Form DEFA14A MACATAWA BANK CORP (2024)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):April 15, 2024

MACATAWA BANK CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, includingarea code: (616) 820-1444

Former name or former address, if changed sincelast report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intendedto simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

o Written communicationspursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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

Indicate by check mark whether the registrant is an emerging growthcompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities ExchangeAct of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section 13(a) of the Exchange Act. o

On April15, 2024, Macatawa Bank Corporation (“Macatawa”) and Wintrust Financial Corporation (“Wintrust”)entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon theterms and subject to the conditions set forth in the Merger Agreement, Macatawa will be merged with and into Leo Subsidiary LLC, a wholly-ownedsubsidiary of Wintrust (“Merger Sub”), with Merger Sub surviving as a wholly-owned subsidiary of Wintrust (the “Merger”).Promptly after completion of the Merger, or at such other time as Wintrust may determine, it is expected that Merger Sub will be mergedwith and into, or dissolved by, Wintrust.

The Merger Agreement has beenunanimously adopted, and the Merger and the other transactions contemplated by the Merger Agreement have been unanimously authorized andapproved, by each of the boards of directors of Macatawa and Wintrust and the sole member of Merger Sub.

MergerConsideration

Subjectto the terms and conditions of the Merger Agreement, Wintrust has agreed to pay shareholders of Macatawa aggregate consideration of approximately$510.3 million (the “Merger Consideration”) or $14.85 per share of Macatawa common stock based on 34,361,562 sharesof Macatawa common stock issued and outstanding as of April 12, 2024. 100% of the Merger Consideration will be paid to holders of Macatawacommon stock in shares of Wintrust common stock, no par value per share (“Wintrust Common Stock”), calculated basedon the exchange ratio described below, other than cash to be paid in lieu of any fractional shares. Immediately prior to the EffectiveTime (as defined in the Merger Agreement), all unvested shares of Macatawa restricted stock will automatically vest and be eligible toreceive the respective portion of the Merger Consideration.

The exchangeratio used to determine the number of shares that Macatawa shareholders will be entitled to receive will be subject to a symmetrical $12.00collar using a reference price of $101.03 to establish the high and low ends of the collar. The reference price was determined using thevolume-weighted average price of Wintrust Common Stock as reported under the heading “Bloomberg VWAP” on the Bloomberg pagefor Wintrust for each trading day during the ten trading day period ending on April 11, 2024. As set forth in further detail below, (a)the exchange ratio will be variable within the collar, such that if the Closing Price (as defined below) is within the collar, the aggregatevalue of the Merger Consideration will be fixed at approximately $510.3 million; and (b) if the Closing Price is outside of the collar,the exchange ratio will be a fixed amount both at the high and low ends of the collar, resulting in the aggregate value of the MergerConsideration being variable outside of the collar.

If the ClosingPrice is greater than or equal to $89.03 but less than or equal to $113.03, Macatawa shareholders will be entitled to receive between0.1314 and 0.1668 shares of Wintrust Common Stock per share of Macatawa common stock. Macatawa shareholders will be entitled to receive0.1668 shares of Wintrust Common Stock per share of Macatawa common stock if the

Closing Price is below $89.03, and 0.1314 shares of WintrustCommon Stock per share of Macatawa common stock if the Closing Price is above $113.03. The “Closing Price” will be determinedusing the volume-weighted average price of Wintrust Common Stock as reported under the heading “Bloomberg VWAP” on the Bloombergpage for Wintrust, for each trading day during the ten trading day period ending on the second trading day prior to the closing date ofthe Merger.

CertainGovernance Matters

Subject to the terms and conditionsof the Merger Agreement, Wintrust will appoint one individual serving on Macatawa’s board of directors to serve on Wintrust’sboard of directors, effective immediately following the effective time of the Merger. It is currently expected that this individual willbe Richard L. Postma.

Followingthe effective time of the Merger, Macatawa’s bank subsidiary, Macatawa Bank will maintain its separate bank charter and will continueto operate under the Macatawa Bank name in Michigan. Macatawa Bank will maintain a separate, legally constituted board of directors consistingof certain existing directors and new directors generally residing and doing business locally in the West Michigan community.

CertainOther Terms and Conditions of the Merger Agreement

The Merger Agreement containscustomary representations and warranties that the parties have made to each other as of specific dates as set forth therein. Except forits status as a contractual document that establishes and governs the legal relations among the parties with respect to the Merger, theMerger Agreement is not intended to be a source of factual, business or operational information about the parties. The representationsand warranties contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates as specifiedtherein, may be subject to a contractual standard of materiality different from what a shareholder might view as material, may have beenused for purposes of allocating risk between the respective parties rather than establishing matters as facts, may have been qualifiedby certain confidential disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiationof the Merger Agreement and generally are solely for the benefit of the parties to the Merger Agreement.

The Merger Agreement containscustomary covenants of Macatawa and Wintrust, including, among others, covenants relating to (i) the conduct of each party’s businessduring the period between the date of the Merger Agreement and the effective time of the Merger and (ii) the cooperation and commerciallyreasonable efforts of each party to obtain any necessary regulatory and shareholder approvals for the Merger. Macatawa has also agreed,through its board of directors, to (i) prepare and file a proxy statement relating to a special meeting of shareholders to approve theMerger Agreement and other matters, (ii) recommend that its shareholders approve the Merger Agreement and other matters (subject to certainexceptions as provided in the Merger Agreement), (iii) call and hold a special meeting of shareholders to approve the Merger Agreementand other matters, and (iv) solicit shareholder approval of the Merger Agreement and other matters (subject to certain exceptions as providedin the Merger Agreement).

Macatawa has agreed not to, subjectto certain exceptions generally related to its board of directors’ exercise of its fiduciary duties (as set forth in the MergerAgreement), solicit, initiate, facilitate, or knowingly encourage any inquiries regarding, or the making of any proposal or offer thatconstitutes, or could reasonably be expected to lead to, any Company Takeover Proposal (as defined in the Merger Agreement).

If the Merger Agreement is terminatedunder certain circ*mstances, including termination of the Merger Agreement to accept a Company Superior Proposal (as defined in the MergerAgreement) as permitted by and subject to the terms of the Merger Agreement, Macatawa is required to pay Wintrust a cash termination feeequal to $20,400,000.

Completion of the Merger is subjectto certain customary closing conditions, including, among others, (i) receipt of the requisite approval by Macatawa shareholders, (ii)receipt of required regulatory approvals, (iii) the absence of any law or order prohibiting completion of the Merger, (iv) the effectivenessof the registration statement to be filed by Wintrust with respect to the shares of Wintrust Common Stock to be issued in the Merger and(v) the absence of a Material Adverse Effect (as defined in the Merger Agreement) applicable to Macatawa or Wintrust.

The above disclosure under thisItem 1.01 and description of the Merger Agreement and Merger does not purport to be complete and is qualified in its entirety by referenceto the full text of the Merger Agreement, which is filed with this report as Exhibit 2.1 and is incorporated herein by reference.

In connection with the MergerAgreement, each of Macatawa’s directors and executive officers owning shares of Macatawa common stock entered into a Voting andSupport Agreement with Wintrust, in their capacities as shareholders. Each director and executive officer who is party to a Voting andSupport Agreement has agreed to vote in favor of approval of the Merger Agreement, subject to the exceptions set forth in the Voting andSupport Agreement. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the fulltext of the form of Voting and Support Agreement that is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On April 15, 2024, Macatawa andWintrust issued a joint press release announcing the execution of the Merger Agreement. A copy of this press release is attached to thisreport as Exhibit 99.2.

Attached as Exhibit 99.3 to thisreport is a Transaction Highlights presentation regarding the Merger.

Forward-Looking Statements

This report and its exhibitscontain forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,”“forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,”“may,” “could,” “look forward,” “continue”, “future” and variations of suchwords and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include,but are not limited to, statements regarding the outlook and expectations of Macatawa or Wintrust with respect to this planned merger,the strategic benefits and financial benefits of the merger, including the expected impact of the transaction on the combined company’sfuture financial performance and the timing of the closing of the transaction. These statements reflect current beliefs as to the expectedoutcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions(“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore,actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements.Furthermore, Macatawa does not undertake any obligation to update, amend, or clarify forward-looking statements, whether as a result ofnew information, future events, or otherwise. Such risks, uncertainties and assumptions, include, among others, the following:

Additional risk factors include, but are not limitedto, the risk factors described in Item 1A in Macatawa’s Annual Report on Form 10-K for the year ended December 31, 2023 and in anyof Macatawa’s subsequent SEC filings, and in Item 1A in Wintrust’s Annual Report on Form 10-K for the year ended December31, 2023 and in any of Wintrust’s subsequent SEC filings.

Important Additional Information and Where to FindIt

This communication is being made in respect of theproposed Merger between Macatawa and Wintrust. In connection with the proposed Merger, Wintrust will file with the SEC a RegistrationStatement on Form S-4 that will include a Proxy Statement and Prospectus of Macatawa, as well as other relevant documents regarding theproposed Merger. A definitive Proxy Statement and Prospectus will be sent to Macatawa shareholders when available. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANTDOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

This communication does not constitute an offer tosell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securitiesin any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securitieslaws of such jurisdiction.

A free copy of the Proxy Statement and Prospectus,once available, as well as other filings containing information about Macatawa, Wintrust and the proposed transaction may be obtainedat the SEC’s Internet site http://www.sec.gov. You will also be able to obtain these documents, free of charge, from Macatawaunder the "Investor Relations" section of its website, www.macatawabank.com (which website is not incorporated herein by reference),by clicking the "Investor Relations/SEC Filings" link. In addition, investors and security holders may obtain free copies ofthe documents Macatawa has filed with the SEC by directing a request to Macatawa Bank Corporation, Attn: Bryan Barker, 10753 MacatawaDrive, Holland, Michigan 49424 or by phone at (616) 494-1448, and may obtain free copies of the documents Wintrust has filed with theSEC by directing a request to Wintrust Financial Corporation, Corporate Secretary, Wintrust Financial Corporation, 9700 West Higgins Road,Suite 800, Rosemont, Illinois 60018 or by phone at (847) 939-9000.

Participants in Solicitation

Macatawa, Wintrust and certain of their respectivedirectors, executive officers and other members of management or employees may be deemed to be participants in the solicitation of proxiesfrom Macatawa shareholders in respect of the proposed Merger, which will be described in the Proxy Statement and Prospectus. Informationabout the directors and executive officers of Macatawa and their ownership of Macatawa common stock is also set forth in Macatawa’sdefinitive proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 17, 2023, its Annual Reporton Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 15, 2024 and in subsequent documentsfiled with the SEC, each of which can be obtained free of charge from the sources indicated above. Additional information regarding theinterests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the ProxyStatement and Prospectus regarding the proposed Merger when it becomes available. Free copies of this document may be obtained as describedin the preceding paragraph.

SIGNATURES

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereuntoduly authorized.

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

WINTRUST FINANCIAL CORPORATION,

LEO SUBSIDIARY LLC

AND

MACATAWA BANK CORPORATION

Dated as of April 15, 2024

Tableof Contents

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger(this "Plan of Merger") is made as of April 15, 2024, by andamong Wintrust Financial Corporation, an Illinois corporation ("Purchaser"), Leo Subsidiary LLC, a Michigan limitedliability company and wholly-owned subsidiary of Purchaser ("Merger Sub"), and Macatawa Bank Corporation, a Michigancorporation ("Company").

PRELIMINARY STATEMENT

1. The respective Boards of Directors of each of Company and Purchaser, and the sole member of Merger Sub, have determined that itis in the best interests of their respective corporation, company, shareholders or member, as applicable, that Company merge with andinto Merger Sub (the "Merger") in accordance with the terms of this Plan of Merger, the Michigan Business Corporation Act(the "MBCA"), the Michigan Limited Liability Company Act(the "MLLCA"), and any other applicable Law;

2. The Company Board of Directors has, in light of and subject to the terms and conditions set forth in this Plan of Merger, resolvedto adopt this Plan of Merger, to authorize the Merger and the other transactions contemplated by it and to recommend approval by the CompanyShareholders of this Plan of Merger;

3. Each of the Purchaser Board of Directors and the Merger Sub sole member has, in light of and subject to the terms and conditionsset forth in this Plan of Merger, resolved to adopt this Plan of Merger and to authorize the Merger and the other transactions contemplatedby it;

4. For federal income tax purposes, it is intended that the Merger shall qualify as a reorganization under the provisions of Section368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and this Plan of Merger is intended to beand is adopted as a "Plan of Reorganization" for the purposes of Sections 354 and 361 of the Code; and

5. Each member of the Company Board of Directors and each of the Company's executive officers owning shares of Company CommonStock has executed and delivered to Purchaser a voting agreement substantially in the form attached as Exhibit A.

In consideration of the representations,warranties, mutual covenants and agreements contained in this Plan of Merger, Company and Purchaser agree as follows:

ARTICLE I
THE MERGER

1.1Merger. Subject to the terms and conditions of this Plan of Merger, at the Effective Time, Company shall be mergedwith and into Merger Sub and the separate corporate existence of Company shall cease. Company and Merger Sub are each sometimes referredto as a "Constituent Company" prior to the Merger. At the Effective Time, the Constituent Companies shall become a singlecompany, which company shall be Merger Sub (the "Surviving Company"). The effect of the Merger upon each of the ConstituentCompanies and the Surviving Company

shall be as provided in the MBCA and the MLLCA with respect to the merger of companies. Without limitingthe generality of the foregoing, and subject to the MBCA and the MLLCA, at the Effective Time: (a) all the rights, privileges, powers,franchises, licenses, and interests in and to every type of property (whether real, personal, or mixed) of Company and Merger Sub, shallvest in the Surviving Company, (b)all choses in action of Company and Merger Sub shall continue unaffected and uninterrupted bythe Merger and shall accrue to the Surviving Company, and (c) all debts, liabilities and duties of Company and Merger Sub shall becomethe debts, liabilities and duties of the Surviving Company. Following the Merger, the Surviving Company shall be dissolved or mergedwith and into Purchaser.

