which the Company or any Company Subsidiary is a party. There is no union organizing
effort pending or to the Knowledge of the Company, threatened against the Company or any Company Subsidiary. There is no labor
strike, labor dispute (other than routine employee grievances that are not related to union employees), work slowdown, stoppage
or lockout pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary. There is no unfair
labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or any
Company Subsidiary (other than routine employee grievances that are not related to union employees). The Company and each Company
Subsidiary is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms
and conditions of employment and wages and hours, including but not limited to the Fair Labor Standards Act, the Family and Medical
Leave Act, Title VII of the Civil Rights Act, the Immigration and Nationality Act, and the National Labor Relations Act, and are
not engaged in any unfair labor practice. The Company and each Company Subsidiary represents that they have not made any commitments
to others inconsistent with or in derogation of any of the foregoing. There are no pending or, to the Knowledge of the Company,
threatened claims or suits against the Company or any Company Subsidiary, or for which any of them might be legally responsible,
under any labor or employment law or brought or made by a current or former employee or applicant. Neither the Company nor any
Company Subsidiary is delinquent in any material respect in payments to any of its current or former officers, directors, managers,
members, partners, employees or independent contractors for any wages, salaries, commissions, bonuses, benefits, expenses, or other
compensation for any services performed or amounts required to be reimbursed, or has, to its Knowledge, any liability, whether
actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee,
or with respect to any employee leased from another employer.


 




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		5.23.	Fairness Opinion.



 


The
board of directors of the Company has received an opinion from Raymond James to the effect that, subject to the terms, conditions
and qualifications set forth therein, as of the date hereof, the Merger Consideration to be paid by the Company in the Merger,
is fair to the Company, from a financial point of view, which opinion will be confirmed in writing dated as of the date of this
Agreement. Such opinion has not been amended or rescinded as of the date of this Agreement.


 


		5.24.	Financing.



 


As
required by this Agreement, two (2) Business Days prior to the Closing Date, the Company will have sufficient available cash to
pay the amounts required to be paid to CFB shareholders pursuant to this Agreement and shares available and reserved to pay the
Per Share Stock Consideration, upon consummation of the Merger.


 


		5.25.	No Other Representations or Warranties.



 


5.25.1.       Except
for the representations and warranties made by the Company in this Article V and for the disclosures contained in the Company Disclosure
Schedule, 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.


 


5.25.2.       The
Company acknowledges and agrees that neither CFB nor any other person has made or is making any express or implied representation
or warranty other than those contained in Article IV and in the CFB Disclosure Schedule.


 


ARTICLE
VI

COVENANTS OF CFB


 


		6.1.	Conduct of Business.



 


6.1.1.       Affirmative
Covenants. During the period from the date of this Agreement to the Effective Time, except as expressly contemplated or permitted
by this Agreement, required by law or as consented to in writing by the Company, which consent will not be unreasonably withheld,
conditioned or delayed, CFB will, and it will cause each CFB Subsidiary to: operate its business, only in the usual, regular and
ordinary course of business; use reasonable efforts to preserve intact its business organization and assets and maintain its rights
and franchises; and voluntarily take no action which would, or would be reasonably likely to, (a) adversely affect the ability
of the parties to obtain any Regulatory Approvals or other approvals of Governmental Entities required for the transactions contemplated
hereby or increase the period of time necessary to obtain such approvals, or (b) adversely affect its ability to perform its
covenants and agreements under this Agreement.


 




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6.1.2.       Negative
Covenants. CFB agrees that from the date of this Agreement to the Effective Time, except as otherwise specifically provided,
permitted or required by this Agreement, set forth in CFB Disclosure Schedule 6.1.2, required by law or regulation or any Governmental
Entity or consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), it
will not, and it will cause each CFB Subsidiary not to:


 


(A)       change
or waive any provision of its articles of incorporation, or bylaws, or appoint a new director to its board of directors (except
as to the appointment of a new director, as necessary to maintain any minimum number of directors pursuant to a regulatory requirement
or its articles of incorporation or bylaws);


 


(B)       change
the number of authorized or issued shares of its capital stock, issue shares of CFB Common Stock or issue or grant any Right or
agreement of any character relating to its authorized or issued capital stock or securities convertible into shares of such stock,
make any grant or award under any equity compensation plan or arrangement, or split, combine or reclassify shares of its capital
stock, or declare, set aside or pay any dividend or other distribution in respect of capital stock (except for (i) regular semi-annual
cash dividends by CFB on outstanding shares of CFB Common Stock at a rate not in excess of $0.25 per
share payable in June and December in accordance with past practice, provided, however, that CFB may change its cash dividend payment
schedule to a quarterly cash dividend so long as its quarterly cash dividend payment does not exceed $0.125 per share, and (ii)
dividends declared and paid by Community First Bank with respect to its outstanding shares of Community First Preferred Stock in
accordance with the respective terms thereof), or redeem or otherwise acquire any shares of its capital stock other than
a security interest or as a result of the enforcement of a security interest; 


 


(C)       enter
into, amend in any material respect or terminate any material contract or agreement (including without limitation any settlement
agreement with respect to litigation other than pursuant to any payment, discharge, settlement or compromise permitted pursuant
to Section 6.1.2(T)), or waive, release, grant or transfer material rights of value except in the ordinary course of business;


 


(D)       make
application for the opening or closing of any, or open or close any, branch or automated banking facility;


 


(E)       grant
or agree to pay any bonus, severance or termination to, or enter into, renew or amend any employment agreement, severance agreement
and/or supplemental executive agreement with, or increase in any manner the compensation or fringe benefits of, any of its directors,
officers or employees, except as may be required by law, or promote any employee to a rank having a title of vice president or
other more senior rank, or hire any new employee, other than the hiring of at-will, non-officer employees to fill vacancies that
may from time to time arise in the ordinary course of business; notwithstanding the foregoing, CFB may increase the compensation
of any non-contract employee (i.e., any employee who is not a party to an employment, severance or change-in-control agreement
with CFB or any CFB Subsidiary and who is not a participant in any CFB SERP) in the ordinary course of business and consistent
with past practices, provided, however, that no such increase shall be in an amount greater than 3% of the prior compensation level
of such employee;


 




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(F)       enter
into or, except as may be required by law, materially modify any pension, retirement, stock option, stock purchase, stock appreciation
right, stock grant, savings, profit sharing, deferred compensation, supplemental retirement, consulting, bonus, group insurance
or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect
of any of its directors, officers or employees; or make any contributions to any defined contribution plan not in the ordinary
course of business consistent with past practice;


 


(G)       merge
or consolidate CFB or any CFB Subsidiary with any other institution; sell or lease all or any substantial portion of the assets
or business of CFB or any CFB Subsidiary; make any acquisition of all or any substantial portion of the business or assets of any
other person, firm, association, corporation or business organization other than in connection with foreclosures, settlements in
lieu of foreclosure, troubled loan or debt restructuring, or the collection of any loan or credit arrangement between CFB or any
CFB Subsidiary and any other person; enter into a purchase and assumption transaction with respect to deposits and liabilities;
voluntarily revoke or surrender any certificate of authority to maintain, or file an application for the relocation of, any existing
branch office, or file an application for a certificate of authority to establish a new branch office; provided, however, that
CFB intends, and will continue, to sell shares of stock from its investment securities portfolio, including financial institution
shares, consistent with CFB’s past practice, with the parties’ intention being that CFB’s investment securities
portfolio will be fully liquidated by the Closing Date;


 


(H)       issue
any equity or debt securities; or sell or otherwise dispose of any material asset; except for transactions with the FHLB, subject
any asset to a lien, pledge, security interest or other encumbrance other than in the ordinary course of business consistent with
past practice; or incur any indebtedness for borrowed money (or guarantee any indebtedness for borrowed money), except in the ordinary
course of business consistent with past practice;


 


(I)       materially
change any method, practice or principle of accounting, except as may be required from time to time by GAAP (without regard to
any optional early adoption date) or any Regulatory Authority responsible for regulating CFB or any CFB Subsidiary;


 


(J)       except
for foreclosure and collection matters, waive, release, grant or transfer material rights of value or modify or change in any material
respect any existing material agreement or indebtedness to which CFB or any CFB Subsidiary is a party, other than in the ordinary
course of business, consistent with past practice;


 


(K)       purchase
any securities other than securities issued by the U.S. government or U.S. government agencies with maturities of three (3) years
or less or sell any securities other than sales consistent with CFB’s past practice;


 


(L)       except
for commitments issued prior to the date of this Agreement which have not yet expired and which have been disclosed on the CFB
Disclosure Schedule 6.1.2 (L), and the renewal of existing lines of credit, make any new loan or other credit facility commitment
(including without limitation, lines of credit and letters of credit) in an amount in excess of $250,000 for a commercial loan,
or in excess of $417,000 for a non-conforming residential loan. In addition, the prior approval of the Company is required with
respect to the following: (i) any new loan or credit facility commitment in an amount of $150,000 or greater to any borrower or
group of affiliated borrowers whose credit exposure with CFB, in the aggregate, exceeds $500,000 prior thereto or as a result thereof;
(ii) any new loan or credit facility commitment in excess of $417,000 with respect to a non-conforming residential mortgage loan
or $150,000 with respect to a home equity line of credit, in either case to any person residing, or any property located, outside
of the Commonwealth of Pennsylvania; (iii) any new unsecured loan in excess of $25,000; and (iv) any new loan or loan commitment
to any director or executive officer (it being understood and agreed that the Company will use its reasonable best efforts to respond
within five Business Days to a request by CFB for Company’s written consent to extend credit in amounts exceeding the thresholds
described herein);


 




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(M)       enter
into, renew, extend or modify any transaction (other than a deposit transaction in the ordinary course of business) with any Affiliate;


 


(N)       enter
into any futures contract, option, interest rate cap, interest rate floor, interest rate exchange agreement or other agreement
or take any other action for purposes of hedging the exposure of its interest-earning assets and interest-bearing liabilities to
changes in market rates of interest;


 


(O)       make
any material change in policies in existence on the date of this Agreement with regard to: the extension of credit, or the establishment
of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability
management; deposit pricing or gathering; or other material banking policies except as may be required by changes in applicable
laws, regulations or GAAP or by any Bank Regulator;


 


(P)       except
for the execution of this Agreement, and the transactions contemplated herein, take any action that would give rise to an acceleration
of the right to payment to any individual under any CFB Compensation and Benefit Plan;


 


(Q)       make
any capital expenditure in excess of $10,000 individually or $25,000 in the aggregate, other than expenditures necessary to maintain
existing assets in good repair;


 


(R)       purchase
or otherwise acquire any material asset or incur any material liability other than in the ordinary course of business consistent
with past practices and policies;


 


(S)       undertake
or enter into any lease, contract or other commitment for its account, other than in the ordinary course of business, involving
a payment of more than $5,000 annually, or containing any financial commitment in excess of $15,000 in the aggregate and extending
beyond 24 months from the date hereof;


 


(T)       except
with respect to foreclosures or other collection actions (which are set forth in CFB Disclosure Schedule 6.1.2(T)), pay, discharge,
settle or compromise any claim, action, litigation, arbitration or proceeding, other than any such payment (except to the extent
paid or reimbursed by insurance), discharge, settlement or compromise in the ordinary course of business consistent with past practice
that involves solely money damages in the amount not in excess of $10,000 individually or, for each fiscal quarter, $25,000 in
the aggregate, and that does not create negative precedent for other pending or potential claims, actions, litigation, arbitration
or proceedings, or waive or release any material rights or claims, or agree to consent to the issuance of any injunction, decree,
order or judgment restricting or otherwise affecting its business or operations, it being understood and agreed that the Company
will use its reasonable best efforts to respond within five Business Days to a request by CFB for the Company’s written consent
to pay, discharge, settle or compromise a claim in amounts exceeding the thresholds described herein;


 


(U)       foreclose
upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property
or foreclose upon any commercial real estate if such environmental assessment indicates the presence of a Materials of Environmental
Concern;


 




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(V)       purchase
or sell any mortgage loan servicing rights other than in the ordinary course of business consistent with past practice;


 


(W)       sell
any participation interest in any loan other than in the ordinary course of business consistent with past practice or sell any
Real Estate Owned (other than sales that generate a net book loss of not more than $10,000 for any particular property) it being
understood and agreed that the Company will use its reasonable best efforts to respond within five Business Days to a request by
CFB for the Company’s written consent to sell Real Estate Owned for a loss exceeding the threshold described herein;


 


(X)       issue
any broadly distributed communication of a general nature to employees (including general communications relating to benefits and
compensation) without prior consultation with the Company and, to the extent relating to post-Closing employment, benefit or compensation
information without the prior consent of the Company (which shall not be unreasonably withheld) or issue any broadly distributed
communication of a general nature to customers without the prior approval of the Company (which shall not be unreasonably withheld),
except as required by law or for communications in the ordinary course of business consistent with past practice that do not relate
to the Merger or other transactions contemplated hereby;


 


(Y)       enter
into any new line of business;


 


(Z)       take
any voluntary action that is intended or is reasonably likely to result in any of the representations and warranties of CFB set
forth in this Agreement becoming untrue as of any date after the date hereof or in any of any of the closing conditions set forth
in Article IX hereof not being satisfied; or


 


(AA)agree
to do any of the foregoing.


 


		6.2.	Current Information and Cooperation.



 


6.2.1.       Subject
to compliance with applicable law, regulation and policy, during the period from the date of this Agreement to the Effective Time,
CFB will cause one or more of its representatives to confer with representatives of the Company and report the general status of
its ongoing operations at such times as the Company may reasonably request. CFB will promptly notify the Company of any material
change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law,
of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or
the institution or the threat of litigation involving CFB or any CFB Subsidiary. Without limiting the foregoing, senior officers
of the Company and CFB shall meet on a reasonably regular basis (expected to be at least monthly) to review the financial, credit
and operational affairs, and the like, of CFB and its Subsidiaries, subject to relevant provisions of applicable law.


 


6.2.2.       CFB
and the Company shall meet on a regular basis to discuss and plan for the conversion of CFB’s data processing and related
electronic informational systems to those used by Farmers National, which planning shall include, but not be limited to, discussion
of the possible termination by CFB of third-party service provider arrangements effective at the Effective Time or at a date thereafter,
non-renewal of personal property leases and software licenses used by CFB in connection with its systems operations, retention
of outside consultants and additional employees to assist with the conversion, and outsourcing, as appropriate, of proprietary
or self-provided system services, it being understood that CFB shall not be obligated to take any such action prior to the Effective
Time and, unless CFB otherwise agrees, no conversion shall take place prior to the Effective Time. In the event that CFB takes,
at the request of Farmers National, any action relative to third parties to facilitate the conversion that results in the imposition
of any fees or charges, Farmers National shall indemnify CFB for any such fees and charges, and the costs of reversing the conversion
process, if for any reason the Merger is not consummated for any reason other than a breach of this Agreement by the Company.