1.2The Closing. Company, Merger Sub and Purchaser shall consummate the Merger (the "Closing")(a) at the offices of Warner Norcross + Judd LLP, 150 Ottawa Ave. NW, Suite 1500, Grand Rapids, Michigan 49503, at 10:00 a.m., localtime, on a date to be agreed upon by Company and Purchaser upon five Business Days' written notice after the last of the conditions toClosing contained in Article VI (other than any conditions that by their nature are to be satisfied at the Closing) is satisfiedor waived in accordance with this Plan of Merger, or (b) at such other place and time or on such other date as Company and Purchasermay mutually determine (the date on which the Closing actually occurs is referred to as the "Closing Date").

1.3Effective Time of Merger. Upon completion of the Closing, Company and Merger Sub shall each promptly execute andfile a certificate of merger as required by the MBCA and MLLCA to effect the Merger (the "Certificate of Merger"). No partyshall take any action to revoke the Certificate of Merger after its filing without the written consent of the other party. The "EffectiveTime" of the Merger shall be the time and date when the Merger becomes effective as set forth in the Certificate of Merger. NotwithstandingSection 1.2, Company and Purchaser agree that, if requested by Purchaser, the Effective Time will occur on either the last dayof the month in which, or the first day of the month after which, the Closing occurs.

1.4Additional Actions. At any time after the Effective Time, the Surviving Company may determine that deeds, assignments,or assurances or any other acts are necessary or desirable to vest, perfect, or confirm, of record or otherwise, in the Surviving Company,and its successor and assigns, its rights, title, or interest in, to, or under any of the rights, properties, or assets of Company andMerger Sub acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger, or to otherwise carryout the purposes of this Plan of Merger. Company and Merger Sub grant to the Surviving Company, and its successors and assigns, an irrevocablepower of attorney to execute and deliver all such deeds, assignments, and assurances and to do all acts necessary, proper, or convenientto accomplish this purpose. This irrevocable power of attorney shall only be operative following the Effective Time and at such timethe officers and directors of the Surviving Company, and of its successors and assigns, shall be fully authorized in the name of Companyand Merger Sub to take any and all such actions contemplated by this Plan of Merger.

1.5Surviving Company. At the Effective Time, the Surviving Company shall have the following attributes until they aresubsequently changed in the manner provided by Law:

1.5.1Name. The name of the Surviving Company shall be "Leo Subsidiary LLC."

1.5.2Articles of Organization. The articles of organization of the Surviving Company shall be the articles of organization ofMerger Sub as in effect immediately prior to the Effective Time, without change.

1.5.3Operating Agreement. The operating agreement of the Surviving Company shall be the operating agreement of Merger Sub asin effect immediately prior to the Effective Time, without change.

1.5.4Officers. The officers of the Surviving Company shall be the officers of Merger Sub immediately before the Effective Time.

1.5.5Managers. The managers, if any, of the Surviving Company shall be the managers of Merger Sub immediately before the EffectiveTime.

1.6Reservation of Right to Revise Structure. At Purchaser's election, the Merger may alternatively be structured sothat (a) Company is merged with and into Purchaser or any other direct or indirect wholly-owned subsidiary of Purchaser or (b) any otherdirect or indirect wholly-owned subsidiary of Purchaser is merged with and into Company; provided, however, that no such changeshall (i) alter or change the amount or kind of the Merger Consideration or the treatment of the holders of Company Common Stock, (ii)prevent the parties from obtaining the opinions of counsel referred to in Section 6.2.5 and Section 6.3.5 or otherwisecause the transaction to fail to qualify for the Intended Tax Treatment, or (iii) materially impede or delay consummation of the transactionscontemplated by this Plan of Merger. In the event of such an election, the parties agree to execute an appropriate amendment to thisPlan of Merger (to the extent such amendment only changes the method of effecting the business combination and does not substantivelyaffect this Plan of Merger or the rights and obligations of the parties or their respective shareholders) in order to reflect such election.

ARTICLE II
EFFECT OF MERGER ON CAPITAL STOCK

2.1Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Company,Merger Sub, Purchaser or any other Person:

2.1.1Cancellation of Excluded Shares. Each share of Company Common Stock that is owned by Company (or by any of its wholly-ownedSubsidiaries) or Purchaser or Merger Sub (or by any of their respective wholly-owned Subsidiaries) (collectively, the "ExcludedShares," provided, however, that Excluded Shares shall not include Trust Account Shares or DPC Sharesas defined in this Plan of Merger) immediately before the Effective Time will automatically be canceled and cease to exist without deliveryof any consideration in exchange for or in respect of any Excluded Share.

2.1.2Conversion of Company Common Stock.

2.1.2.1Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including, for the avoidanceof doubt, each unvested share of restricted stock awarded under the Company Stock Plan and other than the Excluded Shares) (the aggregatetotal amount of such shares collectively, the

"Outstanding Company Common Stock"), shall be converted into the right toreceive the Per Share Merger Consideration whereupon such shares of Company Common Stock will no longer be outstanding and all rightswith respect to such shares of Company Common Stock will cease to exist, except the right to receive the Per Share Merger Consideration,any cash in lieu of fractional shares payable pursuant to Section 2.8, and any dividends or other distributions payable pursuantto Section 2.3, upon surrender of Certificates or Book-Entry Shares, in accordance with Section 2.2. No interest shallbe paid or will accrue on any payment to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II.

2.1.2.2"Merger Consideration" shall mean the aggregateconsideration to be paid in the Merger, which shall be equal to the product of (a) $14.85 and (b) the number of shares of OutstandingCompany Common Stock.

2.1.2.3"Per Share Merger Consideration" shall mean anumber of fully paid and nonassessable shares of Purchaser CommonStock (rounded up to the nearest one-thousandth) equal to the quotient obtained by dividing (a) the Aggregate Share Amount by (b) thenumber of shares of Outstanding Company Common Stock.

2.1.2.4"Aggregate Share Amount" shall mean (a) if the PurchaserCommon Stock Price is at least $89.03 and no more than $113.03, the Aggregate Share Amount shall the be the number of shares ofPurchaser Common Stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing (i) the Merger Considerationby (ii) the Purchaser Common Stock Price; (b) if the Purchaser Common Stock Price is less than $89.03, the Aggregate Share Amount shallbe the number of shares of Purchaser Common Stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing(i) the Merger Consideration by (ii) $89.03; and (c) if the Purchaser Common Stock Price is more than $113.03, the Aggregate Share Amountshall be the number of shares of Purchaser Common Stock equal to the quotient (rounded up to the nearest whole share) obtained by dividing(i) the Merger Consideration by (ii) $113.03.

2.1.2.5"Purchaser Common Stock Price"shall mean the mathematical average, calculated for the ten trading-day period ending on the second trading day preceding the ClosingDate, of the volume-weighted average price ("VWAP")of a share of Purchaser Common Stock for each trading day during such period as displayed under the heading "Bloomberg VWAP"on the Bloomberg Pagefor Purchaser (or its equivalent successor pageif such pageis not available). If the BloombergPageor the Bloomberg VWAP is not available for a trading day, "VWAP" shall mean the volume-weighted average price ofa share of Purchaser Common Stock for such trading day, as determined by a nationally recognized investment banking firm retained by Purchaserbased on available trading information for shares of Purchaser Common Stock.

2.1.3Merger Sub Limited Liability Company Units Remain Outstanding. Each unit of Merger Sub's limited liability company interestsissued and outstanding immediately prior to the Effective Time shall remain outstanding and represent one unit of limited liability companyinterests of the Surviving Company.

2.2Exchange Procedure.

2.2.1Prior to or at the Effective Time, Purchaser shall deposit with Equiniti Trust Company, LLC, or such other bank or trust companyas Purchaser may designate (the "Exchange Agent"), for the benefit of the holders of Company Common Stock as ofimmediately prior to the Effective Time, whether represented by Certificates or held as Book-Entry Shares, shares of Purchaser CommonStock, in the aggregate amount equal to the number of shares of Purchaser Common Stock to which holders of Company Common Stock are entitledpursuant to Section 2.1. In addition, Purchaser shall deposit with the Exchange Agent, prior to or at the Effective Time and asnecessary from time to time after the Effective Time, cash in an amount sufficient to make payment in lieu of any fractional shares pursuantto Section 2.8, and payment of any dividends or other distributions payable pursuant to Section 2.3. All such shares ofPurchaser Common Stock and cash deposited with the Exchange Agent pursuant to this Section 2.2.1 is referred to as the "ExchangeFund."

2.2.2As soon as reasonably practicable after the Effective Time, Purchaser shall cause the Exchange Agent to mail to each holder ofrecord of shares of Company Common Stock (other than the Excluded Shares), as of the Effective Time, a form of letter of transmittal (whichshall be in customary form and shall specify that delivery will be effected, and risk of loss and title to Certificates or Book-EntryShares will pass, only upon proper delivery of such Certificates or Book-Entry Shares to the Exchange Agent upon adherence to the proceduresset forth in the letter of transmittal) and instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchangefor the Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 2.8, and any dividends or otherdistributions payable pursuant to Section 2.3.

2.2.3Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Exchange Agent, together with such letter of transmittal,duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be requiredby the Exchange Agent, each holder of a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor (a) book-entryshares representing the number of whole shares of Purchaser Common Stock pursuant to Section 2.1, (b)cash in lieu of anyfractional shares payable pursuant to Section 2.8, and (c) any dividends or distributions payable pursuant to Section 2.3, andsuch Certificates and Book-Entry Shares so surrendered shall forthwith be canceled.

2.2.4In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of Company, paymentof the Merger Consideration may be made to a Person other than the Person in whose name the Certificates or Book-Entry Shares so surrenderedare registered if properly endorsed or otherwise in proper form for transfer and the Person requesting such payment shall pay any transferor other Taxes required by reason of the transfer or establish, to the reasonable satisfaction of Purchaser, that such Taxes have beenpaid or are not applicable. Until surrendered as contemplated by this Section 2.2.4, each Certificate and Book-Entry Share shallbe deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, anycash in lieu of fractional shares payable pursuant to Section 2.8, and any dividends or other distributions payable pursuant toSection 2.3.

2.2.5Any portion of the Exchange Fund that remains undistributed to holders of Certificates or Book-Entry Shares for one year afterthe Effective Time shall be delivered to Purchaser, upon demand, and any holders of Certificates or Book-Entry Shares who have not thencomplied with this Article II shall thereafter look only to Purchaser for, and Purchaser shall remain liable for, payment of theirclaims for the Merger Consideration, any cash in lieu of any fractional shares payable pursuant to Section 2.8, and any dividendsor other distributions payable pursuant to Section 2.3, in accordance with this Article II.

2.3Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to PurchaserCommon Stock with a record date on or after the Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-EntryShare with respect to the shares of Purchaser Common Stock that the holder of such unsurrendered Certificate or Book-Entry Share hasthe right to receive upon the surrender of such unsurrendered Certificate or Book-Entry Share and no cash payment in lieu of fractionalshares of Purchaser Common Stock shall be paid to any such holder pursuant to Section 2.8, until the holder of such Certificateor Book-Entry Share shall have surrendered such Certificate or Book-Entry Share in accordance with this Article II. Subject toescheat or other applicable Law, following the surrender of any Certificate or Book-Entry Share, there shall be paid to the record holderof shares of Purchaser Common Stock issued in exchange therefor, without interest, with respect to such shares of Purchaser Common Stock(a)at the time of such surrender, the amount of dividends or other distributions with a record date and a payment date on or afterthe Effective Time and on or prior to the date of such surrender and the amount of any cash payable in lieu of a fractional share ofPurchaser Common Stock to which such holder is entitled pursuant to Section 2.8, and (b)at the appropriate payment date,the amount of dividends or other distributions with a record date on or after the Effective Time but prior to such surrender and a paymentdate subsequent to such surrender payable with respect to such shares of Purchaser Common Stock.

2.4No Further Ownership Rights in Company Common Stock. The Merger Consideration, any cash in lieu of fractional sharespayable pursuant to Section 2.8, and any dividends or other distributions payable pursuant to Section 2.3 upon the surrenderof Certificates or Book-Entry Shares in accordance with the terms of this Article II shall be deemed to have been in full satisfactionof all rights pertaining to the Company Common Stock formerly represented by such Certificates or Book-Entry Shares. At the close ofbusiness on the Closing Date, the share transfer books of Company shall be closed, and there shall be no further registration of transferson the share transfer books of Company of shares of Company Common Stock that were outstanding immediately prior to the Effective Time.From and after the Effective Time, the holders of Certificates or Book-Entry Shares shall cease to have any rights with respect to sharesof Company Common Stock, except as otherwise provided in this Plan of Merger or by applicable Law.

2.5No Liability. To the fullest extent permitted by applicable Law, none of Company, Purchaser, or the Surviving Companywill be liable to any Company Shareholder or any other Person in respect of any cash properly delivered to a Governmental Entity pursuantto any applicable abandoned property, escheat or similar Laws.

2.6Lost, Stolen or Destroyed Certificates. In the event that any Certificate has been lost, stolen or destroyed, Purchaseror the Exchange Agent will, upon the receipt of an

affidavit of that fact by the holder of such Certificate in form and substance reasonablysatisfactory to Purchaser or the Exchange Agent, pay in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration,any cash in lieu of fractional shares payable pursuant to Section 2.8, and any dividends or other distributions payable pursuantto Section 2.3 payable in respect of the shares of Company Common Stock previously evidenced by such lost, stolen or destroyedCertificate. Purchaser or the Exchange Agent, as a condition precedent to the payment of the Merger Consideration, any cash in lieu offractional shares payable pursuant to Section 2.8, and any dividends or other distributions payable pursuant to Section 2.3,may require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such amount as Purchaser or the Exchange Agentmay reasonably direct (which amount shall be consistent with Purchaser's or Exchange Agent's customary procedure for Purchaser's existingshareholders) as indemnity against any claim that may be made against Purchaser with respect to such Certificate.

2.7Withholding Rights. Purchaser shall be entitled to deduct and withhold, or cause to be deducted or withheld, fromthe consideration otherwise payable pursuant to this Plan of Merger such amounts as it is required to deduct and withhold with respectto the making of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are sowithheld or paid over to or deposited with the relevant Governmental Entity by Purchaser, such withheld amounts shall be treated forall purposes of this Plan of Merger as having been paid to the Person in respect of which such deduction and withholding was made byPurchaser.

2.8No Fractional Shares. No certificates or scrip representing fractional shares of Purchaser Common Stock shall be issued uponthe surrender for exchange of Certificates or Book-Entry Shares, no dividends or other distributions of Purchaser shall be paid with respectto such fractional share interests, and such fractional share interests will not entitle the owner to vote or to have any rights of aholder of shares of Purchaser Common Stock. Notwithstanding any other provision of this Plan of Merger, each holder of Certificates orBook-Entry Shares who would otherwise have been entitled to receive a fraction of a share of Purchaser Common Stock (determined aftertaking into account all Certificates and Book-Entry Shares delivered by such holder) shall receive, in lieu of such fractional part ofa share of Purchaser Common Stock, cash (without interest) in an amount equal to the product of (a)such fractional part of a shareof Purchaser Common Stock multiplied by (b)the Purchaser Common Stock Price.

2.9Adjustments. Notwithstanding anything to the contrary in this Article II, if, between the date of this Planof Merger and the Effective Time, there is declared (with an effective time prior to the Effective Time) or effected a reorganization,reclassification, recapitalization, stock split (including a reverse stock split), split-up, stock dividend or stock distribution (includingany dividend or distribution of securities convertible into Purchaser Common Stock or Company Common Stock), combination, exchange, orreadjustment of shares with respect to, or rights issued in respect of, Purchaser Common Stock or Company Common Stock, the Per ShareMerger Consideration shall be proportionately and appropriately adjusted to provide to the holders of Company Common Stock the same economiceffect as contemplated by this Plan of Merger prior to such event. Notwithstanding any other provisions of this Section 2.9, noadjustment shall be made in the event of the issuance of additional shares of Purchaser Common Stock pursuant to any dividend reinvestmentplan or direct investment plan of Purchaser, pursuant to the exercise of stock options awarded under any director, employee or affiliatestock option plans of Purchaser or its

subsidiaries, or upon the grant or sale of shares or rights to receive shares to or for the accountof any director, employee, or affiliate of Purchaser or any of its subsidiaries pursuant to any stock option or other compensation orbenefit plans of Purchaser, or in connection with the issuance of shares as merger consideration in a transaction where Purchaser isthe surviving corporation or in connection with any offering of shares where Purchaser receives consideration in exchange for the sharesso offered.

2.10Upset Condition.

2.10.1 The"Upset Condition" shall have occurred if both of the following conditions exist as of the last day of the PricingPeriod: (a) the Average Purchaser Closing Price is less than $80.82 (the "Floor Purchaser Price"); and (b) the numberdetermined by dividing the Average Purchaser Closing Price by $101.03 is less than the number obtained by subtracting (i) 20% from(ii) the quotient obtained by dividing the Final Index Price by the Initial Index Price. The "Initial Index Price"means the $94.81 closing price of the KBW Nasdaq Regional Banking Index (KRX) on April 12, 2024. The "AveragePurchaser Closing Price" means the average volume weighted trading price per share of Purchaser Common Stock on which sharesof Purchaser Common Stock were actually traded in transactions reported on the Nasdaq stock exchange during the twenty (20) tradingdays immediately preceding the first date on which all Requisite Regulatory Approvals (and waivers, if applicable) necessary for theconsummation of the Merger have been received (disregarding any waiting period) (the "Pricing Period"). The"Final Index Price" means the closing price of the KBW Nasdaq Regional Banking Index (KRX) on the last day of thePricing Period.

2.10.2If the Upset Condition exists as of the last day of the Pricing Period, Company shall have the right, exercisable at any time priorto 5:00 p.m., Eastern Time on the second Business Day after the last day of the Pricing Period (the "Exercise Period")to (a) proceed with the Merger on the basis of the Per Share Merger Consideration as calculated pursuant to Section 2.1.2, subjectto applicable adjustment as provided in Section 2.9, by delivering to Purchaser within the Exercise Period written notice of itsdecision to do so or by failing to deliver any notice to Purchaser; or (b) request Purchaser to adjust the Aggregate Share Amount usedto calculate the Per Share Merger Consideration in accordance with Section 2.1.2, by delivering to Purchaser within the ExercisePeriod written notice to such effect (an "Increase Notice"), to an Aggregate Share Amount computed by (i) multiplyingthe Aggregate Share Amount calculated in accordance with Section 2.1.2 by a fraction that has as its numerator the Floor PurchaserPrice and that has as its denominator the Average Purchaser Closing Price (the "Adjusted Per Share Merger Consideration").

2.10.3If the Upset Condition occurs and Purchaser receives an Increase Notice, Purchaser shall either accept or decline the AdjustedPer Share Merger Consideration by delivering written notice of its decision to Company at or before 5:00 p.m., Eastern Time on the secondBusiness Day after receipt of the Increase Notice (the "Acceptance Period"). If Purchaser accepts the Adjusted Per ShareMerger Consideration within the Acceptance Period, this Plan of Merger shall remain in effect in accordance with its terms except thatthe Per Share Merger Consideration shall be equal to the Adjusted Per Share Merger Consideration. If Purchaser declines the AdjustedPer Share Merger Consideration or fails to deliver written notice of its decision to accept or decline the Adjusted Per Share Merger

Consideration within the Acceptance Period, the Merger shall be abandoned and this Plan of Merger shall thereupon terminate without furtheraction by Company or Purchaser effective as of 5:00 p.m., Eastern Time on the Business Day following the expiration of the AcceptancePeriod; provided, that if Purchaser so declines the Adjusted Per Share Merger Consideration or fails to deliver written noticeof its decision to accept or decline the Adjusted Per Share Merger Consideration within the Acceptance Period, Company may, by writtennotice delivered to Purchaser at or before 5:00 p.m., Eastern Time on the Business Day following the expiration of the Acceptance Period,elect to proceed with the Merger on the basis of the Per Share Merger Consideration calculated in accordance with Section 2.1.2,subject to applicable adjustment as provided in Section 2.9, and, upon such election, no abandonment of the Merger or terminationof the Plan of Merger shall be deemed to have occurred, this Plan of Merger shall remain in effect in accordance with its terms, andthe Closing shall thereafter occur, in accordance with the terms of this Plan of Merger.

ARTICLE III
COMPANY'SREPRESENTATIONS AND WARRANTIES

On or prior to the date hereof,Company has delivered to Purchaser a schedule (the "Company Disclosure Letter") setting forth, among other things,items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provisionhereof or as an exception to one or more of the representations or warranties contained in this Article III or to one or more ofits covenants contained in Article V. Accordingly, Company hereby represents and warrants to Purchaser as follows, except (a) asset forth on the Company Disclosure Letter, or (b) as disclosed in the Company SEC Reports filed with or furnished to the SEC since January1, 2022 and publicly available prior to the date hereof (excluding any risk factor disclosures set forth under the heading "RiskFactors," any disclosure of risks included in any "forward-looking statements" disclaimer or any other predictive, cautionaryor forward-looking statement of risk); provided, that nothing disclosed in the Company SEC Reports will be deemed to modify or qualifythe representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3.1, Section 3.3.2, Section3.4.1, Section 3.4.2, Section 3.22 or Section 3.35:

3.1Authorization, No Conflicts, Etc.

3.1.1Authorization of Plan of Merger. Company has the requisite corporate power and authority to execute and deliver this Planof Merger, to perform its obligations hereunder and, subject to the affirmative vote of the holders of at least a majority of the outstandingshares of Company Common Stock entitled to vote to approve the Plan of Merger (the "Company Shareholder Approval"), toconsummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and the consummation of theMerger and the other transactions contemplated by this Plan of Merger have been duly authorized, at a meeting duly called and held, bythe Company Board of Directors. The Company Board of Directors at such meeting has unanimously (a)determined that the terms ofthis Plan of Merger are advisable, fair to and in the best interests of Company and the Company Shareholders, and (b)adopted thisPlan of Merger, approved and authorized the transactions contemplated by this Plan of Merger and, subject to Section 5.3.5, resolvedto recommend approval by the Company Shareholders of this Plan of Merger and the transactions contemplated by it (such recommendation,the "Company Board Recommendation") and (c)

directed this Plan of Merger and the Merger be submitted to the Company Shareholdersfor approval. Except for the Company Shareholder Approval, no other corporate proceedings on the part of Company are necessary to authorizethis Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and (assuming due authorization,execution and delivery by Purchaser and Merger Sub) constitutes valid and binding obligations of, Company and is enforceable againstCompany in accordance with its terms, except to the extent that (i) such enforcement may be subject to applicable bankruptcy, insolvency,reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights generally and (ii) equitableremedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretionof the court before which any proceeding therefor may be brought.

3.1.2No Conflict, Breach, Violation, Etc. The execution, delivery, and performance of this Plan of Merger by Company and theconsummation of the Merger, do not and will not violate, conflict with, or result in a breach of: (a)any provision of the articlesof incorporation or bylaws (or similar organizational documents) of Company or any Subsidiary of Company (each a "Company Subsidiary"and collectively, the "Company Subsidiaries"); or (b)any Law or Order applicable to Company or any CompanySubsidiary, assuming the timely receipt of each of the approvals referred to in Section 3.1.4.

3.1.3Regulatory Restrictions. The execution, delivery, and performance of this Plan of Merger by Company and the consummationof the Merger do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval,waiver, extension, amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding,board resolutions or other regulatory agreement or commitment with or from a Governmental Entity to which Company or any Company Subsidiaryis a party or subject, or by which Company or any Company Subsidiary is bound or affected.

3.1.4Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of any GovernmentalEntity or any stock market or stock exchange on which Company Common Stock is listed for trading is required for the consummation ofthe transactions contemplated by this Plan of Merger by Company other than in connection or compliance with (a) the filing of the Certificateof Merger in accordance with the MBCA and the MLLCA, (b) the filing with the SEC of the RegistrationStatement and the Proxy Statement, and such reports under Section13(a) of the Exchange Act, and such other compliance with theExchange Act and the rules and regulations thereunder, as may be required in connection with this Plan of Merger and the transactionscontemplated hereunder, (c) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as maybe required under applicable state securities or "blue sky" Laws or the rules and regulations of the Nasdaq stock exchange, and(d) the consents, authorizations, approvals, or exemptions required under the Bank Holding Company Act, the FDI Act, and the MichiganBanking Code. Company has no Knowledge of any reason why the regulatory approvals referred to in this Section 3.1.4 cannot beobtained or why the regulatory approval process would be materially impeded.

3.2Organization and Good Standing. Company is a corporation duly organized, validly existing, and in good standingunder the Laws of the State of Michigan. Company has all requisite corporate power and authority to own, operate, and lease its propertiesand assets and to carry on its business as it is now being conducted in all material respects. Company is a bank holding company dulyregistered as such with the Federal Reserve Board under the Bank Holding Company Act. Company is not, and is not required to be, qualifiedor admitted to conduct business as a foreign corporation in any other state, except where such failure to be so qualified has not had,and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

3.3Subsidiaries.

3.3.1Ownership. Section 3.3.1 of the Company Disclosure Letter sets forth a true and complete list of each Company Subsidiaryas of the date of this Plan of Merger. Other than the Company Subsidiaries, Company does not have "control" (as defined in Section2(a)(2) of the Bank Holding Company Act, using 5 percent rather than 25 percent), either directly or indirectly, of any Person engagedin an active trade or business or that holds any significant assets. Company or a Company Subsidiary owns all of the issued and outstandingcapital stock or other equity interests of each of the Company Subsidiaries, free and clear of any claim or Lien of any kind. Allof the issued and outstanding shares of capital stock or other equity interests of each Company Subsidiary have been, as applicable, dulyauthorized and validly issued and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, calloption, right of first refusal, preemptive right, subscription right or any similar right. There is no legally binding and enforceablesubscription, option, warrant, right to acquire, or any other similar agreement pertaining to the capital stock or other equity interestsof any Company Subsidiary.

3.3.2Organization and Good Standing. Each of the Company Subsidiaries (a)is duly organized, validly existing and in goodstanding under the Laws of its jurisdiction of organization; (b)is duly qualified to do business and in good standing in all jurisdictions(whether federal, state, or local) where its ownership or leasing of property or the conduct of its business requires it to be so qualified;and (c)has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business asnow conducted, except in each of (b) and (c) as has not had, and would not reasonably be expected to have, individually or in the aggregate,a Company Material Adverse Effect. Company has made available to Purchaser true, correct and completecopies of the organizational documents of each Company Subsidiary (and all amendments thereto) as currently in effect, and no CompanySubsidiary is in default in the performance, observation or fulfillment of its obligations under such documents, except for such defaultsthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

3.3.3Deposit Insurance; Other Assessments. The deposit accounts of each Company Subsidiary that is a depository institutionare insured by the FDIC to the fullest extent permitted by Law, and all premiums and assessments to be paid in connection therewith havebeen paid by each such Company Subsidiary when due. No proceeding for the revocation or termination of such deposit insurance is pendingor, to the Knowledge of

Company, threatened. Company and each Company Subsidiary has paid as and when due all material fees, charges,assessments, and the like as required by Law to each and every Governmental Entity having jurisdiction over Company or each Company Subsidiary.

3.4Capital Stock.

3.4.1 Classesand Shares. The authorized capital stock of Company consists of (a) 200,000,000 shares of common stock, no par value("Company Common Stock"), of which 34,361,562 shares were issued and outstanding as of the close of business on April12, 2024 and (b) 500,000 shares of preferred stock, none of which were issued and outstanding as of the date of this Plan of Merger.As of the date of this Plan of Merger, there is no security or class of securities outstanding that represents or is convertibleinto capital stock of Company.  All of the issued and outstanding shares of Company Common Stock have been duly authorized andvalidly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to theownership thereof.

3.4.2Stock Plans. Section 3.4.2 of the Company Disclosure Letter sets forth, as of the date of this Plan of Merger, (a)the number of shares of Company Common Stock that are authorized and reserved for issuance under the Company Stock Plan, and (b) the numberof outstanding unvested shares of restricted stock awarded under the Company Stock Plan, including the name of each holder thereof, theapplicable grant date thereof, the vesting conditions thereof, and the dollar amount of any accrued dividend equivalents thereon. As ofthe date of this Plan of Merger, there are no other compensatory awards outstanding pursuant to which Company Common Stock is issuable,or that relate to or are determined by reference to the value of Company Common Stock. All outstanding shares of Company Common Stock,and all Company Common Stock reserved for issuance under the Company Stock Plan, when issued in accordance with the terms of the CompanyStock Plan, are or will be duly authorized, validly issued, fully paid and non-assessable and not issued in violation of any preemptiverights, purchase option, call or right of first refusal rights. Company has made available to Purchasercomplete and accuratecopies of the Company Stock Plan and forms of agreements evidencing restricted stock awards. All outstandingCompany restricted stock awards have been granted pursuant to, and in compliance with, the Company Stock Plan, and have been granted pursuantto one of the forms made available pursuant to the foregoing sentence, without any material deviation therefrom.