 




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6.2.3.       Each
of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause
to be done, and to assist and cooperate with the other party in doing, all things necessary, proper, and advisable to consummate
and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement including, without
limitation, any actions, assistance or cooperation necessary in preparation for the conversion and integration of CFB’s operations
into the Company’s operations. Notwithstanding any other provision contained in this Agreement, neither the Company nor Farmers
National shall under any circumstance be permitted to exercise control of CFB or any CFB Subsidiaries prior to the Effective Time.


 


6.2.4.       On
a monthly basis, CFB shall provide the Company with a written list of nonperforming assets (the term “nonperforming assets,”
for purposes of this subsection, means (a) loans that are Troubled Debt Restructurings, (b) loans on nonaccrual or non-performing
status, (c) REO, (d) all loans thirty (30) days or more past due as to principal or interest and still accruing) as of the end
of such month and (e) and impaired loans. Within seven (7) days of the end of each month, CFB shall provide the Company with a
schedule of all loan approvals, which schedule shall indicate the loan amount, loan type and other material features of the loan.
On a monthly basis, CFB shall provide the Company with the following reports: (a) watch list report, (b) classified asset report,
(c) net charge-offs, (d) loan loss reserve analysis, (e) individual asset quality write ups, and (f) pipeline report.


 


6.2.5.       CFB
shall promptly inform the Company upon receiving notice of any legal, administrative, arbitration or other proceedings, demands,
notices, audits or investigations by any federal, state or local commission, agency or board relating to the alleged liability
of CFB or any CFB Subsidiary under any labor or employment law, or related to any claims made by or threatened by any current or
former employee or applicant.


 


6.2.6.       CFB
shall undertake to obtain new appraisal reports (which appraisal reports shall include the appraised value based on both a current
market value basis and the liquidation value basis of the underlying collateral) from a qualified independent third party appraisal
firm with respect to all collateral securing loans which CFB or any CFB Subsidiary has classified as substandard, doubtful or loss
and will use its best efforts to have such new appraisals obtained promptly, but in no event less than five Business Days prior
to the Closing Date; provided, however, that in the event this Agreement is terminated pursuant to Article XI (other than a termination
by the Company pursuant to Section 11.1.2 or 11.1.3 or a termination pursuant to Section 11.1.7 or 11.1.8), the Company shall reimburse
CFB for any expenses actually incurred as a result of or in connection with this Section 6.2.6.


 


6.2.7.       CFB
and Community First Bank shall permit a representative of the Company to attend any meeting of their respective loan review or
other loan committee as an observer; provided, however, that CFB and Community First Bank shall not be required to
permit the Company representative to remain present during any confidential discussion of this Agreement and the transactions contemplated
hereby or any third party proposal to acquire control of CFB or during any other matter that the respective Board of Directors
or committee thereof has reasonably determined to be confidential with respect to the Company’s participation.


 




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		6.3.	Access to Properties and Records.



 


Subject
to Section 12.1 hereof, CFB shall permit the Company reasonable access during normal business hours upon reasonable written
notice to its properties and those of the CFB Subsidiaries, and shall disclose and make available to the Company during normal
business hours all of its books, papers and records relating to the assets, properties, operations, obligations and liabilities,
including, but not limited to, all books of account (including the general ledger), tax records, minute books of directors’
(other than minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter CFB determines
based on the advice of legal counsel should be treated as confidential) and shareholders’ meetings, organizational documents,
bylaws, contracts and agreements, filings with any regulatory authority, plans affecting employees, and any other business activities
or prospects in which the Company may have a reasonable interest; provided, however, that CFB shall not be required to take
any action that would provide access to or to disclose information where such access or disclosure would violate or prejudice the
rights or business interests or confidences of any customer or other person or would result in the waiver by it of the privilege
protecting communications between it and any of its counsel or that is otherwise prohibited by law or contractual agreement. The
Company shall not interfere unreasonably with CFB’s regular business operations during any such access to CFB’s property,
books and records.


 


		6.4.	Financial and Other Statements.



 


6.4.1.       Promptly
upon receipt thereof, CFB will furnish to the Company copies of each annual, interim or special audit of the books of CFB and the
CFB Subsidiaries made by its independent auditors and copies of all internal control reports submitted to CFB by such auditors
in connection with each annual, interim or special audit of the books of CFB and the CFB Subsidiaries made by such auditors.


 


6.4.2.       As
soon as reasonably available, CFB will furnish to the Company copies of all documents, statements and reports that it or any CFB
Subsidiary shall send to its shareholders or, to the extent legally permitted to do so, any Bank Regulator. Within ten (10) Business
Days after the end of each quarter, CFB will deliver to the Company a consolidated balance sheet and a consolidated statement of
income, without related notes, for such period prepared in accordance with current financial reporting practices. Within three
(3) days following each meeting of the Board of Directors of CFB or Community First Bank, CFB will deliver to the Company a monthly
financial reporting package for the previous month and previous month on a year to date basis, in the same form as is delivered
to the respective Board of Directors of CFB and Community First Bank, prepared in accordance with current financial reporting practices.


 


6.4.3       To
the extent legally permitted to so, CFB will advise the Company promptly of the receipt of any written communication of any Bank
Regulator with respect to the condition or activities of CFB or any of the CFB Subsidiaries; provided further that if CFB is not
legally permitted to furnish the Company with such written communication without having received the approval of a Bank Regulator,
CFB Shall promptly request such approval from the applicable Bank Regulator.


 


6.4.4.       With
reasonable promptness, CFB will furnish to the Company such additional financial data that CFB possesses and as the Company may
reasonably request, including without limitation, detailed monthly financial statements and loan reports.


 




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		6.5.	Maintenance of Insurance.



 


CFB
shall maintain, and cause each CFB Subsidiary to maintain, insurance in such amounts as are reasonable to cover such risks as are
customary in relation to the character and location of their properties and the nature of their business, but in no event shall
such coverage be less than coverage by the policies in place as of the date of this Agreement.


 


	 	6.6.	Disclosure Supplements.




 


From
time to time as necessary (but in any event, as of a date within three Business Days prior to the Effective Time), CFB will supplement
or amend the CFB Disclosure Schedule delivered in connection herewith with respect to any matter hereafter arising which,
if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such CFB
Disclosure Schedule or which is necessary to correct any information in such CFB Disclosure Schedule which has been rendered
inaccurate thereby. Notwithstanding the foregoing, CFB shall promptly notify the Company if any representation or warranty of CFB
becomes materially inaccurate but in no event more than five (5) Business Days after CFB has Knowledge of such material inaccuracy.
No supplement or amendment to such CFB Disclosure Schedule shall have any effect for the purpose of determining satisfaction
of the conditions set forth in Article IX.


 


		6.7.	Consents and Approvals of Third Parties.



 


CFB
shall use all commercially reasonable efforts to obtain as soon as practicable all consents and approvals of third parties necessary
or desirable for the consummation of the Merger, the Bank Merger and all other transactions contemplated by this Agreement prior
to the Effective Time.


 


		6.8.	Failure to Fulfill Conditions.



 


In
the event that CFB determines that a condition to its obligation to complete the Merger or the Bank Merger cannot be fulfilled
and that it will not waive that condition, it will promptly notify the Company.


 


		6.9.	Reasonable Best Efforts.



 


Subject
to the terms and conditions herein provided, CFB agrees to use all commercially reasonable best efforts to take, or cause to be
taken, all action 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 Merger, the Bank Merger and all other transactions contemplated by this Agreement.


 


		6.10.	No Solicitation.



 


6.10.1.       Except
as provided in this Section 6.10 or elsewhere in this Agreement, from the date of this Agreement until the earlier to occur of
the Closing or the termination of this Agreement in accordance with its terms, CFB shall not, and shall cause its Subsidiaries
and its and their respective officers, directors, employees, investment bankers, financial advisors, attorneys, accountants, consultants,
affiliates and other agents (collectively, the “Representatives”) not to, directly or indirectly, (a) initiate,
solicit or knowingly encourage, or take any other action to knowingly facilitate the making of any inquiry, offer or proposal which
constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (b) participate in any discussions or negotiations
regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than the Company) any information
or data with respect to CFB or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; (c)  release any
Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which CFB is
a party; or (d) enter into any agreement, agreement in principle or letter of intent with respect to any Acquisition Proposal or
approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of intent relating to
an Acquisition Proposal. Any violation of the foregoing restrictions by CFB, any CFB Subsidiary or any Representative, whether
or not such Representative is so authorized and whether or not such Representative is purporting to act on behalf of CFB or otherwise,
shall be deemed to be a breach of this Agreement by CFB. CFB and its Subsidiaries shall, and shall cause each of CFB Representatives
to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons
with respect to any existing or potential Acquisition Proposal.


 




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For
purposes of this Agreement, “Acquisition Proposal” shall mean any inquiry, offer or proposal (other than an
inquiry, offer or proposal from the Company), whether or not in writing, contemplating, relating to, or that could reasonably be
expected to lead to, an Acquisition Transaction. For purposes of this Agreement, “Acquisition Transaction” shall
mean (a) any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange,
liquidation, dissolution or similar transaction involving CFB or any of its Subsidiaries; (b) any transaction pursuant to
which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly,
any assets of CFB or any of its Subsidiaries representing, in the aggregate, twenty-five percent (25%) or more of the assets
of CFB and its Subsidiaries on a consolidated basis; (c) any issuance, sale or other disposition of (including by way of merger,
consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities
convertible into, such securities) representing twenty-five percent (25%) or more of the outstanding securities of CFB or
any of its Subsidiaries; (d) any tender offer or exchange offer that, if consummated, would result
in any third party or group beneficially owning twenty-five percent (25%) or more of any class of equity securities of CFB
or any of its Subsidiaries; or (e) any transaction which is similar in form, substance or purpose to any of the foregoing
transactions, or any combination of the foregoing.


 


6.10.2.       Notwithstanding
Section 6.10.1, CFB may take any of the actions described in clauses (b) or (d) of the first paragraph of Section 6.10.1
if, but only if, (a) CFB has received a bona fide unsolicited written Acquisition Proposal that did not result from a breach
of this Section 6.10; (b) the Board of Directors of CFB determines in good faith, after consultation with its outside
legal counsel and its independent financial advisor, that such Acquisition Proposal constitutes or is reasonably likely to lead
to a Superior Proposal; (c) prior to furnishing or affording access to any information or data with respect to CFB or any of its
Subsidiaries or otherwise relating to an Acquisition Proposal, CFB receives from such Person a confidentiality agreement with terms
no less favorable to CFB than those contained in the letter agreement, dated as of December 14, 2017, by and between the Company
and Bybel Rutledge LLP, on behalf of CFB, and (d) the Board of Directors of CFB determines in good faith, after consultation with
its outside legal counsel, that the failure to take any such actions would be reasonably likely to violate its fiduciary duties
under applicable laws. CFB shall promptly provide to the Company any non-public information regarding CFB or its subsidiaries provided
to any other Person that was not previously provided to the Company, such additional information to be provided no later than the
date of provision of such information to such other party.


 


For
purposes of this Agreement, “Superior Proposal” shall mean any unsolicited bona fide written proposal (on its
most recently amended or modified terms, if amended or modified) made by a third party to enter into an Acquisition Transaction
on terms that the Board of Directors of CFB reasonably determines in its good faith judgment, after consultation with outside legal
counsel and its financial advisor, (a) would, if consummated, result in the acquisition of all, but not less than all, of
the issued and outstanding shares of CFB Common Stock or all, or substantially all, of the assets of CFB and its Subsidiaries on
a consolidated basis; (b) would be reasonably likely to result in a transaction that (i) involves consideration to the
holders of the shares of CFB Common Stock that is more favorable than the Merger Consideration to be paid to CFB’s shareholders
pursuant to this Agreement, considering, among other things, the nature of the consideration being offered, any regulatory approvals
or other risks associated with the timing and consummation of the proposed transaction beyond, or in addition to, those specifically
contemplated hereby, and which proposal is not conditioned upon obtaining additional financing and (ii) is, in light of the
other terms of such proposal, more favorable to CFB than the Merger and the transactions contemplated by this Agreement; and (c) is
reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and
other aspects of the proposal.


 




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6.10.3.       CFB
shall promptly (and in any event within forty-eight (48) hours) notify the Company in writing if any proposals or offers are
received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with,
CFB or any CFB Representatives, in each case in connection with any Acquisition Proposal, and such notice shall indicate the name
of the Person initiating such discussions or negotiations or making such proposal, offer or information request and the material
terms and conditions of any proposals or offers unless (a) such materials constitute confidential information of the party
making such offer or proposal under an effective confidentiality agreement, (b) disclosure of such materials jeopardizes the
attorney-client privilege or (c) disclosure of such materials contravenes any law, rule, regulation, order, judgment or decree.
CFB agrees that it shall keep the Company informed, on a current basis, of the status and terms of any such proposal, offer, information
request, negotiations or discussions (including any amendments or modifications to such proposal, offer or request).


 


6.10.4.       Neither
the Board of Directors of CFB nor any committee thereof shall (a) withdraw, qualify or modify, or propose to withdraw, qualify
or modify, in a manner adverse to the Company in connection with the transactions contemplated by this Agreement (including the
Merger and the Bank Merger), the CFB Recommendation (as defined in Section 8.1), or make any statement, filing or release,
in connection with the CFB Shareholders Meeting or otherwise, inconsistent with the CFB Recommendation (it being understood that
taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of
the CFB Recommendation); or (b) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal.


 


6.10.5.       Notwithstanding
Section 6.10.4, prior to the date of CFB Shareholders Meeting, the Board of Directors of CFB may approve or recommend to the
shareholders of CFB a Superior Proposal and withdraw, qualify or modify the CFB Recommendation in connection therewith (a “CFB
Subsequent Determination”) after the third (3rd) Business Day following the Company’s receipt of
a notice (the “Notice of Superior Proposal”) from CFB advising the Company that the
Board of Directors of CFB, after consulting with its outside legal counsel and, with respect
to financial matters, its financial advisors, determines in good faith that it would be reasonably likely to result in a violation
of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its
shareholders, such Board of Directors may (but shall not be required to) submit this Agreement 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 Board
of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Proxy Statement-Prospectus or
an appropriate amendment or supplement thereto to the extent required by law; provided, that the Board of Directors may
not take any actions under this sentence unless (i) it gives the Company at least three (3) 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 by the Board of Directors of CFB 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 (ii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement
proposed by the Company (provided, however, that the Company shall not be obligated to propose any such adjustments, modifications
to the terms and condition of this Agreement) and after receiving the advice of its outside legal counsel and, with respect to
financial matters, its financial advisors, determines in good faith that it would nevertheless be reasonably likely to result in
a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any
Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.10.5 and will require a new
notice period as referred to in this Section 6.10.5. Notwithstanding the foregoing, the changing, qualifying or modifying
of the CFB Recommendation or the making of a CFB Subsequent Determination by the Board of Directors of CFB shall not change the
approval of the Board of Directors of CFB for purposes of causing any applicable federal or state anti-takeover laws or regulations
to be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger.


 




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6.10.6.       Nothing
contained in Section 6.10 shall prohibit CFB or the Board of Directors of CFB from complying with CFB’s obligations under
Rules 14d-9 and 14e-2(a) (as if such rules were applicable to CFB) promulgated under the Exchange Act; provided, however, that
any such disclosure relating to an Acquisition Proposal shall be deemed a change in the CFB Recommendation unless the Board of
Directors of CFB reaffirms the CFB Recommendation in such disclosure.


 


		6.11.	Merger-Related Costs.



 


CFB
agrees to consult with the Company with respect to its loan, litigation and real estate valuation policies and practices (including
loan classifications); provided, however, that neither the Company nor Farmers National shall under any circumstance be permitted
to exercise control of CFB, Community First Bank or any other CFB Subsidiary prior to the Effective Time. The Company and CFB shall
also consult with respect to the character, amount and timing of restructuring charges to be taken by each of them in connection
with the transactions contemplated hereby and shall take such charges as the Company shall reasonably request and which are not
inconsistent with GAAP, applicable regulatory requirements or applicable law; provided that no such actions shall be effected (i)
until the Company shall have irrevocably certified to CFB that all conditions set forth in Article IX to the obligation of the
Company to consummate the transactions contemplated hereby have been satisfied or, where legally permissible, waived and (ii) more
than three (3) Business Days prior to the Closing Date.


 


		6.12.	401(k) Plan; Other Benefit Plans.



 


6.12.1.       CFB
shall take all necessary action to cause the defined contribution 401(k) salary reduction plan maintained by Community First Bank
(the “CFB 401(k) Plan”) to be terminated effective no later than the day immediately prior to the Effective
Time (the “Plan Termination Date”). The accounts of all participants and beneficiaries in the CFB 401(k) Plan
shall become fully vested as of the Plan Termination Date. As soon as practicable after the Plan Termination Date, the account
balances in the CFB 401(k) Plan shall be distributed as a participant or beneficiary may direct, consistent with applicable laws
and regulations. Any Continuing Employee who elects to participate in the Company’s 401(k) Plan and who remains employed
by the Company or any Company Subsidiary at the time his or her account balance in the CFB 401(k) Plan is distributed may elect
to have such account balance rolled over into the Company’s 401(k) Plan, provided that no outstanding loans under the CFB
401(k) Plan may be rolled over into the Company’s 401(k) Plan. CFB shall, or shall direct the fiduciaries of the CFB 401(k)
Plan to (to the extent permitted by law), provide the Company and its counsel with a draft of each resolution, amendment, participant
communication or other document relating to the termination of the CFB 401(k) Plan at least five (5) Business Days before such
document is adopted or distributed, and no such document shall be adopted or distributed without the Company’s approval (not
to be unreasonably withheld, conditioned or delayed). Prior to the Closing Date, CFB shall provide the Company with the final documentation
evidencing that the actions contemplated herein have been effectuated.


 




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6.12.2       CFB
shall cause Community First Bank to take all necessary action to amend each CFB SERP effective no later than the day immediately
prior to the Effective Time in order to include language permitting each CFB SERP to be terminated in accordance with Treasury
Regulation §1.409A-3(j)(4)(ix)(B), so that the Company can terminate each CFB SERP in accordance with such regulation following
the Effective Time. CFB shall provide the Company and its counsel with a draft of each resolution, amendment, participant communication
or other document relating to the amendment of each CFB SERP at least five (5) Business Days before such document is adopted or
distributed, and no such document shall be adopted or distributed without the Company’s approval (not to be unreasonably
withheld, conditioned or delayed). Prior to the Closing Date, CFB shall provide the Company with the final documentation evidencing
that the actions contemplated herein have been effectuated.


 


6.12.3       To
the extent requested by the Company prior to the Closing Date, CFB and the CFB Subsidiaries shall cooperate in good faith with
the Company to amend, freeze, terminate or modify any CFB Compensation and Benefit Plan not covered elsewhere in this Section 6.12
in accordance with the terms of such plan or agreement, to be effective as of or immediately prior to the Effective Time (or at
such different time mutually agreed to by the parties), except that the winding up of any such plan or agreement may be completed
following the Effective Time. CFB shall provide the Company and its counsel with a draft of each resolution, amendment, participant
communication or other document relating to the foregoing at least five (5) business days before such document is adopted or distributed,
and no such document shall be adopted or distributed without the Company’s approval (not to be unreasonably withheld, conditioned
or delayed). Prior to the Closing Date, CFB shall provide the Company with the final documentation evidencing that the actions
contemplated herein have been effectuated.


 


		6.13.	Anti-takeover Provisions.



 


CFB
and the CFB Subsidiaries shall take all steps required by any relevant federal or state law or regulation or under any relevant
agreement or other document to exempt or continue to exempt CFB, the Merger, the Agreement and the transactions contemplated hereby
from any provisions of an anti-takeover nature contained in CFB’s or its Subsidiaries’ organizational documents, and
the provisions of any applicable federal or state anti-takeover laws and regulations.


 


		6.14.	Shareholder Litigation.



 


CFB
shall give the Company the opportunity to participate in the defense or settlement of any shareholder litigation against CFB and/or
its directors relating to the Merger, the Bank Merger or the other transactions contemplated by this Agreement (subject to any
considerations regarding attorney-client privilege), and no settlement shall be agreed to without the Company’s prior written
consent (such consent not to be unreasonably withheld, conditioned or delayed), with the Company bearing its own expenses incurred
in connection therewith.


 


ARTICLE
VII

COVENANTS OF THE cOMPANY


 


		7.1.	Conduct of Business.



 


During
the period from the date of this Agreement to the Effective Time, except with the written consent of CFB, which consent will not
be unreasonably withheld, the Company will, and it will cause each Company Subsidiary to, conduct its business and engage in transactions
only in the ordinary course of business consistent with past practices and policies, except as otherwise required or contemplated
by this Agreement and to use reasonable efforts to preserve intact its business organization and assets and maintain its rights
and franchises; and voluntarily take no action that would, or would be reasonably likely to: (a) adversely affect the ability
of the parties to obtain the Regulatory Approvals or other approvals of Governmental Entities required for the transaction contemplated
hereby, or increase the period of time necessary to obtain such approvals; (b) adversely affect its ability to perform its
covenants and agreements under this Agreement; or (c) result in the representations and warranties contained in Article V
of this Agreement not being true and correct on the date of this Agreement or at any future date on or prior to the Closing Date
or in any of the conditions set forth in Article IX hereof not being satisfied.


 




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		7.2.	Current Information.



 


During
the period from the date of this Agreement to the Effective Time as necessary, the Company will cause one or more of its representatives
to confer with representatives of CFB and report the general status of its financial condition, operations and business and matters
relating to the completion of the transactions contemplated hereby, at such times as CFB may reasonably request. The Company will
promptly notify CFB, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or
communications indicating that the same may be contemplated), which might adversely affect the ability of the parties to obtain
the Regulatory Approvals or increase the period of time necessary to obtain such approvals; or the institution of material litigation
involving the Company and any Company Subsidiary. The Company shall be reasonably responsive to requests by CFB for access to such
information and personnel regarding the Company and its Subsidiaries as may be reasonably necessary for CFB to confirm that the
representations and warranties of the Company contained herein are true and correct and that the covenants of the Company contained
herein have been performed in all material respects; provided, however, that the Company shall not be required to take any
action that would provide access to or to disclose information where such access or disclosure, in the Company’s reasonable
judgment, would interfere with the normal conduct of the Company’s business or would violate or prejudice the rights or business
interests or confidences of any customer or other person or would result in the waiver by it of the privilege protecting communications
between it and any of its counsel.


 


		7.3.	Financial and Other Statements.



 


The
Company will make available to CFB the Securities Documents filed by it with the SEC under the Securities Laws. The Company will
furnish to CFB copies of all documents, statements and reports that it or Farmers National intends to file with any Bank Regulator
with respect to the Merger. The Company will furnish to CFB copies of all documents, statements and reports that it sends to the
shareholders of the Company.


 


		7.4.	Disclosure Supplements.



 


From
time to time prior to the Effective Time as necessary, the Company will supplement or amend the Company Disclosure Schedules delivered
in connection herewith with respect to any material matter hereafter arising which, if existing, occurring or known at the date
of this Agreement, would have been required to be set forth or described in such Company Disclosure Schedule or which is necessary
to correct any information in such Company Disclosure Schedule which has been rendered inaccurate thereby. No supplement or
amendment to such Company Disclosure Schedule shall have any effect for the purpose of determining satisfaction of the conditions
set forth in Article IX.


 




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		7.5.	Consents and Approvals of Third Parties.



 


The
Company shall use all commercially reasonable efforts to obtain as soon as practicable all consents and approvals of third parties,
necessary or desirable for the consummation of the Merger, the Bank Merger and all other transactions contemplated by this Agreement.


 


		7.6.	Reasonable Best Efforts.



 


Subject
to the terms and conditions herein provided, the Company agrees to use all commercially reasonable best efforts to take, or cause
to be taken, all action 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 Merger, the Bank Merger and all other transactions contemplated by this Agreement.


 


		7.7.	Failure to Fulfill Conditions.



 


In
the event that the Company determines that a condition to its obligation to complete the Merger or the Bank Merger cannot be fulfilled
and that it will not waive that condition, it will promptly notify CFB.


 


		7.8.	Employee Benefits.



 


7.8.1.       Prior
to the Effective Time, the Company shall take all commercially reasonable steps and actions so that employees of CFB who become
employees of the Company or a Company Subsidiary (“Continuing Employees”) shall be eligible to participate,
effective as soon as each Company employee benefit plan permits (but not sooner than is administratively practicable following
the Effective Time), in each of the Company’s employee benefit plans in which similarly situated employees of the Company
or a Company Subsidiary participate; provided, however, that, in the case of all benefits to be provided to the Continuing Employees,
until the first anniversary of the Effective Time, the Company may instead provide such employees with participation in the employee
benefit plans of CFB (e.g., medical and other insurance benefits) in which they participated immediately prior to the Effective
Time, provided that the result is the provision of benefits to each Continuing Employee that are substantially similar in the aggregate
to the benefits provided to similarly-situated employees of the Company and its Subsidiaries (it being understood that inclusion
of Continuing Employees in the Company’s employee benefit plans may occur at different times with respect to different plans
and that any grants to any Continuing Employee under any Company Stock Benefit Plan shall be at the discretion of the Company).
The foregoing sentence does not obligate the Company or any Company Subsidiary to provide any employment, change in control or
supplemental retirement agreement to any Continuing Employee or to provide participation in Farmers National’s group term
carve-out plan to any Continuing Employee. This Agreement shall not be construed to limit the ability of the Company or any Company
Subsidiary to terminate the employment of any employee or to amend or terminate any employee benefit plans in accordance with their
respective terms and conditions after the Effective Time.


 


7.8.2.       With
respect to each Company employee benefit plan for which length of service is taken into account for any purpose, service with CFB
(or predecessor employers to the extent CFB provides past service credit) shall be treated as service with the Company and its
Subsidiaries for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance
benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided, however, that such prior
service shall not be recognized to the extent that such recognition would result in a duplication of benefits; and provided further,
as of and during the one-year period following the Effective Time, the severance rights of persons who were employees of CFB immediately
prior to the Effective Time shall be governed solely by Section 7.8.3 below. Such prior service credit also shall apply for purposes
of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations,
if permitted by the Company employee benefit plan. In the event of a termination or consolidation of any group medical plan sponsored
by CFB, at or following the Effective Time, any employee of CFB that is not a Continuing Employee and any “qualified beneficiaries”
(within the meaning of Section 4980B(g) of the Code) of such individuals shall be entitled to continuation coverage under the group
medical plan(s) sponsored or maintained by the Company at the expense of such terminated employees and qualified beneficiaries,
except as otherwise provided.


 




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7.8.3.       Each
employee of CFB immediately prior to the Effective Time (other than those employees who are a party to an executive employment
agreement or who are participants in a CFB SERP) and (i) whose employment is terminated as of the Effective Time, (ii) whose employment
continues with the Company or any Company Subsidiary as of the Effective Time and whose employment thereafter is terminated involuntarily
other than for “cause” during the one-year period following the Effective Time, (iii) who is offered employment at
a reduced salary or base compensation rate or (iv) who is required to commute more than 30 miles greater than the employee’s
present commute, shall be entitled to receive a lump sum severance payment from the Company equal in amount to two weeks of such
employee’s base pay (with such amount to be calculated based upon such employee’s base pay as of the Effective Time
or, if higher, the base pay as of the date of termination) for each full year such employee was employed by CFB, any CFB Subsidiary
or any successor thereto, provided such terminated employee had at least one year of credited service and subject to a minimum
of four weeks’ severance and a maximum of 26 weeks’ severance, and, provided further, that such terminated employee
enters into a release of claims against the Company, the Company Subsidiaries and their predecessors. For purposes of this Section
7.8.3, “cause” shall mean termination because of the employee’s dishonesty in the performance of his or her duties,
willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful
violation of any law, rule or regulation (other than traffic violations or similar violations), “base pay” shall mean
an employee’s annual salary or annual compensation computed on an hourly basis, excluding bonuses, commissions, perquisites,
benefits or similar payments, and “year of credited service” shall mean each full 12-month period of service from the
date of hire.


 


7.8.4.       As
of and following the Effective Time, the Company shall assume, honor and comply with all obligations set forth in the executive
employment agreements (as amended to the date hereof) and CFB SERPs listed on CFB Disclosure Schedule 4.12.1, provided that the
amounts payable under such agreements and CFB SERPs shall be calculated in a manner consistent with CFB Disclosure Schedule 4.6.5
and the respective executives covered by such agreements enter into a release of claims against the Company, the Company Subsidiaries
and their predecessors.