3.4.3Issuance of Shares. After the date of this Plan of Merger, the number of issued and outstanding shares of capital stockof Company is not subject to change before the Effective Time, other than the issuance of shares of restricted stock in the ordinary courseof business and consistent with past practice.

3.4.4Voting Rights. Other than the issued and outstanding shares of Company Common Stock described in Section 3.4.1,neither Company nor any Company Subsidiary has outstanding any security or issue of securities the holder or holders of which have theright to vote on the approval of the Merger or this Plan of Merger, or that entitle the holder or holders to consent to, or withholdconsent on, the Merger or this Plan of Merger. Company is not party to a shareholder rights agreement, "poison pill" or similar anti-takeoveragreement or plan.

3.4.5Appraisal Rights. No Company Shareholder will be entitled to appraisal rights, whether pursuant to the MBCA, Company's articlesof incorporation or bylaws, or any resolution of Company's Board of Directors, as a result of the consummation of the Merger.

3.5Financial Statements. The consolidated financial statements of Company as of and for each of the three years endedDecember 31, 2023, 2022 and 2021 as audited by Company's independent auditors, including all schedules and notes relating to such statements(collectively, "Company Financial Statements") fairly present, and the unaudited consolidated financial statementsof Company as of and for each quarter ending after the date of this Plan of Merger until the Effective Time, including all schedulesand notes, if any, relating to such statements, will fairly present, the consolidated financial condition and the results of operations,changes in shareholders' equity, and cash flows of Company as of the respective dates of and for the periods referred to in such financialstatements, all in accordance in all material respects with GAAP, consistently applied, subject, in the case of unaudited interim financialstatements, to normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have,individually or in the aggregate, a Company Material Adverse Effect) and the absence of notes (that, if presented, would not differ materiallyfrom those included in the Company Financial Statements). No financial statements of any entity or enterprise other than the CompanySubsidiaries are required by GAAP to be included in the consolidated financial statements of Company. The Company Financial Statementshave been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries.

3.6Absence of Certain Changes or Events. Since June 30, 2023, (a)Company and the Company Subsidiaries have conductedtheir respective businesses in the ordinary course consistent with past practice (other than discussions and negotiations related tothis Plan of Merger), and (b) no event or events have occurred that have had, individually or in the aggregate, or would reasonably beexpected to have, individually or in the aggregate, a Company Material Adverse Effect.

3.7Legal Proceedings. There is no Action pending or, to the Knowledge of Company, threatened, against Company or anyof the Company Subsidiaries or any of their respective properties, rights or assets (a) as of the date of this Plan of Merger, that challengesor seeks to enjoin, alter, prevent or materially delay the Merger or (b) has had, or would reasonably be expected to have, individuallyor in the aggregate, a Company Material Adverse Effect. There is no material unsatisfied judgment, penalty or award against Company orany of the Company Subsidiaries. Neither Company nor any of the Company Subsidiaries, nor any of their respective properties, rightsor assets, is subject to any (i) Order or any investigation by a Governmental Entity, (ii) unresolved violation, criticism or exceptionby any Governmental Entity, or (iii) formal or informal inquiry by, or disagreements or disputes with, any Governmental Entity with respectto the business, operations, policies or procedures of Company or any Company Subsidiary, in each case of clauses (i) through (iii),which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No officeror director of Company or any of the Company Subsidiaries is a defendant in any Action commenced by any shareholder of Company or anyof the Company Subsidiaries with respect to the performance of his or her duties as an officer or a director of Company or any of theCompany Subsidiaries under

any applicable Law, except for any Action arising out of or relating to the Merger and the transactions contemplatedby this Plan of Merger.

3.8Regulatory Filings. Since January 1, 2021:

3.8.1Regulatory Filings. Company and each Company Subsidiary has timely filed or furnished all material reports, registrations,statements and filings, together with any amendments required to be made with respect thereto, that they were required to file or furnishwith Governmental Entities as required by applicable Law, including filings with (a) the Michigan Secretary of State, the Michigan Departmentof Insurance and Financial Services, and any other state regulatory authority, (b) the SEC, (c) the Federal Reserve Board, and (d) theFDIC.

3.8.2Complete and Accurate. All such filings, as of their respective filing dates, complied in all material respects with allLaws, forms, and guidelines applicable to such filings.

3.9No Indemnification Claims.  To the Knowledge of Company, no claims are outstanding against the Company orany Company Subsidiaries for indemnification or reimbursem*nt of any Person.

3.10Conduct of Business; Compliance with Law.

3.10.1Company and each Company Subsidiary has conducted its business and used its properties in compliance in all material respects withall, and are not in material default or violation under any, applicable Orders and Laws.

3.10.2 Noneof Company, any Company Subsidiary, nor, to the Knowledge of Company, any director, officer, employee or agent acting in suchcapacity on behalf and at the direction of Company or any Company Subsidiary, has, directly or indirectly, (a)used any fundsof Company or any Company Subsidiary for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relatingto political activity, (b)made any unlawful payment to foreign or domestic governmental officials or employees or to foreignor domestic political parties or campaigns from funds of Company or any Company Subsidiary, (c)violated any provision thatwould result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d)established ormaintained any unlawful fund of monies or other assets of Company or any Company Subsidiary, (e)made any fraudulent entry onthe books or records of Company or any Company Subsidiary, or (f)made any unlawful bribe, unlawful rebate, unlawful payoff,unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form,whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Companyor any Company Subsidiary, to pay for favorable treatment for business secured or to pay for special concessions already obtainedfor Company or any Company Subsidiary, or is currently subject to any United States sanctions administered by the Office of ForeignAssets Control of the United States Treasury Department.

3.11Transaction Documents. None of the information supplied or to be supplied by Company for inclusion or incorporationby reference and contained in any Transaction

Document will contain any untrue statement of material fact or omit to state a materialfact required to be stated therein or necessary to make the statements therein, in light of the circ*mstances under which they were made,not misleading, (a)in the case of any Transaction Document (other than the Registration Statement and the Proxy Statement) at thetime it is filed or at any time it is amended or supplemented, (b)in the case of the Registration Statement, at the time it isfiled with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, and (c)in the case of the Proxy Statement, at the date it is first mailed to the Company Shareholders and at the time of the Company ShareholderMeeting. All Transaction Documents that Company is required to file with the SEC in connection with the Merger and the portions of theRegistration Statement and Proxy Statement relating to Company and the Company Subsidiaries will comply as to form in all material respectswith the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder.

3.12Agreements With Bank Regulators. Neither Company nor any Company Subsidiary is a party to any Contract, cease anddesist order, written agreement or memorandum of understanding with, or a party to any commitment letter, board resolution or similarundertaking to, or is subject to any Order by, or, since January 1, 2021, has been ordered to pay any civil money penalty by, oris a recipient of any extraordinary supervisory letter from, any Governmental Entity that restricts materially the conduct of Company'sor a Company Subsidiary's business, or in any manner relates to the capital adequacy, credit or reserve policies or management of Companyor any Company Subsidiary (a "Regulatory Agreement"), nor has Company nor any Company Subsidiary been advisedby any Governmental Entity since January 1, 2021 that a Governmental Entity is contemplating issuing or requesting an Order or a RegulatoryAgreement. Neither Company nor any Company Subsidiary is required by Section 32 of the FDI Act or FDIC Regulation Part 359 or the FederalReserve Board to give prior notice to a federal banking agency of the proposed addition of an individual to its board of directors orthe employment of an individual as a senior executive officer or to limit golden parachute payments or indemnification. Neither Companynor any Company Subsidiary has been designated as in "troubled condition" by any Governmental Entity.

3.13Tax Matters.

3.13.1All Tax Returns required by applicable Law to have been filed by Company and each Company Subsidiary have been filed when due (takinginto account any applicable extensions), and each such Tax Return was true and correct in all material respects when filed. Company andeach Company Subsidiary has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paidto any third party. All income and other material Taxes that are due and payable by Company and each Company Subsidiary have been paid.

3.13.2None of the Tax Returns of Company or the Company Subsidiaries filed for any Tax year beginning after December 31, 2018 have beenaudited by the IRS or any federal, state, local or foreign taxing authority. There is no tax audit or legal or administrative proceedingconcerning Tax Returns or the assessment or collection of Taxes ongoing or pending or, to Company's Knowledge, threatened with respectto Company or any Company Subsidiary and the Company has not been notified in writing of any such threatened audit or proceeding. Noclaim concerning the calculation, assessment or collection of Taxes

has been asserted with respect to Company or any Company Subsidiaryexcept for any claim that has been fully resolved and the costs of such resolution fully paid and reflected in the Company FinancialStatements. There are no material Liens on any of the assets of Company or any of the Company Subsidiaries that arose in connection withany failure (or alleged failure) to pay any Tax, other than Liens for Taxes not yet due and payable.

3.13.3Neither Company nor any Company Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extensionof time with respect to any Taxes, which waiver or extension is still open.

3.13.4Neither Company nor any Company Subsidiary has been included in any "consolidated," "unitary" or "combined"Tax Return for any taxable period for which the statute of limitations has not expired (other than a group of which Company is the commonparent). Neither Company nor any Company Subsidiary is a general partner in any partnership.

3.13.5In any year for which the applicable statute of limitations remains open, neither Company nor any Company Subsidiary has been orhas purported to be a "distributing corporation" or a "controlled corporation" in a distribution intended to qualifyfor tax-free treatment under Section 355 of the Code.

3.13.6The tax and audit positions taken by Company and the Company Subsidiaries in connection with Tax Returns were reasonable and assertedin good faith. No listed or other reportable transaction within the meaning of Sections 6011, 6111 or 6112 of the Code or any comparableprovision of any other applicable Tax Law has been engaged in by, or with respect to, Company or any Company Subsidiary. Company and theCompany Subsidiaries have disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantialunderstatement of federal income tax within the meaning of Section 6662 of the Code.

3.13.7Neither Company nor any Company Subsidiary has participated in or been a party to a transaction that, as of the date of this Planof Merger, constitutes a "listed transaction" for purposes of Section 6011 of the Code (or a similar provision of state Law).

3.13.8Neither Company nor any Company Subsidiary has taken any action or has Knowledge of any fact that would reasonably be expectedto prevent the Merger from qualifying for the Intended Tax Treatment.

3.13.9There has been no disallowance of a deduction under Section 162(m) of the Code or excise tax imposed under Section 280G of theCode for any amount paid or payable by Company or any Company Subsidiary as employee compensation, whether under any contract, plan,program or arrangement, understanding or otherwise, and neither Company nor any Company Subsidiary has taken any action or has Knowledgeof any fact that would reasonably be expected to cause any such disallowance or imposition of excise tax in the future.

3.13.10Company and the Company Subsidiaries have each maintained all necessary and appropriate accounting records to support the positionstaken on all filed Tax Returns and all exemptions from filing Tax Returns.

3.13.11Each of Company and the Company Subsidiaries has withheld and paid over all material Taxes required to have been withheld and paidover, and has complied with all information reporting and backup withholding requirements, including maintenance of required records withrespect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor or other third parties. Theprovisions made for Taxes on the Company Financial Statements are sufficient for the payment of all accrued but unpaid Taxes as of thedates of the applicable Company Financial Statement, whether or not disputed.

3.13.12Tax Accounting. Neither Company nor any Company Subsidiary will be required to include any item of income in, or excludeany item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:(a) change in method of accounting for a taxable period ending on or prior to the Closing Date; (b) "closing agreement" as describedin Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or priorto the Closing Date; (c) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 ofthe Code (or any corresponding or similar provision of state, local or foreign income Tax Law); (d) installment sale or open transactiondisposition made on or prior to the Closing Date; or (e) prepaid amounts received or deferred revenue accrued on or prior to the ClosingDate. No property of Company or any Company Subsidiary is "tax exempt use property" within the meaning of Section 168(h) ofthe Code or directly or indirectly secures any debt the interest on which is exempt from tax under Section 103(a) of the Code. Any federalincome tax liability related to bad debt deductions of Company or any Company Subsidiary are recorded in the Company Financial Statements.

3.13.13Successor Liability. Neither Company nor any Company Subsidiary is a party to a Tax sharing, indemnification or similaragreement, is or has been a member of an affiliated group filing consolidated or combined tax returns (other than a group over which Companyis the common parent) or otherwise has any liability for the Taxes of any party other than Company and the Company Subsidiaries.

3.13.14Section 382. An "ownership change" as defined by Section 382 of the Code has not occurred with respect to Companysince December 31, 2021.

3.13.15Section 409A Liabilities. Neither Company nor any Company Subsidiary (a) has failed to report any compensation as requiredby Section 409A of the Code; or (b) has taken any action or has Knowledge of any fact that could reasonably be expected to result in anyliability under Section 409A of the Code.

3.14 Properties.With respect to each parcel of real property owned by Company or any Company Subsidiary, including all other real estate owned("Company Real Property"), and also with respect to each parcel of real property leased by Company or any CompanySubsidiary ("Company-Leased Real Property") (Section 3.14 of the Company Disclosure Letter

sets forth a completeand correct list and brief description of all Company Real Property and Company-Leased Real Property):

3.14.1Title to and Interest in Properties. Company and each Company Subsidiary has good and valid title to, or valid leaseholdinterests in, all of their Company Real Property and Company-Leased Real Property free and clear of all Liens, except for Permitted Liens.

3.14.2No Encroachments. Except for encroachments that have been insured by a title insurance policy benefitting Company or a CompanySubsidiary, no building or improvement to Company Real Property or, to the Knowledge of Company, Company-Leased Real Property encroacheson any easem*nt or property owned by another Person. No building or property owned by another Person encroaches on Company Real Propertyor, to the Knowledge of Company, Company-Leased Real Property or on any easem*nt benefiting Company Real Property or Company-Leased RealProperty. No claim of encroachment has been asserted by any Person with respect to any of Company Real Property or, to the Knowledge ofCompany, Company-Leased Real Property.