 


7.8.5.       The
Company and CFB have agreed that it is advisable to pay retention bonuses to selected employees of CFB who become Continuing Employees
and remain employees through a specified date, which retention bonuses shall not exceed $50,000 in the aggregate. Such retention
bonuses will be payable to such persons and in such amounts as may be mutually agreed upon by CFB and the Company.


 


		7.9.	Directors and Officers Indemnification and Insurance.



 


7.9.1.       For
a period of six (6) years after the Effective Time, the Company shall indemnify, defend and hold harmless each person who is now,
or who has been at any time before the Effective Time, an officer or director of CFB or any CFB Subsidiary (or any successor or
predecessor thereof) (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including
attorney’s fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior
written consent of the Company, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit,
cause of action, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in
which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part or arising in whole or in part
out of the fact that such person is or was a director, officer or employee of CFB if such Claim pertains to any matter of fact
arising, existing or occurring at or before the Effective Time (including, without limitation, the Merger and the other transactions
contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest
extent as would have been permitted by CFB under Pennsylvania law and under CFB’s articles of incorporation and bylaws. The
Company shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the
fullest extent as would have been permitted by CFB under Pennsylvania law and under CFB’s articles of incorporation and bylaws,
upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification
in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9 upon learning of any
Claim, shall notify the Company (but the failure so to notify the Company shall not relieve it from any liability which it may
have under this Section 7.9, except to the extent such failure materially prejudices the Company) and shall deliver to the Company
the undertaking referred to in the previous sentence.


 




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7.9.2.       In
the event that either the Company or any of its successors or assigns (i) consolidates with or merges into any other person
and shall not be the continuing or surviving bank or entity of such consolidation or merger or (ii) transfers all or substantially
all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors
and assigns of the Company shall assume the obligations set forth in this Section 7.9.


 


7.9.3.       The
Company shall maintain, or shall cause Farmers National to maintain, in effect for up to six years following the Effective Time,
the current directors’ and officers’ liability insurance policies covering the officers and directors of CFB (provided,
that the Company may substitute therefore policies of at least the same coverage containing terms and conditions which are not
materially less favorable to the officers and directors of CFB) with respect to matters occurring at or prior to the Effective
Time; provided, however, that in no event shall the Company be required to expend pursuant to this Section 7.9 an aggregate amount
to exceed $45,000 with respect to such insurance (the “Maximum Amount”); provided, further, that if the amount
of the aggregate premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company shall
maintain the most advantageous policies of directors’ and officers’ insurance obtainable for a premium equal to the
Maximum Amount. In connection with the foregoing, CFB agrees in order for the Company to fulfill its agreement to provide directors
and officers liability insurance policies for up to six years to provide such insurer or substitute insurer with such reasonable
and customary representations as such insurer may request with respect to the reporting of any prior claims.


 


		7.10.	Stock and Cash Reserve.



 


The
Company agrees at all times from the date of this Agreement until the Merger Consideration has been paid in full to reserve a sufficient
number of shares of its common stock to fulfill its obligations under this Agreement.


 


		7.11.	Adverse Actions.



 


Neither
the Company nor any Company Subsidiary shall: (a) take any action that would, or is reasonably likely to, prevent or impede the
Merger from qualifying as a reorganization within the meaning of Section 368 of the Code; or (b) take any action that is intended
or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming
untrue in any respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article
9 not being satisfied, (iii) a material violation of any provision of this Agreement, or (iv) a material delay in the consummation
of the Merger except, in each case, as may be required by applicable law or regulation.


 




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		7.12.	Company/Farmers National Board of Directors



 


Following
the date of this Agreement, the Company and Farmers National shall take all action necessary to (a) cause each of their boards
of directors to be increased by two members, effective as of the Effective Time, and (b) elect or appoint, effective as of
the Effective Time, Messrs. Henry H. Deible and Henry H. Deible, II (collectively, the “CFB Appointees”) as
directors of each of the Company and Farmers National in the class of directors whose terms expire at the respective 2021 and 2019
annual meetings of shareholders of the Company and Farmers National. Each of such new directors will be re-nominated for an additional
term, subject to the fiduciary duties of the board of directors and any applicable eligibility requirements set forth in the Company’s
or Farmers National’s, as the case may be, articles of incorporation, bylaws, or nominating and corporate governance committee
guidelines, or any applicable law, rule, regulation or listing standard. Subject to applicable law, and the rules and regulations
of the SEC and the corporate governance requirements of the Nasdaq, Henry H. Deible shall be appointed to the Company’s Audit
Committee, Nominating and Corporate Governance Committee, and Compensation Committee or equivalent committees. Henry H. Deible,
II shall be appointed to Farmers National’s Loan Committee and Strategic Planning Committee or equivalent committees.


 


In
the event that either CFB Appointee is unable to or unwilling to serve as a member of the Board of Directors of the Company, then
the Company and CFB shall mutually agree upon another current member of the board of directors of CFB to serve in such person’s
stead so long as such person meets the eligibility requirements for a director under the Company’s bylaws and corporate governance
policies.


 


		7.13.	Stock Listing.



 


Prior
to the Effective Time, the Company will take all steps necessary to list on the Nasdaq (or such other national securities exchange
on which the shares of the Company Common Stock shall be listed as of the date of consummation of the Merger), subject to official
notice of issuance, the shares of Company Common Stock to be issued in the Merger.


 


		7.14.	Amendment of Articles of Incorporation



 


Prior
to the Effective Time, the Company shall have filed Articles of Amendment with the Pennsylvania Department of State effecting the
amendment and restatement of Article 8 of the Company’s Articles of Incorporation as set forth in the Company’s proxy
statement dated March 23, 2018. The Company agrees that from the date of this Agreement to the Effective Time, except as otherwise
specifically permitted or required by this Agreement, it will not change or waive any provision of its articles of incorporation
or bylaws.


 


		7.15.	Committee Charters



 


Prior
to the Effective Time, the Company shall not amend or change its committee charters except as may be required by the SEC, Nasdaq
or applicable law.


 




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ARTICLE
VIII

REGULATORY AND OTHER MATTERS


 


		8.1.	Shareholder Meetings.



 


CFB
will (a) as promptly as practicable after the Merger Registration Statement is declared effective by the SEC, take all steps
necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “CFB Shareholders Meeting”),
for the purpose of considering this Agreement and the Merger, and for such other purposes as may be, in CFB’s reasonable
judgment, necessary or desirable, and (b) subject to Section 6.10, have its Board of Directors recommend approval of
this Agreement to the CFB shareholders (the “CFB Recommendation”). Subject to Section 6.10.5, the Board
of Directors of CFB shall use its commercially reasonable best efforts to obtain from the shareholders of CFB the required vote
to approve the Merger, including by communicating to its shareholders its recommendation (and including such recommendation in
the Proxy Statement-Prospectus) that they adopt and approve this Agreement and the transactions contemplated hereby.


 


CFB
will cause (a) Community First Bank to, as promptly as practicable after the Merger Registration Statement is declared effective
by the SEC, take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Community
First Shareholders Meeting”), for the purpose of considering the Bank Merger Agreement and the Bank Merger, and for such
other purposes as may be, in the reasonable judgment of Community First Bank, necessary or desirable, and (b)  the Board of
Directors of Community First Bank to recommend approval of the Bank Merger Agreement to the holders of the outstanding capital
stock of Community First Bank (the “Community First Recommendation”). The Board of Directors of CFB shall use
its commercially reasonable best efforts to cause Community First Bank to obtain from the holders of its outstanding shares of
capital stock the required vote to approve the Bank Merger Agreement, including by communicating the Community First Recommendation
to shareholders of Community First Bank (and including such recommendation in the Proxy Statement-Prospectus) that they adopt and
approve the Bank Merger Agreement and the transactions contemplated hereby.


 


		8.2.	Proxy Statement-Prospectus.



 


8.2.1.       For
the purposes (x) of registering Company Common Stock and Company Preferred Stock to be offered to holders of (i) CFB Common
Stock in connection with the Merger and (ii) Community First Preferred Stock in connection with the Bank Merger, with the SEC under
the Securities Act and (y) of holding the CFB Shareholders Meeting, and the meeting of shareholders of Community First Bank,
the Company shall draft and prepare, and CFB shall cooperate in the preparation of, the Merger Registration Statement, including
a proxy statement of each of CFB and Community First Bank, and a prospectus, or multiple prospectuses of the Company satisfying
all applicable requirements of applicable banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations
thereunder (such proxy statement/prospectus in the form mailed to the CFB and/or Community First Bank shareholders, together with
any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”).
The Company shall file the Merger Registration Statement, including the Proxy Statement-Prospectus, with the SEC. Each of the Company
and CFB shall use their commercially reasonable efforts to have the Merger Registration Statement declared effective under the
Securities Act as promptly as practicable after such filing, and each of CFB and the Company shall thereafter promptly mail the
Proxy Statement-Prospectus to the CFB shareholders of each of CFB and Community First Bank. The Company shall also use its commercially
reasonable 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 CFB shall furnish all information concerning CFB and the holders of CFB
Common Stock and Community First Preferred Stock as may be reasonably requested in connection with any such action.


 




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8.2.2.       CFB
shall provide the Company with any information concerning itself that the Company may reasonably request in connection with the
drafting and preparation of the Proxy Statement-Prospectus, and the Company shall notify CFB promptly of the receipt of any comments
of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto
or for additional information and shall provide to CFB promptly copies of all correspondence between the Company or any of their
representatives and the SEC. The Company shall give CFB and its counsel reasonable opportunity to review and comment on the Proxy
Statement-Prospectus prior to its being filed with the SEC and shall give CFB and its counsel the reasonable opportunity to review
and comment on all amendments and supplements to the Proxy Statement-Prospectus and all responses to requests for additional information
and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company and CFB agrees to use commercially
reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by
the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders
of CFB Common Stock and Community First Preferred Stock entitled to vote at their respective CFB Shareholders Meeting and the Community
First Shareholders Meeting at the earliest practicable time.


 


8.2.3.       CFB
and the Company shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the
Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made,
not misleading. In such event, CFB shall cooperate with the Company in the preparation of a supplement or amendment to such Proxy
Statement-Prospectus that corrects such misstatement or omission, and the Company shall file an amended Merger Registration Statement
with the SEC, and each party shall mail an amended Proxy Statement-Prospectus to its respective shareholders.


 


		8.3.	Regulatory Approvals.



 


Each
of CFB and the Company will cooperate with the other and use all reasonable efforts to promptly prepare and file all necessary
documentation and all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of
the SEC, the Bank Regulators and any other third parties and governmental bodies necessary to consummate the Merger, the Bank Merger
and all other transactions contemplated by this Agreement. CFB and the Company will furnish each other and each other’s counsel
with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as
may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement
or application made by or on behalf of CFB or the Company to any Bank Regulatory or governmental body in connection with the Merger,
the Bank Merger and the other transactions contemplated by this Agreement. Each party shall have the right to review and approve
in advance all characterizations of the information relating to such party and any of its Subsidiaries, which appear in any filing
made in connection with the transactions contemplated by this Agreement with any governmental body.


 


		8.4.	Dividends.



 


After
the date of this Agreement, each of the Company and CFB shall coordinate with the other the declaration of any dividends in respect
of CFB Common Stock and Company Common Stock and the record dates and payment dates relating thereto, it being the intention of
the parties hereto that holders of CFB Common Stock shall not receive two dividends, or fail to receive one dividend, in any quarter
with respect to their shares of CFB Common Stock and any shares of Company Common Stock any such holder receives in exchange therefor
in the Merger.


 




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ARTICLE
IX

CLOSING CONDITIONS


 


		9.1.	Conditions to Each Party’s Obligations under this
Agreement.



 


The
respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of
the following conditions, none of which may be waived:


 


9.1.1.       Shareholder
Approvals. This Agreement and the transactions contemplated hereby shall have been approved and adopted by the requisite vote
of the shareholders of CFB and, if applicable, the Company. The Bank Merger Agreement shall have been approved and adopted by the
requisite vote of the holders of capital stock of Community First Bank and by the Company as the sole shareholder of Farmers National.


 


9.1.2.       Orders
and Prohibitions. None of CFB, the Company or any of their respective Subsidiaries shall be subject to any order, decree or
injunction of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the Merger or the Bank
Merger and no statute, rule or regulation shall have been enacted, entered, promulgated, interpreted, applied or enforced by any
Governmental Entity or Bank Regulator, that enjoins or prohibits the consummation of the Merger or the Bank Merger.


 


9.1.3.       Regulatory
and Other Approvals. All Regulatory Approvals, and other necessary approvals, authorizations and consents of any Governmental
Entities and third parties required to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement
shall have been obtained and shall remain in full force and effect and all waiting periods relating to such approvals, authorizations
or consents shall have expired; and no such approval, authorization or consent shall include any condition or requirement, excluding
standard conditions that are normally imposed by the regulatory authorities in bank merger transactions, that would, (i) in the
good faith reasonable judgment of the Boards of Directors of the Company or CFB, individually or the aggregate, materially and
adversely affect the business, operations, financial condition, property or assets of the combined enterprise of CFB and the Company
or (ii) in the good faith reasonable judgement of the Board of Directors of the Company, materially impair the value of CFB to
the Company.


 


9.1.4.       Effectiveness
of Merger Registration Statement. The Merger Registration Statement shall have become effective under the Securities Act and
no stop order suspending the effectiveness of the Merger Registration Statement shall have been issued, and no proceedings for
that purpose shall have been initiated or threatened by the SEC and, if the offer and sale of Company Common Stock in the Merger
is subject to the “Blue Sky” laws of any state, shall not be subject to a stop order of any state securities commissioner.


 


9.1.5.       Tax
Opinion. On the basis of facts, representations and assumptions which shall be consistent with the state of facts existing
at the Closing Date, the Company shall have received an opinion of Silver, Freedman, Taff & Tiernan LLP, and CFB shall have
received an opinion of Bybel Rutledge LLP, each reasonably acceptable in form and substance to the Company and CFB, dated as of
the Closing Date, substantially to the effect that for federal income tax purposes, the Merger will qualify as a reorganization
within the meaning of Section 368(a) of the Code. In rendering the tax opinion described in this Section 9.1.5,
the law firms may require and rely upon customary representations contained in certificates of officers of the Company and CFB
and their respective Subsidiaries.


 




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9.1.6.       Nasdaq
Listing. The shares of Company Common Stock to be issued in the Merger shall be approved for listing on Nasdaq, subject to
official notice of issuance, prior to the Effective Time.


 


		9.2.	Conditions to the Obligations of the Company under this
Agreement.



 


The
obligations of the Company under this Agreement shall be further subject to the satisfaction of the conditions set forth in this
Section 9.2 at or prior to the Closing Date:


 


9.2.1.       Representations
and Warranties. Each of the representations and warranties of CFB set forth in this Agreement shall be true and correct as
of the date of this Agreement and as of all times up to and including the Effective Time of the Merger as though made on and as
of the Effective Time of the Merger (except to the extent such representations and warranties speak as of a specified date); provided,
however, that the representations and warranties in Sections 4.11.4 and 4.16 shall be true and correct in all material respects
and provided, further, none of the CFB MAE Reps shall be deemed untrue or incorrect for purposes of this Section 9.2.1, and CFB
shall not be deemed to have breached any CFB MAE Rep, in any case, as a consequence of the existence of any fact, event or circumstance
except to the extent such fact, circumstance or event, individually or in the aggregate with all other facts, events or circumstances
inconsistent with any representation or warranty set forth herein, has had or would be reasonably likely to have a Material Adverse
Effect (without giving effect to any materiality or Material Adverse Effect qualifier in such representation or warranty). CFB
shall have delivered to the Company a certificate to such effect signed by the Chief Executive Officer and the Chief Financial
Officer of CFB as of the Effective Time.


 


9.2.2.       Agreements
and Covenants. CFB shall have performed in all material respects all obligations and complied in all material respects with
all agreements or covenants to be performed or complied with by it at or prior to the Effective Time, and the Company shall have
received a certificate signed on behalf of CFB by the Chief Executive Officer and Chief Financial Officer of CFB to such effect
dated as of the Effective Time.


 


9.2.3.       Dissenters’
Rights. Holders of no more than ten percent (10.0%) of the issued and outstanding shares of CFB Common Stock shall have exercised
their statutory appraisal or dissenters’ rights pursuant to Section 3.2.9 hereof prior to the Closing Date.


 


9.2.4.       No
Change Resulting in Material Adverse Effect. From the date hereof through the Closing Date, there shall not have occurred,
on a consolidated basis, any change that individually or in the aggregate has a Material Adverse Effect with respect to CFB.


 


CFB
will furnish the Company with such certificates of its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Section 9.2 as the Company may reasonably request.


 


		9.3.	Conditions to the Obligations of CFB under this Agreement.



 


The
obligations of CFB under this Agreement shall be further subject to the satisfaction of the conditions set forth in this Section 9.3
at or prior to the Closing Date:


 


9.3.1.       Representations
and Warranties. Each of the representations and warranties of the Company set forth in this Agreement shall be true and correct
in all material respects as of the date of this Agreement and as of all times up to and including the Effective Time of the Merger
as though made on and as of the Effective Time of the Merger (except to the extent such representations and warranties speak as
of a specified date); provided, however, that none of the Company MAE Reps shall be deemed untrue or incorrect for purposes of
this Section 9.3.1, and the Company shall not be deemed to have breached any Company MAE Rep, in any case, as a consequence of
the existence of any fact, event or circumstance except to the extent such fact, circumstance or event, individually or in the
aggregate with all other facts, events or circumstances inconsistent with any representation or warranty set forth herein, has
had or would be reasonably likely to have a Material Adverse Effect (without giving effect to any materiality or Material Adverse
Effect qualifier in such representation or warranty). The Company shall have delivered to CFB a certificate to such effect signed
by the Chief Executive Officer and the Chief Financial Officer of the Company as of the Effective Time.


 




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9.3.2.       Agreements
and Covenants. The Company shall have performed in all material respects all obligations and complied in all material respects
with all agreements or covenants to be performed or complied with by it at or prior to the Effective Time, and CFB shall have received
a certificate signed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer to such effect dated as
of the Effective Time.


 


9.3.3.       Payment
of Merger Consideration. The Company shall have delivered the Exchange Fund to the Exchange Agent on or before the Closing
Date pursuant to Section 3.2.1.


 


9.3.4.       No
Change Resulting in Material Adverse Effect. From the date hereof through the Closing Date, there shall not have occurred,
on a consolidated basis, any change that individually or in the aggregate has a Material Adverse Effect with respect to the Company.


 


9.3.5.       CFB
Appointees. All requisite corporate action shall have been taken by the Company such that the CFB Appointees can commence as
directors of the Company in accordance with Section 7.12 immediately after the Effective Time.


 


9.3.6.       Amended
Articles of Incorporation. Article 8 of the Company’s Articles of Incorporation shall have been amended and restated
in the manner set forth in Proposal 2 included in the Company’s proxy statement of March 23, 2018.


 


The
Company will furnish CFB with such certificates of its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Section 9.3 as CFB may reasonably request.


 


ARTICLE
X

THE CLOSING


 


		10.1.	Time and Place.



 


Subject
to the provisions of Articles IX and XI hereof, the Closing of the transactions contemplated hereby shall take place at the offices
of Silver, Freedman, Taff & Tiernan LLP, 3299 K Street, NW, Suite 100, Washington, DC at 10:00 a.m. on the Closing Date, or
at such other place or time upon which the Company and CFB mutually agree. A pre-closing of the transactions contemplated hereby
(the “Pre-Closing”) shall take place at the offices of Silver, Freedman, Taff & Tiernan LLP, 3299 K Street,
NW, Suite 100, Washington, DC at 1:00 p.m. on the Business Day prior to the Closing Date.


 


		10.2.	Deliveries at the Pre-Closing and the Closing.



 


At
the Pre-Closing there shall be delivered to the Company and CFB the opinions, certificates, and other documents and instruments
required to be delivered under Article IX hereof to be held in escrow. At or prior to the Closing, the Company shall have
delivered the Merger Consideration as set forth under Section 9.3.3 hereof.


 




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ARTICLE
XI

TERMINATION, AMENDMENT AND WAIVER


 


		11.1.	Termination.



 


This
Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of the Merger by the shareholders
of CFB:


 


11.1.1.       At
any time by the mutual written agreement of the Company and CFB;


 


11.1.2.       By
the Board of Directors of either party (provided that the terminating party is not then in material breach of any representation,
warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the representations or warranties
set forth in this Agreement on the part of the other party, which breach by its nature cannot be cured prior to the Termination
Date or shall not have been cured within 30 days after written notice of such breach by the terminating party to the other party;
provided, however, that neither party shall have the right to terminate this Agreement pursuant to this Section 11.1.2
unless the breach of representation or warranty, together with all other such breaches, would entitle the terminating party not
to consummate the transactions contemplated hereby under Section 9.2.1 (in the case of a breach of a representation or warranty
by CFB) or Section 9.3.1 (in the case of a breach of a representation or warranty by the Company);


 


11.1.3.       By
the Board of Directors of either party (provided that the terminating party is not then in material breach of any representation,
warranty, covenant or other agreement contained herein) if there shall have been a failure to perform or comply with any of the
covenants or agreements set forth in this Agreement on the part of the other party, which failure by its nature cannot be cured
prior to the Termination Date or shall not have been cured within 30 days after written notice of such failure by the terminating
party to the other party; provided, however, that neither party shall have the right to terminate this Agreement pursuant
to this Section 11.1.3 unless the breach of covenant or agreement, together with all other such breaches, would entitle the
terminating party not to consummate the transactions contemplated hereby under Section 9.2.2 (in the case of a breach of covenant
by CFB) or Section 9.3.2 (in the case of a breach of covenant by the Company);


 


11.1.4.       At
the election of the Board of Directors of either party if the Closing shall not have occurred by the Termination Date, or such
later date as shall have been agreed to in writing by the Company and CFB; provided that no party may terminate this Agreement
pursuant to this Section 11.1.4 in the event that any action or failure to act by such party has been a principal cause of
or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach
of this Agreement;


 


11.1.5.       By
the Board of Directors of either party if (i) the shareholders of CFB shall have voted at the CFB Shareholders Meeting on the transactions
contemplated by this Agreement and such vote shall not have been sufficient to approve such transactions, or (ii) shareholders
of Community First Bank have voted on the transactions contemplated by the Bank Merger Agreement and such voted shall not have
been sufficient to approve the Bank Merger and the other transactions contemplated by the Bank Merger Agreement;


 


11.1.6.       By
the Board of Directors of either party if (a) final action has been taken by a Bank Regulator whose approval is required in
connection with this Agreement and the Merger, the Bank Merger or the other transactions contemplated hereby, which final action
(i) has become unappealable and (ii) does not approve this Agreement or the transactions contemplated hereby, or (b) any
court of competent jurisdiction or other governmental authority shall have issued an order, decree, ruling or taken any other action
restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final
and nonappealable;


 




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11.1.7.       By
the Board of Directors of the Company if CFB or any CFB Subsidiary has received a Superior Proposal and (i) the Board of Directors
of CFB or any CFB Subsidiary has entered into an acquisition agreement with respect to the Superior Proposal, (ii) the Board of
Directors of CFB has terminated this Agreement, withdrawn the CFB Recommendation, failed to make the CFB Recommendation or modified
or qualified the CFB Recommendation in a manner adverse to the Company, or (iii) the Board of Directors of Community First Bank
has terminated the Bank Merger Agreement, withdrawn the Community First Recommendation, failed to make the Community First Recommendation
or modified or qualified the Community First Recommendation in a manner adverse to the Company;


 


11.1.8.       By
the Board of Directors of CFB if CFB has received a Superior Proposal and the Board of Directors of CFB has made a determination
to accept such Superior Proposal;


 


11.1.9.       By
CFB at any time during the three-day period following the Determination Date (as defined below), if both of the following conditions
(A) and (B) exist:


 


(A)       the
Average Closing Price (as defined below) shall be less than the product of 0.825 and the Starting Price; and


 


(B)       (i)
the number obtained by dividing the Average Closing Price by the Starting Price (such number being referred to herein as the “Company
Ratio”) shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the
Index Price on the Starting Date (as defined below) and subtracting 0.175 from such quotient (such number being referred to herein
as the “Index Ratio”); subject to the following: if CFB elects to exercise its termination right pursuant to
Section 11.1.9, it shall give prompt written notice to the Company; provided that such notice of election to terminate may be withdrawn
at any time within the aforementioned three-day period. For a period of five (5) Business Days after receipt of such notice, the
Company shall have the option of increasing the Exchange Ratio in a manner such, and to the extent required, so that the condition
set forth in either clause (A) or (B) above shall be deemed not to exist.


 


For
purposes hereof, the condition set forth in clause (A) above shall be deemed not to exist if the Exchange Ratio is increased
so that the Adjusted Per Share Stock Consideration (calculated by using the Average Closing Price, as provided in the definition
of “Adjusted Per Share Stock Consideration”) after such increase is not less than 82.5% of the Adjusted Per
Share Stock Consideration calculated by using the Starting Price in lieu of the Average Closing Price.


 


For
purposes hereof, the condition set forth in clause (B) above shall be deemed not to exist if the Exchange Ratio is increased
so that the Adjusted Company Ratio is not less than the Index Ratio.


 


If
the Company makes this election, within such period, it shall give prompt written notice to CFB of such election and the revised
Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section 11.1.9 and this Agreement shall remain
in effect in accordance with its terms (except as the Exchange Ratio, and derivatively the Per Share Stock Consideration, shall
have been so modified), and any references in this Agreement to “Exchange Ratio” and “Per Share Stock Consideration”
shall thereafter be deemed to refer to the Exchange Ratio and Per Share Stock Consideration after giving effect to any adjustment
made pursuant to this Section 11.1.9.


 




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For
purposes of this Section 11.1.9, the following terms shall have the meanings indicated:


 


“Adjusted
Company Ratio” means the number obtained by dividing (x) the sum of (i) the Average Closing Price plus (ii) the
quotient obtained by dividing the aggregate increase in transaction value resulting from an increase in the Exchange Ratio by the
total number of shares of Company Common Stock outstanding multiplied by the initial Exchange Ratio, on the Determination Date,
by (y) the Starting Price. For purposes of calculating the increase in transaction value, the price per share of Company Common
Stock shall be deemed to be the Average Closing Price.


 


“Adjusted
Per Share Stock Consideration” means the product of the Per Share Stock Consideration times the Average Closing Price.


 


“Average
Closing Price” means the average of the last reported closing prices per share of Company Common Stock as reported on
the NASDAQ Stock Market (as reported in The Wall Street Journal or, if not reported therein, in another mutually agreed upon authoritative
source) for the twenty consecutive trading days immediately preceding the Determination Date.


 


“Determination
Date” shall mean the tenth calendar day immediately prior to the Effective Time, or if such calendar day is not a trading
day on the NASDAQ Stock Market, the trading day immediately preceding such calendar day.


 


“Index
Price” on a given date means the closing price of the SNL MicroCap U.S. Bank Index.


 


“Starting
Date” means the trading day on the NASDAQ Stock Market immediately preceding the day on which the parties publicly announce
the signing of this Agreement.


 


“Starting
Price” means $32.7781.


 


If
the Company declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares
or similar transaction between the Starting Date and the Determination Date, the prices for the common stock of the Company shall
be appropriately adjusted for the purposes of applying this Section 11.1.9.


 


		11.2.	Effect of Termination.



 


11.2.1.       In
the event of termination of this Agreement pursuant to any provision of Section 11.1, this Agreement shall forthwith become
void and have no further force, except that the provisions of Sections 11.2, 12.1, 12.2, 12.5, 12.6, 12.9, 12.10, and any
other Section which, by its terms, relates to post-termination rights or obligations, shall survive such termination of this
Agreement and remain in full force and effect.


 


11.2.2.       If
this Agreement is terminated, expenses and damages of the parties hereto shall be determined as follows:


 


(A)       Except
as provided below, whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.


 




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(B)       In
the event of a termination of this Agreement because of a willful breach of any representation, warranty, covenant or agreement
contained in this Agreement, the breaching party shall remain liable for any and all damages, costs and expenses, including all
reasonable attorneys’ fees, sustained or incurred by the non-breaching party as a result thereof or in connection therewith
or with respect to the enforcement of its rights hereunder.


 


(C)       As
a condition of the Company’s willingness, and in order to induce the Company, to enter into this Agreement, and to reimburse
the Company for incurring the costs and expenses related to entering into this Agreement and consummating the transactions contemplated
by this Agreement, CFB hereby agrees to pay the Company, and the Company shall be entitled to payment of an amount equal to $750,000
(the “Termination Fee”). The Termination Fee shall be paid within three (3) Business Days after written demand
for payment is made by the Company, following the occurrence of any of the events set forth below:


 


(i)       CFB
terminates this Agreement pursuant to Section 11.1.8 or the Company terminates this Agreement pursuant to Section 11.1.7;
or


 


(ii)       The
entering into a definitive agreement by CFB relating to an Acquisition Proposal or the consummation of an Acquisition Proposal
involving CFB within twelve (12) months after the occurrence of any of the following: (a) the termination of this Agreement
by the Company pursuant to Section 11.1.2 or 11.1.3 because of, in either case, a willful breach by CFB; or (b) the failure
of the shareholders of CFB to approve this Agreement or the failure of the shareholders of Community First Bank to approve the
Bank Merger Agreement, in either case after the public disclosure of an Acquisition Proposal (which has not been withdrawn) that
has been made known to senior management of CFB or has been made directly to its shareholders generally.