3.14.3Buildings. All buildings and improvements to Company Real Property and, to the Knowledge of Company, Company-Leased RealProperty are in good condition (normal wear and tear excepted), are structurally sound and are not in need of material repairs, are fitfor their intended purposes, and are adequately serviced by all utilities necessary for the effective operation of business as presentlyconducted at that location.

3.14.4No Condemnation. None of Company Real Property or, to the Knowledge of Company, Company-Leased Real Property is the subjectof any condemnation action. To the Knowledge of Company, there is no proposal under active consideration by any public or governmentalauthority or entity to acquire Company Real Property or Company-Leased Real Property for any governmental purpose.

3.14.5Validity. Each premises comprising Company Real Property and, to the Knowledge of Company, Company-Leased Real Propertyis a lawfully existing parcel that is: (a) a valid platted parcel; (b) a valid condominium unit; or (c) a lawfully existing parcel withinthe meaning of the Land Division Act, Act No. 288 of the Public Acts of 1967, as amended.

3.14.6Access. Each premises comprising Company Real Property and, to the Knowledge of Company, Company-Leased Real Property hasboth legal and practical pedestrian and vehicular access to a public street.

3.14.7Obligations. Company and each Company Subsidiary, as applicable, has paid all amounts due and owing and performed in allmaterial respects all obligations under each agreement that affects any of Company Real Property or Company-Leased Real Property.

3.14.8Additional Representations Regarding Real and Personal Property Leases. With respect to each lease and license pursuantto which Company or any Company Subsidiary, as lessor, lessee, licensor or licensee, has possession or leases or licenses

to others anyreal or personal property, excluding any personal property lease with payments of less than $100,000 per year (each, a "CompanyLease"):

(a)Valid. Each of Company's Leases is valid, effective, and enforceable against the lessor or licensor in accordance with itsterms, except as limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generallyand the availability of equitable remedies.

(b)No Default. There is no existing default under any of Company's Leases or any event that with notice or passage of time,or both, would constitute a default with respect to Company, any Company Subsidiary or, to the Knowledge of Company, any other party tothe contract, which default is reasonably expected to have a Company Material Adverse Effect.

3.14.9Personal Property. Company or a Company Subsidiary, as applicable, has good, valid and insurable title to, or a validleasehold interest in, all tangible and intangible assets used, intended or required for use by Company and the Company Subsidiaries inthe conduct of their businesses, free and clear of any Liens, except for Permitted Liens, and all such tangible personal property is ingood working condition and repair, normal wear and tear excepted.

3.15Intellectual Property. Company and the Company Subsidiaries exclusively own, or have a valid license or other validright to use, all material Intellectual Property as used in their business as presently conducted; it being understood that the foregoingshall not be construed to expand or diminish the scope of the non-infringement representations and warranties that follow in this Section3.15.No Actions, suits or other proceedings are pending or, to the Knowledge of Company, threatened that Company or any of the Company Subsidiariesis infringing, misappropriating or otherwise violating the rights of any Person with regard to any Intellectual Property. To the Knowledgeof Company, no Person is infringing, misappropriating or otherwise violating the rights of Company or any of the Company Subsidiarieswith respect to any Intellectual Property owned or purported to be owned by Company or any of the Company Subsidiaries, all of whichthat is registered and active is listed on Section 3.15 of the Company Disclosure Letter (collectively the "Company-OwnedIntellectual Property"). Except as have not had, and would not reasonably be expected to have, individually or in the aggregate,a Company Material Adverse Effect, to the Knowledge of Company: (a)no circ*mstances exist which could reasonably be expected togive rise to any (i)Action that challenges the rights of Company or any of the Company Subsidiaries with respect to the validityor enforceability of the Company-Owned Intellectual Property or (ii)claim of infringement, misappropriation, or violation by theCompany of the Intellectual Property rights of any Person, and (b)the consummation of the transactions contemplated by this Planof Merger will not give rise to any claim by any Person to a right to own, purchase, transfer, use, alter, impair, extinguish or restrictany Company-Owned Intellectual Property or Intellectual Property licensed to Company or any Company Subsidiary.

3.16Required Licenses, Permits, Etc. Company and each Company Subsidiary hold all material Permits and other rightsfrom all appropriate Governmental Entities necessary for the conduct of its business substantially as presently conducted. All such materialPermits and rights are in full force and effect, and none of Company or any Company Subsidiaries has received

any notice (whether writtenor, to the Knowledge of the Company, oral) of any pending or threatened action by any Governmental Entity to suspend, revoke, cancelor limit any Permit.

3.17Material Contracts and Change of Control.

3.17.1"Material Contracts" Defined. For the purposes of this Plan of Merger, the term "Company Material Contract"means any of the following Contracts to which Company or any of the Company Subsidiaries is a party or to which any of them or their assetsare bound as of the date of this Plan of Merger:

3.17.1.1Each Contract that has been or would be required to be, but has not been, filed by Company as a material contract pursuant to Item601(b)(10) of Regulation S-K on Form 10-K under the Exchange Act as if such Form 10-K were filed as of the date of this Plan of Merger;

3.17.1.2Each Contract, other than any Contracts contemplated by this Plan of Merger, that limits in any material respect the ability ofCompany or any of the Company Subsidiaries to engage or compete in any business (including geographic restrictions and exclusive or preferentialarrangements);

3.17.1.3Each Contract that creates a partnership or joint venture to which Company or any of the Company Subsidiaries is a party;

3.17.1.4Each Contract between or among Company and any Company Subsidiary or Company Subsidiaries;

3.17.1.5Each employment Contract with an employee of Company or any Company Subsidiary or any other compensatory Contract or plan in whichany executive officer of Company or any Company Subsidiary participates (other than any compensatory Contract or plan which pursuant toits terms is available to employees, officers, or directors generally and which in operation provides for the same method of allocationof benefits between management and non-management participants);

3.17.1.6Each Contract with a correspondent bank;

3.17.1.7Any commitment made to Company or the Company Subsidiaries relating to outstanding Indebtedness, permitting it to borrow money,any letter of credit, any pledge, any security agreement, any guarantee or any subordination agreement, or other similar or related typeof understanding, as to which Company or any of the Company Subsidiaries is a debtor or pledgor, other than Contracts evidencing depositliabilities, purchases of federal funds, fully secured repurchase agreements, FHLB advances, or trade payables made in the ordinary courseof business consistent with past practices;

3.17.1.8Each Contract that relates to the acquisition or disposition of any material business (whether by merger, sale of stock, saleof assets or otherwise) or material asset, other than this Plan of Merger, pursuant to which Company or any of the Company Subsidiarieshas any continuing obligations, contingent or otherwise;

3.17.1.9Each Contract that grants any right of first refusal or right of first offer or similar right or that limits the ability of Companyor any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses;

3.17.1.10Each voting agreement or registration rights agreement with respect to the capital stock of Company or any of the Company Subsidiaries;

3.17.1.11Each Contract granting Company or any Company Subsidiary the right to use, restricting Company's or any Company Subsidiary's rightto use, or granting any other Person the right to use Intellectual Property that is material to the conduct of Company's or any CompanySubsidiary's business (including any license, franchise agreement, co-existence agreement, concurrent-use agreement, settlement agreementor other similar type Contract);

3.17.1.12Each Contract that limits the payment of dividends by Company or any Company Subsidiary;

3.17.1.13Except agreements made in accordance with Regulation O and agreements entered into in the ordinary course of business consistentwith past practice for compensation or indemnity, any Contract between Company or any Company Subsidiary, on the one hand, and, on theother hand (a)any officer or director of Company or a Company Subsidiary, or (b)to the Knowledge of Company, any (i)recordor beneficial owner of 5 percent or more of the voting securities of Company, (ii)Affiliate or family member of any such officer,director, or record or beneficial owner, or (iii)other Affiliate of Company, except in each case those Contracts of a type availableto employees of Company generally;

3.17.1.14Each Contract for any one capital expenditure or a series of capital expenditures, the aggregate amount of which is in excess of$500,000;

3.17.1.15Each Contract or commitment to make a loan not yet fully disbursed or funded to any Person, wherein the undisbursed or unfundedamount exceeds $3,500,000;

3.17.1.16Each Contract or commitment for a loan participation agreement with any other Person in excess of $500,000;

3.17.1.17Each Contract with a labor union, including any Collective Bargaining Agreement; and

3.17.1.18Each Contract listed in Section 3.17.2 of the Company Disclosure Letter.

3.17.2Full Force and Effect. Prior to the date of this Plan of Merger, Company has provided or made available to Purchaser atrue and complete copy of each Company Material Contract in effect as of the date of this Plan of Merger. Each such Company MaterialContract is listed on Section 3.17.2 of the Company Disclosure Letter. Except for

matters that have not had, and would not reasonablybe expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a)all Company Material Contracts are,valid, binding and in full force and effect as of the date of this Plan of Merger, (b)neither Company nor any of the Company Subsidiariesis in violation or breach of or default under (or with notice or lapse of time, or both, would be in violation or breach of or defaultunder) the terms of any Company Material Contract, (c)to the Knowledge of Company, no other party to any Company Material Contractis in breach of or in default under any Company Material Contract, and (d)neither Company nor any Company Subsidiary has receivedwritten notice of breach or termination (or proposed breach or termination) of any Company Material Contract.

3.17.3Effect of Merger and Related Transactions. There is no Company Material Contract under which (a)consent or approvalis required from any Person, (b)a prohibited assignment by operation of Law could occur, (c)a waiver or loss of any rightof Company or any Company Subsidiary could occur, or (d)an acceleration of any obligation, or the creation or imposition of a Lienon any asset, property or right, of the Company or any Company Subsidiary, could occur, in each case as a result of the execution anddelivery of this Plan of Merger or the consummation of the transactions contemplated herein, where any such occurrence would reasonablybe expected to (i) materially interfere with the ordinary course of business consistent with past practices conducted by Company, anyCompany Subsidiary or the Surviving Company (and its Affiliates) or (ii)have a Company Material Adverse Effect.

3.17.4All data processing contracts of Company or the Company Subsidiaries are cancelable by Company or the Company Subsidiaries on orbefore the Effective Time without cost, penalty, or further obligation, except for costs, penalties or further obligations that, in theaggregate with respect to any Contract, do not exceed $1,000,000. Neither Company nor any Company Subsidiary is a party to any contract,agreement, arrangement, or understanding (other than ordinary and customary banking relationships) that would require any payment to anotherparty upon termination in excess of $1,000,000.

3.18Labor and Employment Matters.

3.18.1Compliance with Labor and Employment Laws. (a)Company and all of the Company Subsidiaries are in compliance withall applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime,workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, the identificationof particular employees or job classifications as "exempt" or "non-exempt" for purposes of such obligations, and any and all other mattersinvolving compensation or benefits afforded to or not afforded to employees, contractors or consultants except for such noncomplianceas has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b)there is no unfair labor practice charge or complaint pending before the NLRB or, to the Knowledge of Company, threatened against Companyor any of the Company Subsidiaries; (c)during the past three years, there has been no labor strike, slowdown, work stoppage orlockout pending or, to the Knowledge of Company, threatened against or affecting Company or any of the Company Subsidiaries; (d)tothe Knowledge of the Company, there is no current claim or activity by any labor organization seeking representational status with respectto the employees of the Company or any Company Affiliate, and there is no

representation claim or petition pending before the NLRB orany similar foreign agency relating to the employees of Company or any Company Subsidiary; (e)Company has not received writtennotice of charges with respect to or relating to Company or any Company Subsidiary pending before the Equal Employment Opportunity Commissionor other Governmental Entity responsible for the prevention of unlawful employment practices; and (f)neither Company nor any CompanySubsidiary has received any written notice from any Governmental Entity responsible for the enforcement of labor or employment Laws ofan intention to conduct an investigation of Company or any Company Subsidiary and, to the Knowledge of Company, no such investigationis in progress.

3.18.2Collective Bargaining Agreements. Neither Company nor any Company Subsidiary is party to, bound by, or negotiating any CollectiveBargaining Agreement or any other Contract with any labor organization, union, works council, employee representative or association relatingto the employees of Company or any Company Subsidiary.

3.18.3At-Will Employment. All salaried employees, hourly employees, and temporary employees of Company and any of the CompanySubsidiaries are employed on an at-will basis by Company or any of the Company Subsidiaries and may be terminated at any time with orwithout cause and without any severance or other liabilities to Company or any Company Subsidiary, or have signed an agreement or acknowledgedin writing that their employment is at will. There has been no written representation by Company or any Company Subsidiary made to anyemployees that commits Company, any Company Subsidiary, or the Surviving Company to retain them as employees for any period of time subsequentto the Closing.

3.18.4WARN Act. Since January 1, 2011, neither Company nor any Company Subsidiary has effectuated a "plant closing"or a "mass lay off" (in each case, as defined in the WARN Act), in either case affecting any site of employment or facilityof Company or any Company Subsidiary, except in compliance with the WARN Act and any applicable state laws pertaining to such matters.

3.18.5Occupational Health and Safety. There is no audit, investigation, charge or proceeding with respect to a material violationof any occupational health and safety standards that is pending or unremedied, or to the Knowledge of Company, threatened against Companyor any Company Subsidiary. Company and all of the Company Subsidiaries are in compliance with all applicable occupational health and safetyLaws, except for such failures to comply as have not had, and would not reasonably be expected to have, individually or in the aggregate,a Company Material Adverse Effect.

3.18.6Liabilities under Employment and Benefit Contracts. The consummation of the transactions contemplated by this Plan of Mergerwill not create Liabilities for any act by Company or any Company Subsidiary on or prior to the Closing under any Collective BargainingAgreement, Contract or Company Benefit Plan.

3.18.7Eligibility Verification. Company has implemented commercially reasonable procedures to ensure that all employees who areperforming services

for Company or any Company Subsidiary in the United States are legally permitted to work in the United States andwill be legally permitted to work in the United States for the Surviving Company or any of its Affiliates following the consummationof the transactions contemplated by this Plan of Merger.

3.18.8Employment Policies, Programs, and Procedures. The policies, programs, and practices of Company and all Company Subsidiariesrelating to equal opportunity and affirmative action, wages, employee classifications (including independent contractor versus employeeand exempt versus non-exempt), hours of work, employee disabilities, employment termination, employment discrimination, employee safety,labor relations, and other terms and conditions of employment are in compliance in all material respects with applicable Law governingor relating to employment and employer practices and facilities.