 


(D)       The
right to receive the Termination Fee under Section 11.2.2(C) will constitute the sole and exclusive remedy of the Company
against CFB and its Subsidiaries and their respective officers and directors with respect to a termination under such Section 11.2.2(C) above
and the Company shall have no right to collect any amounts under Section 11.2.2(B). CFB acknowledges that the agreements contained
in Section 11.2.2(C) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements,
the Company would not enter into this Agreement. Accordingly, if CFB fails to pay in a timely manner the amounts due under Section
11.2.2(C), and, in order to obtain such payment, the Company makes a claim that results in a judgment against CFB for the amounts
set forth in Section 11.2.2(C), CFB shall pay to the Company the reasonable costs and expenses of the Company (including reasonable
attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in Section 11.2.2(C)
at the prime rate published by The Wall Street Journal (Eastern Edition) and in effect on the date such payment was required to
be made.


 


		11.3.	Amendment, Extension and Waiver.



 


Subject
to applicable law, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of CFB),
the parties hereto by action of their respective boards of directors, may (a) amend this Agreement, (b) extend the time
for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations
and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance
with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement
and the transactions contemplated hereby by the shareholders of CFB, no amendment to this Agreement may be made which under applicable
law further approval by the shareholders of CFB is required, unless such further shareholder approval is so obtained, and that
any amendment, extension or waiver granted or executed after shareholders of CFB have approved this Agreement shall not modify
either the amount or form of the Merger Consideration to be provided hereby to holders of CFB Common Stock upon the consummation
of the Merger or otherwise materially adversely affect the shareholders of CFB without the approval of CFB shareholders. This Agreement
may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part
of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such
party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other failure.


 




    	 	69	 



     


    

 


ARTICLE
XII

MISCELLANEOUS


 


		12.1.	Confidentiality.



 


Each
party shall, and shall cause its representatives, advisers and agents to, maintain the confidentiality of all confidential information
furnished to it by the other party concerning its and its Subsidiaries’ businesses, operations, and financial positions and
shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this
Agreement is terminated prior to the Effective Time, each party shall promptly return or certify the destruction of all documents
and copies thereof, and all work papers containing confidential information received from the other party.


 


		12.2.	Public Announcements.



 


CFB
and the Company shall cooperate with each other in the development and distribution of all news releases and other public disclosures
with respect to this Agreement, and except as may be otherwise required by law or the applicable listing and corporate governance
rules and regulations of NASDAQ, neither CFB nor the Company shall issue any news release, or other public announcement or communication
with respect to this Agreement unless such news release, public announcement or communication has been approved by the other party
(which approval shall not be unreasonably withheld, conditioned or delayed).


 


		12.3.	Survival.



 


All
representations, warranties and covenants in this Agreement or in any instrument delivered pursuant hereto or thereto shall expire
on and be terminated and extinguished at the Effective Time, except for those covenants and agreements contained herein which by
their terms apply in whole or in part after the Effective Time, including but not limited to Sections 7.8, 7.9, 7.12 and 11.2.


 


		12.4.	Notices.



 


All
notices or other communications hereunder shall be in writing and shall be deemed given if delivered by receipted hand delivery,
mailed by prepaid United States registered or certified mail, return receipt requested, sent by a nationally recognized overnight
courier or given by email, addressed as follows:


 




    	 	70	 



     


    

 


	If to the Company, to:	William C. Marsh
	 	Chairman, President and Chief Executive Officer
	 	Emclaire Financial Corp
	 	612 Main Street
	 	Emlenton, Pennsylvania 16373
	 	Fax: (724) 867-1007
	 	 
	With required copies (which shall not constitute notice) to:	Raymond A. Tiernan, Esquire
	 	Hugh T. Wilkinson, Esquire
	 	Silver, Freedman, Taff & Tiernan LLP
	 	3299 K Street, NW, Suite 100
	 	Washington, DC  20007
	 	Fax: (202) 337-5502
	 	 
	If to CFB, to:	Henry H. Deible
	 	President and Chief Executive Officer
	 	Community First Bancorp, Inc.
	 	444 Main Street
	 	Reynoldsville, Pennsylvania 15851
	 	Fax:  (814) 653-2106
	 	 
	With required copies (which shall not constitute notice) to:	Nicholas Bybel, Jr., Esquire
	 	Erik Gerhard, Esquire
	 	Bybel Rutledge LLP
	 	1017 Mumma Road, Suite 302
	 	Lemoyne, Pennsylvania 17043
	 	Fax: (717) 731-8205


 


or
such other address as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have
been given: (a) as of the date delivered by hand; (b) three (3) Business Days after being delivered to the U.S. mail,
postage prepaid; or (c) one (1) Business Day after being delivered to the overnight courier if next Business Day delivery
is requested by the sender.


 


		12.5.	Parties in Interest.



 


This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns;
provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any party hereto without the prior written consent of the other party. Except for the provisions of Article III and Section 7.9,
following the Effective Time, nothing in this Agreement, express or implied, is intended to confer upon any person, other than
the parties hereto and their respective successors, any rights, remedies, obligations or liabilities under or by reason of this
Agreement.


 


		12.6.	Complete Agreement.



 


This
Agreement, including the Exhibits and Disclosure Schedules hereto and the documents and other writings referred to herein
or therein or delivered pursuant hereto contains the entire agreement and understanding of the parties with respect to its subject
matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties other than those
expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the parties, both
written and oral, with respect to its subject matter.


 




    	 	71	 



     


    

 


		12.7.	Counterparts.



 


This
Agreement may be executed in one or more counterparts all of which shall be considered one and the same agreement and each of which
shall be deemed an original. A facsimile copy or electronic transmission of a signature page shall be deemed to be an original
signature page.


 


		12.8.	Severability.



 


In
the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any
respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement and the parties shall use their reasonable efforts to substitute a valid, legal and enforceable provision which,
insofar as practical, implements the purposes and intents of this Agreement.


 


		12.9.	Governing Law.



 


This
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to its principles of conflicts
of laws.


 


		12.10.	Interpretation.



 


When
a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to
this Agreement unless otherwise indicated. The recitals hereto constitute an integral part of this Agreement. References to Sections include
subsections, which are part of the related Section (e.g., a section numbered “Section 5.5.1” would be part
of “Section 5.5” and references to “Section 5.5” would also refer to material contained in the
subsection described as “Section 5.5.1”). The table of contents, index 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”. The phrases “the date of this Agreement”, “the date hereof”
and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the Recitals
to this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
All documents and information set forth in the Company’s Securities Documents shall be deemed to have been “made available”
or “provided” to CFB.


 






    	 	72	 



     


    




 


		12.11.	Specific Performance; Jurisdiction.



 


12.11.1.       The
parties hereto agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically
the terms and provisions hereof in the United States District Court for the Western District of Pennsylvania or in any state court
located in the Commonwealth of Pennsylvania, this being in addition to any other remedy to which they are entitled at law or in
equity. The parties hereby waive any defense that a remedy at law would be adequate and any requirement under any applicable law
to post a bond or other security as a prerequisite to obtaining specific performance relief. In addition, each of the parties hereto
(a) consents to submit itself to the personal jurisdiction of the United States District Court for the Western District of
Pennsylvania or of any state court located in the Commonwealth of Pennsylvania in the event any dispute arises out of this Agreement
or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this
Agreement or the transactions contemplated by this Agreement in any court other than the United States District Court for the Western
District of Pennsylvania or any state court located in the Commonwealth of Pennsylvania.


 


12.11.2.       Each
party hereto acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated
and difficult issues and, therefore, it irrevocably and unconditionally waives any right it may have to a trial jury in respect
of any claim directly or indirectly arising out of or relating to this agreement or the transactions contemplated hereby. Each
party hereto certifies and acknowledges that: (i) no representative, agent, or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of any proceeding, seek to enforce either of such waivers; (ii) it
understands and has considered the implications of such waivers; (iii) it makes such waivers voluntarily; and (iv) it has been
induced to enter into this agreement by, among other things, the mutual waivers and certifications in this Section 12.11.2.


 


[Signature
page follows]


 




    	 	73	 



     


    

 


IN
WITNESS WHEREOF, the Company and CFB have caused this Agreement to be executed by their duly authorized officers as of the date
first set forth above.


 


	 	EMCLAIRE FINANCIAL CORP
	 	 	 
	 	By:	/s/ William C. Marsh
	 	Name:	William C. Marsh
	 	Title:	Chairman, President and Chief Executive Officer
	 	 	 
	 	COMMUNITY FIRST BANCORP, INC.
	 	 	 
	 	By:	/s/ Henry H. Deible
	 	Name:	Henry H. Deible
	 	Title:	President and Chief Executive Officer


 




    	 	74	 



     


    

 


Exhibit A


 


AGREEMENT OF MERGER


 


THIS AGREEMENT OF MERGER
(“Merger Agreement”) dated as of _____ __, 2018 is made by and between The Farmers National Bank of Emlenton,
a national bank (“Farmers National”), and Community First Bank, a Pennsylvania chartered commercial bank (“Community
First Bank”).


 


RECITALS:


 


WHEREAS, Farmers
National is a wholly owned subsidiary of Emclaire Financial Corp, a Pennsylvania corporation (the “Company”);


 


WHEREAS, Community
First Bank is a subsidiary of Community First Bancorp, Inc., a Pennsylvania corporation (“CFB”);


 


WHEREAS, the
Company and CFB previously have entered into an Agreement and Plan of Merger, dated as of May 24, 2018 (the “Plan”),
providing for the merger of CFB with and into the Company (the “Parent Merger”), and


 


WHEREAS, Farmers
National and Community First Bank (collectively, the “Merging Institutions”) desire to merge (the “Bank
Merger”) on the terms set forth herein immediately subsequent to the effective time of the Parent Merger.


 


NOW, THEREFORE,
in consideration of the mutual promises and mutual agreements contained herein, the parties hereto agree as follows:


 


1.     Merger.
 Subject to the terms and conditions of this Merger Agreement, at the Effective Time (as defined below), Community First Bank
shall merge with and into Farmers National pursuant to the provisions of the National Bank Act, 12 U.S.C. Section 215a, and the
regulations of the Office of the Comptroller of the Currency (the “OCC”) thereunder, Section 18(c) of the Federal
Deposit Insurance Act, 12 U.S.C. Section 1828(c), and Section 1602 of the Banking Code of 1965, as amended, of the Commonwealth
of Pennsylvania (the “Banking Code”), and the regulations of the Pennsylvania Department of Banking and Securities
(the “Pennsylvania Department”). Upon consummation of the Bank Merger, the separate corporate existence of Community
First Bank shall cease and Farmers National shall survive and continue to exist as a national banking association incorporated
under the laws of the United States (Farmers National, as the surviving institution in the Bank Merger, is sometimes referred to
herein as the “Surviving Bank”).


 


2.     Effective
Time. The Bank Merger shall become effective on _________ __, 2018 at ___:___ _.m., subject to (i) the satisfaction or, to
the extent permitted by applicable law, the waiver of the closing conditions set forth in Article IX of the Plan and in Section
10 of this Merger Agreement, and (ii) receipt of all necessary approvals or non-objections from the OCC and all other necessary
regulatory approvals or non-objections from any bank regulatory authority. The time that the Bank Merger shall become effective
is hereinafter referred to as the “Effective Time.”


 


3.     Articles
of Association and Bylaws. The Articles of Association and Bylaws of Farmers National shall be the Articles of Association
and Bylaws of the Surviving Bank, until altered, amended or repealed in accordance with their terms and applicable law.


 




    	 	A-1	 



     


    

 


4.     Name;
Offices. The name of the Surviving Bank shall be “The Farmers National Bank of Emlenton.” The main office of the
Surviving Bank shall be the main office of Farmers National immediately prior to the Effective Time. All offices of Community First
Bank and Farmers National which are in lawful operation as of the Effective Time shall be the offices of the Surviving Bank upon
consummation of the Bank Merger, subject to the opening or closing of any offices of Farmers National or Community First Bank which
may be authorized by the OCC or by the Banking Department and Federal Deposit Insurance Corporation after the date hereof.


 


5.     Directors
and Executive Officers. Upon consummation of the Bank Merger, the persons serving as directors of Farmers National immediately
prior to the Effective Time together with the CFB Appointees selected pursuant to section 7.12 of the Plan shall be the directors
of the Surviving Bank. Each of the CFB Appointees will be re-nominated for additional terms, subject to the fiduciary duties of
the board of directors of Farmers National and any applicable regulatory requirements set forth in Farmers National’s Articles
of Association, Bylaws or nominating and corporate governance guidelines and any applicable law, rule or regulation, such that
they will continue to serve as directors of the Surviving Bank for so long as they are directors of the Company. Harry H. Deible,
II shall be appointed to Farmers National’s Loan Committee and Strategic Planning Committee or equivalent committees. The
executive officers of Farmers National immediately prior to the Effective Time shall continue as of the executive officers of the
Surviving Bank upon consummating of the Bank Merger for such terms as have been specified in accordance with the Articles of Association
and Bylaws of the Surviving Bank.


 


6.     Effect
on Shares of Stock.


 


(a)          The
authorized capital stock at Farmers National currently is, and upon the Effective Time the authorized capital stock of the Surviving
Bank will be, 3,000,000 shares of common stock, par value $5.00 per share, of which 300,000 shares are issued and outstanding as
of the date hereof. Each share of Farmers National common stock issued and outstanding immediately prior to the Effective Time
shall be unchanged and shall remain issued and outstanding.


 


(b)          At
the Effective Time, each share of Community First Bank common stock, par value $100.00 per share (the “Community First
Common Stock”), issued and outstanding immediately prior thereto shall, by virtue of the Bank Merger and without any
action on the part of Farmers National, Community First Bank or the holder thereof, be cancelled. No shares of capital stock of
Farmers National or any other consideration shall be issuable or exchangeable with respect to shares of Community First Common
Stock.