3.18.9Record of Payments. There is no existing or outstanding material obligation of Company or the Company Subsidiaries, whetherarising by operation of Law, civil or common, by contract, or by past custom, for any Employment-Related Payment to any trust, fund, company,governmental agency, or any person that has not been duly recorded on the books and records of Company and/or the Company Subsidiariesand paid when due or duly accrued in the ordinary course of business in accordance with GAAP. For purposes of this Plan of Merger, "Employment-RelatedPayments" include any payment to be made with respect to any contract for employment or severance agreement; unemploymentcompensation benefits, profit sharing, pension, employee stock ownership plan or retirement benefits; social security benefits; compensation;fringe benefits, including vacation or holiday pay, bonuses, and other forms of compensation; or for medical insurance or medical expenses;any of which are payable with respect to any present or former director, officer, employee, or agent, or his or her survivors, heirs,legatees, or legal representatives.

3.18.10Additional Employment Related Agreements. Company and the Company Subsidiaries are not parties to, or bound by, any oralor written, express or implied, (a) plan, contract, arrangement, understanding, or practice providing for bonuses, pensions, options,stock purchases, restricted stock, stock appreciation rights, stock awards, deferred compensation, retirement payments, retirement benefitsof the type described Accounting Standard Codification 715 (Compensation – Retirement Benefits), or profit sharing; or (b) plan,contract, arrangement, understanding or practice with respect to payment of medical expenses, insurance (except insurance continuationlimited to that required under provisions of Consolidated Omnibus Budget Reconciliation Act), or other benefits for any former director,employee or any spouse, child, member of the same household, estate or survivor of any director or employee or former director or employee.

3.19Employee Benefits.

3.19.1Company has delivered or made available to Purchaser true and complete copies of the following, to the extent applicable, (i)all Company Benefit Plans, including amendments thereto, (ii) each trust agreement, group annuity contract and summary plan description,relating to such Company Benefit Plan, (iii) the most recent actuarial report, financial statement or valuation report for such CompanyBenefit Plan, and (iv) all material

correspondence to or from any Governmental Entity relating to any audit or investigation of suchCompany Benefit Plan in the six year period prior to the date hereof. Each Company Benefit Plan is in compliance with all applicablerequirements of ERISA, the Code and all other applicable Laws and has been administered in accordance with its terms and such Laws, exceptfor such noncompliance that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company MaterialAdverse Effect.

3.19.2Each Company Benefit Plan intended to qualify under Section 401(a) of the Code or under Section 501(c)(9) of the Code is listedin Section 3.19.2 of the Company Disclosure Letter and has received a favorable determination, advisory, or opinion letter fromthe IRS that it is so qualified, and the related trusts have been determined to be exempt from taxation, or is established on a pre-approvedform or prototype of plan document that has received or requested a favorable opinion or advisory letter from the IRS that such form orplan document is so qualified or exempt. A copy of the most recent determination, advisory, or opinion letter with respect to each suchCompany Benefit Plan has been delivered to Purchaser, and to the Knowledge of Company, no condition exists or existed and nothing hasoccurred prior to or since the date of such letter that would cause the loss of such qualification or exemption. All contributions, paymentsor premiums required to be made with respect to any Company Benefit Plan by Company have been timely made, and all benefits accrued underany unfunded Company Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP.

3.19.3Neither Company nor any ERISA Affiliate of Company participates in nor has ever participated in any Multiemployer Plan, and neitherCompany nor any ERISA Affiliate of Company maintains or contributes to, or is party to, and, nor has it ever maintained, contributed to,or was a party to, any plan, program, agreement or policy that (a)is a "defined benefit plan" within the meaning of Section414(j) of the Code or Section 3(35) of ERISA, (b)is a "multiple employer plan" as defined in ERISA or the Code (whetheror not subject thereto), (c)is described in Section 401(a)(1) of ERISA (whether or not subject thereto), (d)is a multipleemployer welfare arrangement within the meaning of Section 3(40)(A) of the Code, (e)is a voluntary employees beneficiary associationwithin the meaning of Code Section 501(c)(9), or (f)is primarily for the benefit of employees who reside outside of the United States.

3.19.4Except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or any state Laws requiring continuationof benefits coverage following termination of employment, neither Company nor any Company Subsidiary provides health or welfare benefitsfor any retired or former employee or service provider to the Company or a Company Subsidiary following such individual's retirement orother termination of service.

3.19.5The execution, delivery of, and performance by Company of its obligations under the transactions contemplated by this Plan ofMerger (either alone or upon the occurrence of any additional or subsequent event) will not (a)result in any payment (whether ofseverance pay or otherwise), acceleration, forgiveness of Indebtedness, vesting, distribution, increase in benefits or obligation tofund benefits with respect to any current, former or retired employees, officers, consultants, independent contractors, agents or directorsof Company or any of the Company Subsidiaries; (b)result in the triggering or imposition of

any restrictions or limitations onthe right of Company or any of the Company Subsidiaries to amend or terminate any Company Benefit Plan; or (c)result in any "excessparachute payments" within the meaning of Section 280G(b)(1) of the Code.

3.19.6Company and the Company Subsidiaries may, subject to the limitations imposed by applicable Law and the terms of the applicableCompany Benefit Plan, without the consent of any employee, beneficiary, or other person, prospectively terminate, modify, or amend anysuch Company Benefit Plan effective as of any date on or after the date of this Plan of Merger.

3.19.7Each Company Benefit Plan that is a "nonqualified deferred compensation plan" (as defined under Section 409A(d)(1) ofthe Code) has been operated and administered in compliance with Section 409A of the Code in all material respects. Neither Company norany of the Company Subsidiaries have entered into any agreement or arrangement to, and do not otherwise have any obligation to, indemnifyor hold harmless any Person for any Liability that results from the failure to comply with the requirements of Section 409A of the Codeand the regulations promulgated thereunder.

3.19.8No stock options, stock appreciation rights or other grants of stock-based awards by Company or any Company Subsidiaries were backdated,spring-loaded, or granted at less than fair market value.

3.19.9There is no pending or, to the Knowledge of Company, threatened Action with respect to any Company Benefit Plans, other than ordinaryand usual claims for benefits by participants and beneficiaries.

3.19.10No Company Benefit Plan and no trust created thereunder has been involved in any nonexempt "prohibited transaction" asdefined in Section 4975 of the Code or in Sections 406 and 408 of ERISA which has subjected, or would reasonably be expected to subject,a Company Benefit Plan or related trust or Company or any Company Subsidiary to any material Tax or penalty imposed under Section 4975of the Code or Section 502 of ERISA.

3.19.11No payment that is owed or may become due to any director, officer, employee, or agent of Company or any Company Subsidiary willbe non-deductible or subject to any penalty or excise tax; nor do any Company Benefit Plans require Company or a Company Subsidiary to"gross up" or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.

3.19.12There is no payment that has become due from any Company Benefit Plan, any trust created thereunder, or from Company or any CompanySubsidiary that has not been paid through normal administrative procedures to the plan participants or beneficiaries entitled thereto,except for claims for benefits for which administrative claims procedures under such plan have not been exhausted.

3.19.13No statement, either written or oral, has been made by Company or any Company Subsidiary to any person with regard to any CompanyBenefit Plan that was not in accordance with the Company Benefit Plan and that could have a Company Material Adverse Effect.

3.19.14Neither Company nor any Company Subsidiary provides health or welfare benefits that are self-insured. To the extent Company ora Company Subsidiary provides self-insured health or welfare benefits, all such benefits are covered by a stop-loss policy.

3.19.15 Neither Company nor any Company Subsidiary has any liability to any governmental or regulatory body with respect to any CompanyBenefit Plan or any related trust, account or other funding vehicle.

3.19.16 The assets and liabilities of each Company Benefit Plan have been reported on the Company Financial Statements in accordance withGAAP.

3.20Environmental Matters.

3.20.1Except for any matters that have not had, and would not reasonably be expected to have, individually or in the aggregate, a CompanyMaterial Adverse Effect: (a)Company and each of the Company Subsidiaries is and has been in compliance with and has no Liabilityunder applicable Environmental Laws; (b) Company and each of the Company Subsidiaries possesses, has possessed and is and has been incompliance with all required Environmental Permits; (c)there are no Environmental Claims pending or, to the Knowledge of Company,threatened against Company or any of the Company Subsidiaries, and, to the Knowledge of Company, there are no facts or circ*mstances whichcould reasonably be expected to form the basis for any Environmental Claim against Company or any of the Company Subsidiaries; (d)noReleases of Hazardous Materials have occurred and no Person has been exposed to any Hazardous Materials at, from, in, to, on, or underany Company Site and no Hazardous Materials are present in, on, about or migrating to or from any Company Site that could give rise toan Environmental Claim against Company or any of the Company Subsidiaries; (e)neither Company nor any of the Company Subsidiarieshas entered into or is subject to, any judgment, decree, order or other similar requirement of or agreement with any Governmental Entityunder any Environmental Laws; (f)neither Company nor any of the Company Subsidiaries has assumed responsibility for or agreed toindemnify or hold harmless any Person for any Liability arising under or relating to Environmental Laws; and (g) neither Company, anypredecessors of Company or any of the Company Subsidiaries, nor any entity previously owned by Company or any of the Company Subsidiaries,has transported or arranged for the treatment, storage, handling, disposal, containment, generation, manufacture, management or transportationof any Hazardous Material to any off-Site location which has or could result in an Environmental Claim against Company or any of the CompanySubsidiaries.

3.20.2Without limiting the generality of Section 3.20.1, to the Knowledge of Company, the Company Sites are free of asbestos exceptfor asbestos that has been properly sealed and encapsulated to the extent required by all applicable Environmental Laws and all workplacesafety and health Laws and regulations.

3.20.3No Company Site contains, and to the Knowledge of Company has ever contained, any underground tanks for the storage of HazardousMaterials. Each underground storage tank presently or previously located on any Company Site has been operated, maintained and removedor closed in place, as applicable, in compliance with all

applicable Environmental Laws, and has not been the source of any Release ofa Hazardous Material to the environment that has not been fully remediated.

3.21Duties as Fiduciary. Company and each Company Subsidiary has performed all of its respective duties in any capacityas trustee, executor, administrator, registrar, guardian, custodian, escrow agent, receiver, or other fiduciary in a fashion that compliesin all material respects with all applicable Laws, Contracts, wills, instruments and common law standards. Neither Company nor any CompanySubsidiary has received any notice of any Action, claim, allegation or complaint from any Person that Company or any Company Subsidiaryfailed to perform these duties in a manner that complies in all material respects with all applicable Laws, Contracts, wills, instrumentsand common law standards, except for notices involving matters that have been resolved and any cost of such resolution is reflected inthe Company Financial Statements.

3.22Investment Bankers and Brokers. Company has employed Morgan Stanley & Co. LLC ("Company InvestmentBanker") in connection with the Merger. Company, the Company Subsidiaries, and their respective Representatives have notemployed, engaged, or consulted with any broker, finder, or investment banker other than Company Investment Banker in connection withthis Plan of Merger or the Merger. Other than the fees and expenses payable by Company to Company Investment Banker in connection withthe Merger, as described in Section 3.22 of the Company Disclosure Letter, there is no investment banking fee, financial advisoryfee, brokerage fee, finder's fee, commission, or compensation of a similar type payable by Company or any Company Subsidiary to any Personwith respect to the Plan of Merger or the consummation of the Merger.

3.23Company-Related Persons. For purposes of this Plan of Merger, the term "Company-Related Person"shall mean any shareholder owning 5% or more of the Company Common Stock, any director or executive officer of Company or any CompanySubsidiary, their spouses and any children or other persons who share the same household with such persons, and any corporation, limitedliability company, partnership, proprietorship, trust, or other entity of which any such persons, alone or together, have control.

3.23.1Insider Loans. No Company-Related Person has any loan, credit or other Contract outstanding with Company or any CompanySubsidiary that does not conform to applicable rules and regulations of the FDIC, the Federal Reserve Board, or any other GovernmentalEntity with jurisdiction over Company or any Company Subsidiary.

3.23.2Control of Material Assets. Other than in a capacity as a shareholder, director, or executive officer of Company or anyCompany Subsidiary, no Company-Related Person owns or controls any material assets or properties that are used in the business of Companyor any Company Subsidiary.

3.23.3Contractual Relationships. Other than ordinary and customary banking relationships, no Company-Related Person has any contractualrelationship with Company or any Company Subsidiary.

3.23.4Loan Relationships. No Company-Related Person has any outstanding loan or loan commitment from, or on whose behalf an irrevocableletter of credit has been issued by, Company or any Company Subsidiary in a principal amount of $1,000,000 or more.

3.24Change in Business Relationships. As of the date of this Plan of Merger, the Company has no Knowledge, whether onaccount of the Merger or otherwise, that any customer, agent, representative, supplier of Company or any Company Subsidiary, or otherperson with whom Company or any Company Subsidiary has a contractual relationship, intends to discontinue, diminish, or change its relationshipwith Company or any Company Subsidiary, the effect of which would reasonably be expected to have a Company Material Adverse Effect.

3.25Insurance. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate,a Company Material Adverse Effect, Company and the Company Subsidiaries maintain in full force and effect insurance policies on theirrespective assets, properties, premises, operations, and personnel in such amounts and against such risks and losses as are customaryand adequate for comparable entities engaged in the same business and industry, and the Company and the Company Subsidiaries are in compliancewith, and not in default under, any such insurance policy. There is no unsatisfied claim of $100,000 or more under such insurance asto which the insurance carrier has denied liability. Since January 1, 2021, no insurance company has canceled or failed to renew a policyof insurance covering Company's or any Company Subsidiary's assets, properties, premises, operations, directors or personnel. Companyand the Company Subsidiaries have given adequate and timely notice to each insurance carrier, and have complied with all policy provisions,with respect to any material known claim for which a defense or indemnification or both may be available to Company or the Company Subsidiaries.Section 3.25 of the Company Disclosure Letter sets forth a true and correct listing of all Company and Company Subsidiaries insurancepolicies, policy expiration dates, carriers, coverage limits, premiums and deductibles.

3.26Allowance for Credit Losses. The allowance for credit losses as reflected in Company's consolidated financial statementsand the Company's regulatory reports as of December31, 2023, in the reasonable opinion of Company's management, (a)wasadequate to meet all reasonably anticipated credit losses, net of recoveries related to loans previously charged off as of those dates,(b)was consistent with GAAP and safe and sound banking practices, and (c)conforms to recommendations and comments in reportsof examination in all material respects.