 


(c)          At
the Effective Time, each share of Series A Non-Cumulative Perpetual Preferred Stock of Community First Bank, of which 286,888 shares
are issued and outstanding as of the date hereof (the “Community First Series A Preferred Stock”), except for
Dissenting Shares (as hereinafter defined), shall, by virtue of the Bank Merger and without any action on the part of Farmers National,
Community First Bank or the holder thereof, be converted into the right to receive one share of Series C Non-Cumulative Preferred
Stock of Emclaire Financial Corp (the “Company Series C Preferred Stock”).


 


(d)          At
the Effective Time, each share of Series B Non-Cumulative Perpetual Preferred Stock of Community First Bank, of which 133,705 shares
are issued and outstanding as of the date hereof (the “Community First Series B Preferred Stock”), except for
Dissenting Shares (the Community First Series A Preferred Stock and Community First Series B Preferred Stock are referred to collectively
as the “Community First Preferred Stock”), shall, by virtue of the Bank Merger and without any action on the
part of Farmers National, Community First Bank or the holder thereof, be converted into the right to receive one share of Series
D Non-Cumulative Preferred Stock of Emclaire Financial Corp (the “Company Series D Preferred Stock”) (the Company
Series C Preferred Stock and Company Series D Preferred Stock are referred to collectively as the “Company Preferred Stock”).


 




    	 	A-2	 



     


    

 


(e)          After
the Effective Time, shares of Community First Preferred Stock shall be no longer outstanding and shall automatically be cancelled
and shall cease to exist and, other than Dissenting Shares, shall thereafter by operation of, and in accordance with, this Section
6 represent only the right to receive shares of Company Preferred Stock, and, subject to the terms of the Plan, any dividends or
distributions with respect thereto or any dividends or distributions with a record date prior to the Effective Time that were declared
or made by Community First Bank on such shares of Community First Preferred Stock on or prior to the Effective Time and which remain
unpaid at the Effective Time. Dissenting Shares shall have such rights as provided therefor under applicable law.


 


7.
    Procedures for Exchange of Community First Preferred Stock.


 


(a) Deposit of Preferred
Consideration. At or prior to the Effective Time, the Company and Farmers National shall deposit, or shall cause to be deposited,
with American Stock Transfer & Trust Company, LLC, or such other bank or trust company or other agent designated by Farmers
National and reasonably acceptable to Community First Bank (the “Exchange Agent”) certificates representing
the aggregate number of shares of Company Series C Preferred Stock and Company Series D Preferred Stock to be issued in exchange
for the Community First Preferred Stock pursuant to Sections 6(c) and 6(d) of this Merger Agreement (collectively, the “Preferred
Consideration”), and Farmers National shall instruct the Exchange Agent to timely pay the aggregate Preferred Consideration
in accordance with this Merger Agreement.


 


(b) Exchange of
Preferred Certificates. Farmers National and the Company shall cause the Exchange Agent, as soon as practicable but in no event
more than five (5) Business Days after the Effective Time, to mail to each holder of a certificate or certificates that previously
represented shares of Community First Preferred Stock (the “Preferred Certificates”) a letter of transmittal
for return to the Exchange Agent and instructions for use in effecting the surrender of the Preferred Certificates for the Preferred
Consideration into which the Community First Preferred Stock represented by such Preferred Certificates shall have been converted
as a result of the Bank Merger. The letter of transmittal shall be subject to the approval of Community First Bank (which shall
not be unreasonably withheld, conditioned or delayed) and specify that delivery shall be effected, and risk of loss and title
to the Preferred Certificates shall pass, only upon delivery of the Preferred Certificates to the Exchange Agent. Upon proper surrender
of a Preferred Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal,
duly executed, the holder of such Preferred Certificate shall be entitled to receive in exchange therefor, the Preferred Consideration
into which such holder of Community First Preferred Stock shall have become entitled pursuant to the provisions of Section 6 of
this Merger Agreement, and the Preferred Certificate so surrendered shall forthwith be canceled.


 


(c) Rights of Preferred
Certificate Holders after the Effective Time. The holder of a Preferred Certificate that prior to the Bank Merger represented
issued and outstanding Community First Preferred Stock shall have no rights, after the Effective Time, with respect to such Community
First Preferred Stock except to surrender the Preferred Certificate in exchange for the Preferred Consideration as provided in
this Merger Agreement or to exercise his or her rights as a Dissenting Shareholder to the extent such rights are perfected. No
dividends or other distributions with respect to Community First Preferred Stock shall be paid to the holder of any unsurrendered
Preferred Certificate with respect to the shares of Community Preferred Stock represented thereby, in each case until the surrender
of such Preferred Certificate in accordance with this Section 7. Subject to the effect of applicable abandoned property, escheat
or similar laws, following surrender of any such Preferred Certificate in accordance with this Section 7, the record holder thereof
shall be entitled to receive, without interest, (a) the amount of dividends or other distributions with a record date after
the Effective Time theretofore payable with respect to the whole shares of Company Preferred Stock represented by such Preferred
Certificate and not paid and/or (b) at the appropriate payment date, the amount of dividends or other distributions payable
with respect to shares of Company Preferred Stock represented by such Preferred Certificate with a record date after the Effective
Time (but before such surrender date) and with a payment date subsequent to the issuance of the Company Preferred Stock issuable
with respect to such Preferred Certificate.


 




    	 	A-3	 



     


    

 


(d) Surrender by
Persons Other than Record Holders. In the event of a transfer of ownership of a Preferred Certificate representing Community
First Preferred Stock that is not registered in the stock transfer records of Community First Bank, the proper amount of shares
of Company Preferred Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Preferred
Certificate so surrendered is registered if the Preferred Certificate formerly representing such Community First Preferred Stock
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 Preferred Certificate or establish to the satisfaction of the Company that the tax has been paid or is not applicable.


 


(e) Closing of Transfer
Books. From and after the Effective Time, there shall be no transfers on the stock transfer books of Community First Bank of
the shares of Community First Preferred Stock that were issued and outstanding immediately prior to the Effective Time other than
to settle transfers of Community First Preferred Stock that occurred prior to the Effective Time. If, after the Effective Time,
Preferred Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged
for the Preferred Consideration to be issued or paid in consideration therefor in accordance with the procedures set forth in this
Section 7.


 


(f) Return of Preferred
Consideration. Any portion of the Preferred Consideration deposited with the Exchange Agent pursuant to Section 6(a) of this
Merger Agreement that remains unclaimed by the holders of Community First Preferred Stock as of the nine month anniversary of the
Effective Time may, to the extent permitted by applicable law, be returned to the Company. In such event, any former holders of
Community First Preferred Stock who have not theretofore complied with this Section 7 shall thereafter look only to the Company
with respect to the Preferred Consideration and any unpaid dividends and distributions on Company Preferred Stock deliverable in
respect of each share of Community First Preferred Stock such shareholder holds as determined pursuant to this Merger Agreement,
in each case, without any interest thereon. Notwithstanding the foregoing, none of Farmers National, Community First Bank, the
Exchange Agent or any other person shall be liable to any former holder of shares of Community First Bank Preferred Stock for any
amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws.


 


(g) Lost, Stolen
or Destroyed Preferred Certificates. In the event any Preferred Certificate shall have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming such Preferred Certificate to be lost, stolen or destroyed and,
if reasonably required by Farmers National and the Company or the Exchange Agent, the posting by such person of a bond in such
amount as Farmers National and the Company may determine is reasonably necessary as indemnity against any claim that may be made
against it with respect to such Preferred Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed
Preferred Certificate the Preferred Consideration for each share of Community First Preferred Stock represented by such Preferred
Certificate deliverable in respect thereof pursuant to this Merger Agreement.


 


(h) Withholding
Rights. Farmers National and the Company or the Exchange Agent will be entitled to deduct and withhold from the consideration
otherwise payable pursuant to this Merger Agreement or the transactions contemplated hereby to any holder of Community First Preferred
Stock such amounts as Farmers National, the Company or the Exchange Agent are required to deduct and withhold with respect to the
making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent
that such amounts are properly withheld by Farmers National, the Company or the Exchange Agent, such withheld amounts will be treated
for all purposes of this Merger Agreement as having been paid to the holder of the Community First Preferred Stock in respect of
whom such deduction and withholding were made by Farmers National, the Company or the Exchange Agent.


 




    	 	A-4	 



     


    

 


8.     Dissenters’
Rights.


 


(a) Each outstanding
share of Community First Preferred Stock, the holder of which has provided notice of his or her intent to dissent under and in
accordance with applicable law and has not effectively withdrawn or lost such right (the “Dissenting Shares”),
shall not be converted into or represent a right to receive the Preferred Consideration hereunder, and the holder thereof shall
be entitled only to such rights as are granted by applicable law.  Community First Bank shall give Farmers National and the
Company prompt notice upon receipt by Community First Bank of any such demands for payment of the fair value of such shares of
Community First Preferred Stock and of withdrawals of such notice and any other related communications served pursuant to the applicable
provisions of applicable law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”),
and Farmers National shall have the right to participate in all discussions, negotiations and proceedings with respect to any such
demands. Community First Bank shall not, except with the prior written consent of Farmers National, voluntarily make any payment
with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand
for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights
under applicable law.  Any payments made in respect of Dissenting Shares shall be made by Farmers National or the Company.


 


(b) If any holder of
Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, each share of Community
First Preferred Stock of such holder shall be entitled to receive the Preferred Consideration.


 


9.     Representations
and Warranties. Each of Community First Bank and Farmers National represents and warrants that this Merger Agreement has been
duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable
against it in accordance with the terms hereof.


 


10.  Conditions Precedent.
The obligations of the parties under this Merger Agreement to consummate the Bank Merger shall be subject to: (i) the approval
of this Merger Agreement by the requisite vote of the holders of the outstanding shares of capital stock of Community First Bank
in accordance with applicable provisions of the National Bank Act and the Banking Code at a meeting of shareholders duly called
and held (or by consent or consents in lieu thereof); (ii) the approval of this Merger Agreement by the Company as the sole shareholder
of Farmers National; (iii) receipt of approval of the Bank Merger from all governmental and banking authorities whose approval
is required, including, but not limited to, the consents, approvals and authorizations of the OCC; (iv) the absence of any temporary
restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal
restraint or prohibition preventing the consummation of the Bank Merger; (iv) the holders of no more than 10% of the outstanding
shares of Community First Preferred Stock having become Dissenting Shareholders and (v) consummation of the Parent Merger in accordance
with the terms and conditions of the Plan.


 


11.  Effects
of the Merger. Upon consummation of the Bank Merger, and in addition to the effects under applicable law, all assets, rights
interests, privileges, powers, franchises and property (real, personal and mixed) of Community First Bank and Farmers National
shall be automatically transferred to and vested in the Surviving Bank by virtue of such Bank Merger without any deed or other
document of transfer. The Surviving Bank, without any order or action on the part of any court or otherwise and without any documents
of assumption or assignment, shall hold and enjoy all of the assets, rights, privileges, powers, properties, franchises and interests,
including, without limitation, appointments, powers, designations, nominations and all other rights, interests and powers as agent
or fiduciary, in the same manner and to the extent as such rights, interests and powers were held or enjoyed by Community First
Bank and Farmers National, respectively. The Surviving Bank shall be responsible for all of the liabilities, restrictions and
duties of every kind and description of both Community First Bank and Farmers National immediately prior to the Bank Merger, including,
without limitation, liabilities for all deposits, debts, obligations and contracts of Community First Bank and Farmers National,
respectively, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved
against on balance sheets, books of accounts or records of either Community First Bank or Farmers National. Deposit accounts shall
be deemed issued in the name of the Surviving Bank in accordance with applicable FDIC regulations. All rights of creditors and
other obligees and all liens on property of either Community First Bank or Farmers National shall be preserved, shall be assumed
by the Surviving Bank and shall not be released or impaired.


 




    	 	A-5	 



     


    

 


12.    Additional
Actions. If, at any time after the Effective Time, the Surviving Bank shall consider that any further assignments or assurances
in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in the Surviving Bank
its rights, title or interest in, to or under any of the rights, properties or assets of Community First Bank acquired or to be
acquired by the Surviving Bank as a result of, or in connection with, the Bank Merger, or (ii) otherwise carry out the purposes
of this Merger Agreement, Community First Bank and its proper officers and directors shall be deemed to have granted to the Surviving
Bank an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do
all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving
Bank and otherwise to carry out the purposes of this Merger Agreement; and the proper officers and directors of the Surviving Bank
are fully authorized in the name of Community First Bank or otherwise to take any and all such action.


 


13.    Counterparts.
This Merger Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one agreement.


 


14.   Governing
Law. This Merger Agreement shall be governed in all respects, including, but not limited to, validity, interpretation, effect
and performance, by the laws of the Commonwealth of Pennsylvania, except as otherwise provided by the laws of the United States.


 


15.    Amendment.
This Merger Agreement may be amended, modified or supplemented only by written agreement of Farmers National and Community First
Bank at any time prior to the Effective Time, provided that any amendment made after holders of Community First Preferred Stock
have approved this Merger Agreement shall not modify either the amount or form of the Preferred Consideration to be provided hereby
to holders of Community First Preferred Stock upon the consummation of the Bank Merger or otherwise materially adversely affect
the holders of Community First Preferred Stock without the approval of the holders of Community First Preferred Stock.


 


16.     Waiver.
Subject to applicable law, any of the terms or conditions of this Merger Agreement may be waived at any time by whichever of the
parties hereto is, or the shareholders of which are, entitled to the benefit thereof by action taken by the Board of Directors
of such party, provided that any waiver granted or executed after holders of Community First Preferred Stock have approved this
Merger Agreement shall not modify either the amount or form of the Preferred Consideration to be provided hereby to holders of
Community First Preferred Stock upon the consummation of the Bank Merger or otherwise materially adversely affect the holders of
Community First Preferred Stock without the approval of the holders of Community First Preferred Stock.


 


17.    Successors
and Assigns. This Merger Agreement may not be assigned by any party hereto without the prior written consent of the other party.
Subject to the foregoing, this Merger Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.


 




    	 	A-6	 



     


    

 


18.   Termination.
This Merger Agreement shall terminate upon the termination of the Plan in accordance with its terms. This Merger Agreement also
may be terminated at any time prior to the Effective Time by mutual consent of Farmers National and Community First Bank in a written
instrument, if and to the extent authorized by the respective Boards of Directors of Farmers National and Community First Bank.
In the event of the termination of this Merger Agreement as provided in this Section 18, this Merger Agreement shall forthwith
become null and void and of no further force or effect.


 


19.   Other
Terms. All terms used in this Merger Agreement shall, unless defined herein, have the meanings set forth in the Plan. The Plan
is incorporated herein by this reference and made a part hereof to the extent necessary or appropriate to effect and consummate
the terms of this Merger Agreement and the Bank Merger.


 


[Signature page follows]


 




    	 	A-7	 



     


    

 


IN WITNESS WHEREOF,
each of Farmers National and Community First Bank has caused this Agreement of Merger to be executed on its behalf by its duly
authorized officers as of the date first above written.


 


	 	 	 	THE FARMERS NATIONAL BANK OF EMLENTON
	 	 	 	 
	Attest:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:	 
	Name:	Matthew J. Lucco	 	 	Name:	William C. Marsh
	Title:	Secretary	 	 	Title:	Chairman, President and Chief Executive Officer
	 	 	 	 	 	 
	 	 	 	COMMUNITY FIRST BANK
	Attest:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:	 
	Name:	Eugene E. Deible, III	 	 	Name:	Henry H. Deible
	Title:	Secretary	 	 	Title:	President and Chief Executive Officer


 




    	 	A-8	 



     


    

 


Exhibit B


 


VOTING AND SUPPORT AGREEMENT


 


VOTING AND SUPPORT
AGREEMENT (the “Agreement”), dated as of May __, 2018, by and between ________________, a shareholder (“Shareholder”)
of Community First Bancorp, Inc., a Pennsylvania corporation (the “CFB”), and Emclaire Financial Corp, a Pennsylvania
corporation (the “Company”). All terms used herein and not defined herein shall have the meanings assigned thereto
in the Merger Agreement (as defined below).


 


WHEREAS, the
Company and CFB are simultaneously entering into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended
from time to time pursuant to its terms, the “Merger Agreement”), pursuant to which CFB will merge with and into the
Company (the “Merger”); and


 


WHEREAS, immediately
after the Merger, Community First Bank, a Pennsylvania commercial bank and subsidiary of CFB, will merge with and into The Farmers
National Bank of Emlenton, a wholly owned subsidiary of the Company (“Farmers National”) (the “Bank Merger”),
pursuant to the terms of an Agreement of Merger (the “Bank Merger Agreement”) to be entered into between Farmers National
and Community First Bank;


 


WHEREAS, Annex
I hereto sets forth all shares of common stock, par value $0.50 per share, of CFB (“Company Common Stock”) and all
shares of Series A and Series B Non-Cumulative Perpetual Preferred Stock of Community First Bank (the “Community First Bank
Preferred Stock”) over which the Shareholder has beneficial ownership (as determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (collectively, the shares of Company Common Stock
and Community First Bank Preferred Stock, together with all shares of Company Common Stock and Community First Bank Preferred Stock
subsequently acquired by Shareholder during the term of this Agreement being referred to as the “Shares”); and


 


WHEREAS, in
order to induce the Company to enter into the Merger Agreement, Shareholder, solely in such Shareholder’s capacity as a shareholder
of CFB and Community First Bank and not in any other capacity, has agreed to enter into and perform this Agreement.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


 


1. Agreement to
Vote Shares. Shareholder agrees that at any meeting of the shareholders of CFB, or in connection with any written consent of
the shareholders of CFB at which a proposal of the type set forth in clause (ii) below is presented for consideration by the shareholders
of CFB, or at any meeting of the shareholders of Community First Bank, or in connection with any written consent of the shareholders
of Community First Bank at which a proposal of the type set forth in clause (iii) below is presented for consideration by the shareholders
of Community First Bank, Shareholder shall:


 


(i)  appear
at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating
a quorum;


 


(ii)  vote
(or cause to be voted), in person or by proxy, all the Shares, (x) in favor of adoption and approval of the Merger Agreement and
in favor of any resolution to take any action which is reasonably necessary to consummate the Merger; (y) against any action or
agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of CFB,
contained in the Merger Agreement or of Shareholder contained in this Agreement; and (z) against any action, agreement or transaction
that is intended, or would reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage
or materially and adversely affect consummation of the Merger or this Agreement. Except as set forth in this clause (ii), Shareholder
shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the shareholders
of CFB; and


 




    	 	B-1	 



     


    

 


(iii)  vote
(or cause to be voted), in person or by proxy, all the Shares, (x) in favor of adoption and approval of the Bank Merger Agreement
and in favor of any resolution to take any action which is reasonably necessary to consummate the Bank Merger; (y) against any
action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement
of Community First Bank, contained in the Bank Merger Agreement or of Shareholder contained in this Agreement; and (z) against
any action, agreement or transaction that is intended, or would reasonably be expected, to materially impede, interfere or be inconsistent
with, delay, postpone, discourage or materially and adversely affect consummation of the Bank Merger or this Agreement. Except
as set forth in this clause (ii), Shareholder shall not be restricted from voting in favor of, against or abstaining with respect
to any other matter presented to the shareholders of Community First Bank.


 


2. No Transfers.
After the date hereof and prior to the meetings of CFB’s shareholders held to consider and vote upon approval of the Merger
Agreement and Community First Bank’s shareholders to consider and vote upon approval of the Bank Merger Agreement, Shareholder
agrees not to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option,
commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of,
any of the Shares if such sale, transfer, pledge, assignment or disposition could occur prior to such meeting, except the following
transfers shall be permitted: (i) transfers by will or operation of law, in which case this Agreement shall bind the transferee,
subject to applicable law, (ii) transfers pursuant to any pledge agreement, subject to the pledgee agreeing in writing to be bound
by the terms of this Agreement, (iii) transfers in connection with estate and tax planning purposes, including transfers to relatives,
trusts and charitable organizations, subject to the transferee agreeing in writing to be bound by the terms of this Agreement,
(iv) transfers to any other shareholder of CFB who has executed a copy of this Agreement on the date hereof with respect to some
or all of the Shares held by such Shareholder, and (v) such transfers as the Company may otherwise permit in its sole discretion.
Any transfer or other disposition in violation of the terms of this Section 2 shall be null and void. Shareholder agrees that CFB
and Community First Bank shall not be bound by any attempted sale of Shares, and CFB’s and Community First Bank’s respective
transfer agent shall be given appropriate stop transfer instructions and shall not register any such attempted sale, unless the
sale has been effected in compliance with the terms of this Agreement.


 


3. Non-Solicitation;
Nondisparagement.


 


A. Shareholder hereby
covenants and agrees that, for a period commencing on the Closing Date of the Merger and terminating on the first anniversary of
the Closing Date (the “Restricted Period”), he shall not within the Commonwealth of Pennsylvania, directly or indirectly,
as employee, agent, consultant, director, equity holder, member, manager, partner or in any other capacity, without the Company’s
prior written consent (other than for the benefit of the Company or its Affiliates), solicit, call upon, communicate with or attempt
to communicate (whether by mail, telephone, electronic mail, personal meeting or any other means, excluding general solicitations
of the public that are not based in whole or in part on any list of customers of CFB or any of its Affiliates) with any Person
that is or was a customer of CFB during the one-year period preceding the Closing Date for the purpose of engaging in opportunities
related to the commercial, retail or community banking business or interfere with or damage (or attempt to interfere with or damage)
any relationship between the Surviving Corporation or its Affiliates and any such customers.


 




    	 	B-2	 



     


    

 


B. Shareholder covenants
and agrees that during the Restricted Period, he shall not directly or indirectly, as employee, agent, consultant, director, equity
holder, member, manager, partner or in any other capacity, without the prior written consent of the Company, solicit or induce,
or cause others to solicit or induce, for employment or engagement, any employee of the Surviving Corporation or its Affiliates
(excluding general solicitations of the public that are not based on any list of, or directed at, employees of the Surviving Corporation
or its Affiliates).


 


C. During the Restricted
Period, Shareholder covenants and agrees not to make, publish or communicate at any time to any person or entity, including, but
not limited to, customers, clients and investors of the Surviving Corporation or any of its Affiliates, any Disparaging (defined
below) remarks, comments or statements concerning the Surviving Corporation or any of its Affiliates, or any of their respective
present and former members, partners, directors, officers, employees or agents. For the purposes of this provision, “Disparaging”
remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities
of the individual or entity being disparaged. Notwithstanding the foregoing, this paragraph does not apply to (i) any truthful
testimony, pleading, or sworn statements in any legal proceeding; or (ii) attorney-client communications.


 


D. Nothing contained
in this Agreement limits the Shareholder’s ability to file a charge or complaint with the Equal Employment Opportunity Commission,
the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Board of Governors of the Federal
Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company, CFB
or any of their respective subsidiaries (the “Government Agencies”). The Shareholder further understands that this
Agreement does not limit his ability to communicate with any Government Agency or otherwise participate in any investigation or
proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to
the Company, CFB or any of their respective subsidiaries. This Agreement does not limit the Shareholder’s right to receive
an award for information provided to any Government Agency.


 


E. The Shareholder
acknowledges and agrees that the business conducted by the Company, CFB and their respective Subsidiaries is highly competitive
and that the covenants made by the Shareholder in this Section 3 are made as a necessary inducement for the Company to enter into
the Merger Agreement and to consummate the transactions contemplated thereby. It is the desire and intent of the parties to this
Agreement that the provisions of this Section 3 shall be enforced to the fullest extent permissible under the laws and public policies
of each jurisdiction in which enforcement is sought. It is expressly understood and agreed that although the Shareholder and the
Company each consider the restrictions contained in this Section 3 to be reasonable, if a final determination is made by a court
of competent jurisdiction or an arbitrator that the time or territory or any other restriction contained in this Section 3 is unenforceable
against any party, the provisions of this Section 3 shall be deemed amended to apply as to such maximum time and territory and
to such maximum extent as such court may judicially determine or indicate to be enforceable.


 


F. Nothing contained
in this Agreement limits the Shareholder’s ability to file any action or cause of action with any court of competent jurisdiction.


 


4. Representations
and Warranties of Shareholder. Shareholder represents and warrants to and agrees with the Company as follows:


 


A. Capacity.
Shareholder has all requisite capacity and authority to enter into and perform his, her or its obligations under this Agreement.


 


B. Binding Agreement.
This Agreement constitutes the valid and legally binding obligation of Shareholder, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights
and to general equity principles.


 




    	 	B-3	 



     


    

 


C. Non-Contravention.
The execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of his or her obligations
hereunder and the consummation by Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute
a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to
which Shareholder is a party or by which Shareholder is bound, or any statute, rule or regulation to which Shareholder is subject
or, in the event that Shareholder is a corporation, partnership, trust or other entity, any charter, bylaw or other organizational
document of Shareholder.


 


D. Ownership of
Shares. Shareholder (or an affiliate of Shareholder) is the beneficial owner (as determined in accordance with Rule 13d-3 under
the Exchange Act) of the Shares as of the date hereof, and, except as set forth on Annex I hereto and arising hereunder, the Shares
are so owned free and clear of any liens, security interests, charges or other encumbrances.


 


5. Specific Performance
and Remedies. Shareholder acknowledges that it will be impossible to measure in money the damage to the Company if Shareholder
fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure, the Company will not
have an adequate remedy at law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy,
in addition to remedies at law or in damages, is the appropriate remedy for any such failure and will not oppose the granting of
such relief on the basis that the Company has an adequate remedy at law. Shareholder agrees that Shareholder will not seek, and
agrees to waive any requirement for, the securing or posting of a bond in connection with the Company’s seeking or obtaining
such equitable relief. In addition, after discussing the matter with Shareholder, the Company shall have the right to inform any
third party that the Company reasonably believes to be, or to be contemplating, participating with Shareholder or receiving from
Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of the Company hereunder,
and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with the
Company set forth in this Agreement may give rise to claims by the Company against such third party.


 


6. Term of Agreement;
Termination.


 


A. The term of this
Agreement shall commence on the date hereof.


 


B. This Agreement
shall terminate at the Effective Time of the Merger or the earlier of (i) the written consent of the parties hereto and (ii) termination
of the Merger Agreement in accordance with its terms; provided, however, that if the Closing of the Merger occurs, the provisions
of Section 3 of this Agreement shall survive until the end of the Restricted Period. Upon such termination, no party shall have
any further obligations or liabilities hereunder; provided, however, such termination shall not relieve any party from liability
for any willful breach of this Agreement prior to such termination.


 


7. Entire Agreement.
This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof
and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be amended,
supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each
party hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any
such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. No party hereto may
assign any rights or obligations hereunder to any other person, except as required by Section 2 or upon the prior written consent
of each other party. Nothing in this Agreement, expressed or implied, is intended to or shall confer upon any other person or entity,
other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.


 




    	 	B-4	 



     


    

 


8. Notices.
Notices may be provided to the Company and the Shareholder in the manner specified in the Merger Agreement, with all notices to
the Shareholder being provided to him or her at the address set forth in Annex I hereto.


 


9. Miscellaneous.


 


A. Severability.
If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or
unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of
such invalidity or unenforceability, and the remainder of the provision held invalid or unenforceable and the application of such
provision to persons or circumstances, other than the party as to which it is held invalid, and the remainder of this Agreement,
shall not be affected.


 


B. Capacity.
The covenants contained herein shall apply to Shareholder solely in his or her capacity as a beneficial owner of the Shares, and,
notwithstanding anything to the contrary in this Agreement, no covenant contained herein shall apply to Shareholder acting in his
or her capacity as a director, officer or employee of CFB or Community First Bank or in any other fiduciary capacity, including,
for the avoidance of doubt and without limitation, any participation by Shareholder acting in his capacity as a director of CFB
or Community First Bank when considering any Superior Proposal and making any determinations or recommendations with respect to
Section 8.1 of the Merger Agreement. Nothing contained in this Agreement shall be deemed to apply to, or limit in any manner, the
obligations of the Shareholder to comply with his or her fiduciary duties as a director of CFB or Community First Bank.


 


C. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument. Signatures delivered by facsimile or electronic means (including by “pdf”)
shall be deemed effective for all purposes.


 


D. Headings.
All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.


 


E. Choice of Law.
This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the
Commonwealth of Pennsylvania, without reference to its conflicts of law principles.


 


IN WITNESS WHEREOF,
the parties hereto have executed and delivered this Agreement as of the date first written above.


 


	 	EMCLAIRE FINANCIAL CORP
	 	 	 	 
	 	By:	 
	 	Name:	William C. Marsh
	 	Title:	President and Chief Executive Officer
	 	 	 	 
	 	SHAREHOLDER	 
	 	 	 
	 	 
	 	 
	 	Print Name:	 




 




    	 	B-5	 



     


    

 


ANNEX I


SHAREHOLDER AGREEMENT


 


	Name and Address of
 Shareholder	 	 	Shares of Community First
 Bancorp, Inc. Common
 Stock Beneficially Owned	 	 	Shares of Community First
 Bank Series A Preferred
 Stock Beneficially Owned	 	 	Shares of Community First
 Bank Series B Preferred
 Stock Beneficially Owned	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 




    	 	B-6