3.27Loan Origination and Servicing. In originating, underwriting, servicing, selling, transferring, and dischargingloans, mortgages, land contracts, and other contractual obligations, either for its own account or for the account of others, Companyand each Company Subsidiary has complied in all material respects with all applicable terms and conditions of such obligations and withall applicable Laws, Contracts, rules, and procedures.

3.28Data Security and Customer Privacy. Company and each Company Subsidiary is in compliance in all material respectswith (a) all applicable Laws and applicable requirements of Governmental Entities regarding the security of each of their customers'data and the systems operated by Company and each Company Subsidiary, and (b) their respective privacy policies, including as it relatesto the use of individually identifiable personal information relating

to identifiable or identified natural persons. Company and eachCompany Subsidiary has implemented backup and disaster recovery technology reasonably consistent with industry standards and practices.To the Knowledge of Company, since January1, 2021, no third party has gained unauthorized access to any information systems ornetworks controlled by and material to the operation of the business of Company and Company Subsidiaries, and, to the Knowledge of Company,there are no material data security or other technological vulnerabilities with respect to its information technology systems or networks.

3.29Loans and Investments. All investments and, to the Knowledge of Company, all loans of Company and each Company Subsidiaryare: (a)evidenced by notes, agreements or other evidences of Indebtedness that are true, genuine and what they purport to be; (b)legaland enforceable in accordance with their terms, except as may be limited by any bankruptcy, insolvency, moratorium, or other Laws affectingthe rights of creditors generally or by the exercise of judicial discretion; (c)authorized under all applicable Laws; and (d)tothe extent secured, secured by valid Liens which have been perfected. Neither Company nor any of the Company Subsidiaries have enteredinto any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements,whether entered into for their own account or for the account of one or more of their respective customers, except for contractual interestrate caps and floors in loans to customers made in the ordinary course of business consistent with past practices and except for interestrate locks on real estate mortgage loans expected to be sold in the ordinary course of business consistent with past practices.

3.30Securities Laws Matters.

3.30.1Since January 21, 2021, Company has filed or furnished all forms, documents and reports and amendments thereto required to be filedor furnished with the SEC under the Securities Act or the Exchange Act (collectively, but excluding the Proxy Statement and the RegistrationStatement, the "Company SEC Reports"), and has paid all fees and assessments due and payable in connection therewith.Each of the Company SEC Reports, in each case as of its filing or furnishing date, or, if amended, as amended prior to the date of thisPlan of Merger (with respect to those Company SEC Reports filed or furnished prior to the date of this Plan of Merger), has complied asto form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and published rules and regulationsof the SEC promulgated thereunder, and none of the Company SEC Reports, when filed or furnished or, if amended, as finally amended priorto the date of this Plan of Merger, contained any untrue statement of a material fact or omitted to state a material fact required tobe stated therein or necessary in order to make the statements therein, in the light of the circ*mstances under which they were made,not misleading. None of the Company Subsidiaries are or ever have been required to file periodic reports with the SEC. As of the dateof this Plan of Merger, there are no material outstanding or unresolved comments received from the SEC with respect to any of the CompanySEC Reports.

3.30.2Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under theExchange Act) as required by Rule 13a-15(a) under the Exchange Act, and Company has established and maintains internal controls overfinancial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the ExchangeAct. Each of the certifications and

statements relating to the Company SEC Reports required by: (i) Rule 13a-14 or Rule 15d-14 underthe Exchange Act; (ii) 18 U.S.C. §1350 (Section 906 of the SOX); or (iii) any other rule or regulation promulgated by the SEC orapplicable to the Company SEC Reports is accurate and complete, and complies as to form in all material respects with all applicableLaws. Company has disclosed, based on its most recent evaluation prior to the date of this Plan of Merger, to Company's auditors andthe audit committee of the Company Board of Directors (a) any significant deficiencies and material weaknesses in the design or operationof its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adverselyaffect Company's ability to record, process, summarize and report financial information and (b) any fraud that involves management orother employees who have a significant role in Company's internal controls over financial reporting. Since January 1, 2021, neither Companynor any of the Company Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting orauditing practices, procedures, methodologies or methods of Company or any Company Subsidiary or their respective internal accountingcontrols, including any written complaint, allegation, assertion or claim that Company or any Company Subsidiary has engaged in questionableaccounting or auditing practices, which, if true, would constitute a significant deficiency or a material weakness. Since January 1,2021, subject to any applicable grace periods, Company has been and is in compliance with (A) the applicable provisions of SOX and (B)the applicable listing and corporate governance rules and regulations of Nasdaq, except in each case as has not had, and would not reasonablybe expected to have, individually or in the aggregate, a Material Adverse Effect on Company. To the Knowledge of Company, there is noreason that Company's outside auditors and its chief executive officer and chief financial officer will not be able to give the certificationsand attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX, without qualification, when nextdue.

3.31Investment Securities.

3.31.1Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material AdverseEffect, each of Company and the Company Subsidiaries have good title to all securities and commodities owned by it (except those soldunder repurchase agreements), free and clear of any Lien, except as set forth in the Company Financial Statements or to the extent suchsecurities or commodities are pledged in the ordinary course of business to secure obligations of Company or Company Subsidiaries. Suchsecurities and commodities are valued on the books of the Company in accordance with GAAP in all material respects.

3.31.2Company and the Company Subsidiaries and their respective businesses employ investment, securities, commodities, risk managementand other policies, practices and procedures that the Company believes are prudent and reasonable in the context of such businesses, and,to the knowledge of Company, Company and the Company Subsidiaries have been in material compliance with such policies, practices and proceduresin all material respects since January1, 2021.

3.32Books and Records. The books and records of Company are, in all material respects, complete and accurately reflectthe basis for the financial condition, results of operations, business, assets and capital of Company on a consolidated basis set forthin the Company Financial

Statements, represent bona fide transactions, and have been maintained in accordance with sound business practices,including the maintenance of an adequate internal control system. The corporate minute books of Company and the Company Subsidiariescontain accurate and complete records of all meetings of, and corporate action taken by, their shareholders, boards, and committees inall material respects. Since January 1, 2021, the minutes of each meeting (or corporate action without a meeting) of any such shareholders,boards, or committees have been duly prepared and are contained in such minute books.

3.33Community Reinvestment Act. Each Company Subsidiary that is a depository institution received a rating of "satisfactory"or better in its most recent examination or interim review with respect to the Community Reinvestment Act. Neither Company nor the CompanySubsidiaries knows of any facts or circ*mstances which would cause a Company Subsidiary that is a depository institution to fail to complywith the Community Reinvestment Act or to receive a rating of less than "satisfactory."

3.34Bank Secrecy Act. Neither Company nor any Company Subsidiary has been notified of any supervisory criticisms orcharges alleging noncompliance with the Bank Secrecy Act (41 USC 5422, et seq.) or related state or federal anti-money laundering Laws,regulations and guidelines, including without limitation those provisions of federal regulations requiring (a) the filing of reports,such as Currency Transaction Reports and Suspicious Activity Reports, (b) the maintenance of records and (c) the exercise of due diligencein identifying customers.

3.35Takeover Statutes. The Company Board of Directors has taken all actions necessaryso that no "moratorium," "control share," "fair price," "affiliate transaction," "businesscombination" or other anti-takeover Laws, or similar provisions in Company's articlesof incorporation or bylaws, apply or will apply to Company with respect to this Plan of Merger or the other transactions contemplatedby this Plan of Merger.

3.36No Undisclosed Liabilities. Except for those Liabilities (a) that are fully reflected or reserved against in themost recent audited consolidated balance sheet of Company and the Company Subsidiaries contained in the most recent Form 10-K of Companyfiled with the SEC, (b) reflected in Company SEC Reports filed prior to the date of this Plan of Merger or incurred since December 31,2023 in the ordinary course of business consistent with past practice or (c) incurred in connection with this Plan of Merger and thetransactions contemplated hereby, neither Company nor any of the Company Subsidiaries has any Liabilities or obligations of any nature(whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on its consolidated balance sheet or in the notesthereto.

3.37No Other Representations or Warranties. Except for the representations and warranties made by Company and the CompanySubsidiaries in this Article III, neither Company nor any other Person makes or has made any representation or warranty with respectto Company or the Company Subsidiaries or their respective business, operations, assets, Liabilities, condition (financial or otherwise)or prospects, notwithstanding the delivery or disclosure to Purchaser or any of its Affiliates or Representatives of any documentation,projections, forecasts, estimates, budgets, prospect information or other information with respect to any one or more of the foregoing.

ARTICLE IV
PURCHASER'S AND MERGER SUB'S REPRESENTATIONS AND WARRANTIES

On or prior to thedate hereof, Purchaser and Merger Sub has delivered to Company a schedule (the "Purchaser Disclosure Letter") settingforth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosurerequirement contained in a provision hereof or as an exception to one or more of the representations or warranties contained in this ArticleIV or to one or more of its covenants contained in Article V. Accordingly, Purchaser and Merger Sub hereby represent andwarrant to Company as follows, except (a) as set forth on the Purchaser Disclosure Letter, or (b) as disclosed in the Purchaser SECReports filed with or furnished to the SEC since January 1, 2022 and publicly available prior to the date hereof (excluding any riskfactor disclosures set forth under the heading "Risk Factors," any disclosure of risks included in any "forward-looking statements"disclaimer or any other predictive, cautionary or forward-looking statement of risk); provided, that nothing disclosed in theCompany SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 4.1, Section4.2, Section 4.3.1, Section 4.3.2, or Section 4.4.1:

4.1Authorization, No Conflicts, Etc.

4.1.1Authorization of Plan of Merger. Each of Purchaser and Merger Sub has the requisitecorporate or company power, as applicable, and authority to execute and deliver this Plan of Merger, to perform its respective obligationshereunder, and to consummate the transactions contemplated by this Plan of Merger. This Plan of Merger has been duly adopted, and theconsummation of the Merger and the other transactions contemplated by this Plan of Merger have been duly authorized, by the PurchaserBoard of Directors and the sole member of Merger Sub. No other corporate or company proceedings on the part of Purchaser or Merger Sub,as applicable, are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executedand delivered by, and (assuming due authorization, execution and delivery by Company) constitutes valid and binding obligations of, eachof Purchaser and Merger Sub and is enforceable against each of Purchaser and Merger Sub in accordance with its terms, except to the extentthat (a)such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws,now or hereafter in effect, relating to creditors' rights generally and (b)equitable remedies of specific performance and injunctiveand other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedingtherefor may be brought. The issuance of the shares of Purchaser Common Stock constituting the Merger Consideration has been duly authorizedby the Purchaser Board of Directors and there are sufficient shares of Purchaser Common Stock authorized but unissued to complete theMerger, and when issued, the shares of Purchaser Common Stock constituting the Merger Consideration will be fully paid and non-assessable.

4.1.2No Conflict, Breach, Violation, Etc. The execution, delivery, and performance of this Plan of Merger by each of Purchaserand Merger Sub, the issuance of shares of Purchaser Common Stock constituting the Merger Consideration and the consummation of the Merger,do not and will not violate, conflict with, or result in a breach of: (a)any provision of the articles of incorporation or bylaws(or similar organizational documents) of Purchaser, Merger Sub or any Subsidiary of Purchaser (each a "Purchaser Subsidiary"and collectively, the "Purchaser Subsidiaries"); or (b)any Law or Order

applicable to Purchaser, Merger Sub or anyPurchaser Subsidiary, assuming the timely receipt of each of the approvals referred to in Section 4.1.4.

4.1.3Regulatory Restrictions. The execution, delivery, and performance of this Plan of Merger by each of Purchaser and MergerSub, the issuance of shares of Purchaser Common Stock constituting the Merger Consideration and the consummation of the Merger do notand will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension,amendment, authorization, notice, or filing under, any cease and desist order, written agreement, memorandum of understanding, board resolutionsor other regulatory agreement or commitment with or from a Governmental Entity to which Purchaser, Merger Sub or any Purchaser Subsidiaryis a party or subject, or by which Purchaser, Merger Sub or any Purchaser Subsidiary is bound or affected.

4.1.4Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of any GovernmentalEntity or any stock market or stock exchange on which Purchaser Common Stock is listed for trading is required for the consummation ofthe transactions contemplated by this Plan of Merger by Purchaser or Merger Sub other than in connection or compliance with (a) the filingof the Certificate of Merger in accordance with the MBCA and the MLLCA, (b) the filing with theSEC of the Registration Statement and the Proxy Statement, and such reports under Section13(a) of the Exchange Act, and such othercompliance with the Exchange Act and the rules and regulations thereunder, as may be required in connection with this Plan of Merger andthe transactions contemplated hereunder, (c) such consents, approvals, orders, authorizations, registrations, declarations, notices andfilings as may be required under applicable state securities or "blue sky" Laws or the rules and regulations of the Nasdaqstock exchange, and (d) the consents, authorizations, approvals, or exemptions required under the Bank Holding Company Act, theFDI Act, and the Michigan Banking Code. Purchaser has no Knowledge of any reason why the regulatory approvals referred to in this Section4.1.4 cannot be obtained or why the regulatory approval process would be materially impeded.

4.2 Organizationand Good Standing. Purchaser is a corporation duly organized, validly existing, and in good standing under the Laws of the Stateof Illinois. Merger Sub is a limited liability company organized, validly existing, and in good standing under the Laws of the Stateof Michigan. Each of Purchaser and Merger Sub has all requisite corporate or company power, as applicable, and authority to own,operate, and lease its respective properties and assets and to carry on its respective business as it is now being conducted in allmaterial respects. Purchaser is a financial holding company duly registered as such with the Federal Reserve Board under the BankHolding Company Act. Each of Purchaser and Merger Sub is not, and is not required to be, qualified or admitted to conduct businessas a foreign corporation in any other state, except where such failure to be so qualified has not had, and would not reasonably beexpected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

4.3Subsidiaries.

4.3.1Ownership. Purchaser has provided to Company a true and complete list of each Purchaser Subsidiary as of the date of thisPlan of Merger. Other than the Purchaser Subsidiaries, Purchaser does not have "control" (as defined in Section 2(a)(2) of the

Bank HoldingCompany Act), either directly or indirectly, of any Person engaged in an active trade or business or that holds any significant assets.Purchaser or a Purchaser Subsidiary owns all of the issued and outstanding capital stock or other equity interests of each of the PurchaserSubsidiaries, free and clear of any claim or Lien of any kind. There is no legally binding and enforceable subscription, option, warrant,right to acquire, or any other similar agreement pertaining to the capital stock or other equity interests of any Purchaser Subsidiary.

4.3.2Organization and Good Standing. Each of the Purchaser Subsidiaries (a)is duly organized and validly existing underthe Laws of its jurisdiction of organization; (b)is duly qualified to do business and in good standing in all jurisdictions (whetherfederal, state, or local) where its ownership or leasing of property or the conduct of its business requires it to be so qualified; and(c)has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as nowconducted, except in each of (b) and (c) as has not had, and would not reasonably be expected to have, individually or in the aggregate,a Purchaser Material Adverse Effect.

4.3.3Deposit Insurance; Other Assessments. The deposits of each Purchaser Subsidiary that is a depository institution are insuredby the FDIC to the fullest extent permitted by Law, and all premiums and assessments to be paid in connection therewith have been paidby each such Purchaser Subsidiary when due. No proceeding for the revocation or termination of such deposit insurance is pending or, tothe Knowledge of Purchaser, threatened. Purchaser and each Purchaser Subsidiary has paid as and when due all material fees, charges, assessments,and the like as required by Law to each and every Governmental Entity having jurisdiction over Purchaser or each Purchaser Subsidiary.

4.4Capital Stock.

4.4.1 Classesand Shares. The authorized capital stock of Purchaser consists of: (a)100,000,000 shares of common stock, no par value("Purchaser Common Stock"), of which 61,749,348 shares were issued and outstanding as of the close of business onApril 12, 2024; (b)20,000,000 shares of preferred stock, no par value, of which 5,000,000 shares series D preferred stock, and11,500 shares of series E preferred stock, were issued and outstanding as of the date of this Plan of Merger; and (c) approximately1,538,489 shares of Purchaser Common Stock issued or reserved for issuance and future grants under Purchaser equity incentive plans.Except as set forth in the immediately preceding sentence, as of the date of this Plan of Merger, there is no security or class ofsecurities outstanding that represents or is convertible into capital stock of Purchaser.  All of the issued and outstandingshares of Purchaser Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free ofpreemptive rights, with no personal liability attaching to the ownership thereof.

4.4.2Voting Rights. Neither Purchaser nor any Purchaser Subsidiary (other than Merger Sub) has outstanding any security or issueof securities the holder or holders of which have the right to vote on the approval of the Merger, this Plan of Merger or the issuanceof Purchaser Common Stock that constitutes the Merger Consideration, or that entitle the holder or holders to consent to, or withholdconsent on, the Merger, this Plan of Merger or the issuance of Purchaser Common Stock that constitutes the Merger Consideration.

4.5Financial Statements. The consolidated financial statements of Purchaser as of and for each of the three years endedDecember 31, 2023, 2022 and 2021, as reported on by Purchaser's independent registered public accounting firm, including all schedulesand notes relating to such statements (collectively, "Purchaser Financial Statements"), fairly present, and theunaudited consolidated financial statements of Purchaser as of and for each quarter ending after the date of this Plan of Merger untilthe Effective Time, including all schedules and notes, if any, relating to such statements, will fairly present, the consolidated financialcondition and the results of operations, changes in shareholders' equity, and cash flows of Purchaser as of the respective dates of andfor the periods referred to in such financial statements, all in accordance in all material respects with GAAP, consistently applied,subject, in the case of unaudited interim financial statements, to normal, recurring year-end adjustments (the effect of which has nothad, and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect) and the absenceof notes (that, if presented, would not differ materially from those included in the Purchaser Financial Statements). No financial statementsof any entity or enterprise other than the Purchaser Subsidiaries are required by GAAP to be included in the consolidated financial statementsof Purchaser. The Purchaser Financial Statements have been prepared from, and are in accordance with, the books and records of Purchaserand the Purchaser Subsidiaries.

4.6Absence of Certain Changes or Events. Since June 30, 2023, (a) Purchaser and the Purchaser Subsidiaries have conductedtheir respective businesses in the ordinary course of business consistent with past practice (other than discussions and negotiationsrelated to this Plan of Merger), and (b) no event has occurred that has had, or would reasonably be expected to have, individually orin the aggregate, a Purchaser Material Adverse Effect.

4.7Legal Proceedings. There is no Action pending or, to the Knowledge of Purchaser, threatened, against Purchaser orany of the Purchaser Subsidiaries or any of their respective properties, rights or assets (a) as of the date of this Plan of Merger,that challenges or seeks to enjoin, alter, prevent or materially delay the Merger or (b) has had, or would reasonably be expected tohave, individually or in the aggregate, a Purchaser Material Adverse Effect. There is no material unsatisfied judgment, penalty or awardagainst Purchaser or any of the Purchaser Subsidiaries. Neither Purchaser nor any of the Purchaser Subsidiaries, nor any of their respectiveproperties, rights or assets, is subject to any (i) Order or any investigation by a Governmental Entity, (ii) unresolved violation, criticismor exception by any Governmental Entity, or (iii) formal or informal inquiry by, or disagreements or disputes with, any GovernmentalEntity with respect to the business, operations, policies or procedures of Purchaser or any Purchaser Subsidiary, in each case of clauses(i) through (iii), which has had, or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material AdverseEffect.

4.8Regulatory Filings. Since January 1, 2023:

4.8.1Regulatory Filings. Company and each Company Subsidiary has timely filed or furnished all material reports, registrations,statements and filings, together with any amendments required to be made with respect thereto, that they were required to file or furnishwith Governmental Entities as required by applicable Law, including filings with (a) the Illinois Secretary of State, the Illinois Departmentof Financial and Professional Regulation,

and any other state or Federal regulatory authority, (b) the SEC, (c) the Federal Reserve Board,and (d) the FDIC.

4.8.2Complete and Accurate. All such filings, as of their respective filing dates, complied in all material respects with allLaws, forms, and guidelines applicable to such filings.

4.9Conduct of Business. Purchaser and each Purchaser Subsidiary has conducted its business and used its propertiesin compliance in all material respects with all, and are not in material default or violation under any, applicable Orders and Laws.

4.10Transaction Documents. None of the information supplied or to be supplied by Purchaser for inclusion or incorporationby reference and contained in any Transaction Document will contain any untrue statement of material fact or omit to state a materialfact required to be stated therein or necessary to make the statements therein, in light of the circ*mstances under which they were made,not misleading, (a)in the case of any Transaction Document (other than the Registration Statement and Proxy Statement) at the timeit is filed or at any time it is amended or supplemented, (b) in the case of the Registration Statement, at the time it is filed withthe SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, and (c) in the caseof the Proxy Statement, at the date it is first mailed to the Company Shareholders and at the time of the Company Shareholder Meeting.The portions of the Registration Statement and Proxy Statement relating to Purchaser and the Purchaser Subsidiaries will comply as toform in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder.

4.11Agreements With Bank Regulators. Neither Purchaser nor any Purchaser Subsidiary is a party to any Regulatory Agreement,nor has Purchaser nor any Purchaser Subsidiary been advised by any Governmental Entity that a Governmental Entity is contemplating issuingor requesting (or is considering the appropriateness of issuing or requesting) an Order or a Regulatory Agreement.

4.12Investment Bankers and Brokers. Purchaser, the Purchaser Subsidiaries, and their respective Representatives havenot employed, engaged, or consulted with any broker, finder, or investment banker in connection with this Plan of Merger or the Merger.

4.13Allowance for Credit Losses. The allowance for credit losses as reflected in Purchaser's consolidated financialstatements and the Purchaser's regulatory reports as of December31, 2023, in the reasonable opinion of Purchaser's management,(a)was adequate to meet all reasonably anticipated credit losses, net of recoveries related to loans previously charged off asof those dates, (b)was consistent with GAAP and safe and sound banking practices, and (c)conforms to recommendations andcomments in reports of examination in all material respects.

4.14Securities Laws Matters.

4.14.1Since January 21, 2021, Purchaser has filed or furnished all forms, documents and reports and amendments thereto required to befiled or furnished with the SEC under the Securities Act or the Exchange Act (collectively, but excluding the Proxy Statement and theRegistration Statement, the "Purchaser SEC Reports"), and has paid all fees

and assessments due and payable in connectiontherewith. Each of the Purchaser SEC Reports, in each case as of its filing or furnishing date, or, if amended, as amended priorto the date of this Plan of Merger, has complied as to form in all material respects with the applicable requirements of the SecuritiesAct and the Exchange Act and published rules and regulations of the SEC, and none of the Purchaser SEC Reports, when filed or furnished,contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in orderto make the statements therein, in the light of the circ*mstances under which they were made, not misleading. None of the Purchaser Subsidiariesare or ever have been required to file periodic reports with the SEC. As of the date of this Plan of Merger, there are no material outstandingor unresolved comments received from the SEC with respect to any of the Purchaser SEC Reports.

4.14.2Purchaser has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under theExchange Act) as required by Rule 13a-15(a) under the Exchange Act, and Purchaser has established and maintains internal controls overfinancial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the ExchangeAct. Purchaser has disclosed, based on its most recent evaluation prior to the date of this Plan of Merger, to Purchaser's auditorsand the audit committee of the Purchaser Board of Directors (a) any significant deficiencies and material weaknesses in the design oroperation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likelyto adversely affect Purchaser's ability to record, process, summarize and report financial information and (b) any fraud that involvesmanagement or other employees who have a significant role in Purchaser's internal controls over financial reporting. Since January1, 2021, neither Purchaser nor any of the Purchaser Subsidiaries has Knowledge of any written complaint, allegation, assertion or claimregarding the accounting or auditing practices, procedures, methodologies or methods of Purchaser or any Purchaser Subsidiary or theirrespective internal accounting controls, including any written complaint, allegation, assertion or claim that Purchaser or any PurchaserSubsidiary has engaged in questionable accounting or auditing practices, which, if true, would constitute a significant deficiency ora material weakness. Since January 1, 2021, subject to any applicable grace periods, Purchaser has been and is in compliance with (a)the applicable provisions of the SOX and (b) the applicable listing and corporate governance rules and regulations of Nasdaq, except ineach case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material AdverseEffect.

4.15Community Reinvestment Act. Each Purchaser Subsidiary that is a depository institution received a rating of "satisfactory"or better in its most recent examination or interim review with respect to the Community Reinvestment Act. Neither Purchaser nor thePurchaser Subsidiaries knows of any facts or circ*mstances which would cause a Purchaser Subsidiary that is a depository institutionto fail to comply with the Community Reinvestment Act or to receive a rating of less than "satisfactory."

4.16Bank Secrecy Act. Neither Purchaser nor any Purchaser Subsidiary has been notified of any material supervisory criticismsor charges alleging noncompliance with the Bank Secrecy Act (41 USC 5422, et seq.) or related state or federal anti-money launderingLaws, regulations and guidelines, including without limitation those provisions of federal regulations

requiring (a) the filing of reports,such as Currency Transaction Reports and Suspicious Activity Reports, (b) the maintenance of records and (c)the exercise of duediligence in identifying customers.

4.17 NoOther Representations or Warranties. Except for the representations and warranties made by Purchaser, Merger Sub and thePurchaser Subsidiaries in this Article IV, neither Purchaser, Merger Sub nor any other Person makes or has made anyrepresentation or warranty with respect to Purchaser, Merger Sub or the Purchaser Subsidiaries or their respective business,operations, assets, Liabilities, condition (financial or otherwise) or prospects, notwithstanding the delivery or disclosure toCompany or any of its Affiliates or Representatives of any documentation, projections, forecasts, estimates, budgets, prospectinformation or other information with respect to any one or more of the foregoing.

ARTICLE V
COVENANTS

5.1Conduct of Business by Company. Company shall, and shall cause each of the Company Subsidiaries to, during the periodfrom the date of this Plan of Merger and ending at the earlier of the Effective Time and the termination of this Plan of Merger in accordancewith ArticleVII, except as expressly contemplated by this Plan of Merger or as required by applicable Law or with the priorwritten consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), (a) conduct its business inthe ordinary course of business consistent with past practice in all material respects, and, to the extent consistent therewith, Companyshall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve substantially intactit* and the Company Subsidiaries' business organization and advantageous customer and business relationships and keep available the servicesof the present officers and employees and (b) take no action that would reasonably be expected to adversely affect or materially delaythe ability to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to consummatethe transactions contemplated hereby on a timely basis. Without limiting the generality of the foregoing, between the date of this Planof Merger and ending at the earlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII,except as otherwise expressly contemplated by this Plan of Merger or as set forth inSection 5.1 of the Company Disclosure Letteror as required by applicable Law, Company shall not, nor shall it permit any of the Company Subsidiaries to, without the prior writtenconsent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed, other than with respect to Section5.1.1, 5.1.2, 5.1.3, subsections (b), (c), (d), (e) or (h) of 5.1.4, 5.1.11 or 5.1.12, for which Purchasermay withhold its consent at its sole discretion):

5.1.1amend its articles of incorporation or bylaws (or other comparable organizational documents);

5.1.2(a) split, combine or reclassify any securities issued by Company or any of the Company Subsidiaries or issue or authorize theissuance of any other securities in respect of, in lieu of or in substitution for shares of its securities, (b) purchase, repurchase,redeem or otherwise acquire any securities issued by Company or any of the Company Subsidiaries, or (c) declare, set aside or pay anydividend or distribution (whether in

cash, stock, property or otherwise) in respect of, or enter into any Contract with respect to thevoting of, any shares of its capital stock, except for distributions by a Company Subsidiary to its parent, and except for quarterlycash dividends by Company in an amount not to exceed $0.09 per share of Company Common Stock and paid in a manner consistent with pastpractice with respect to the timing of the declaration, payment and record date of such dividend, subject to the terms of Section5.19;

5.1.3issue, offer, deliver, sell, pledge, grant, dispose of or otherwise permit to become outstandingany shares of its capital stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrantsor options to acquire, any such shares, voting securities or convertible or exchangeable securities, or encumber any securitiesissued by Company or any of the Company Subsidiaries;

5.1.4except as required by applicable Law or the express terms of any Company Benefit Plan or Contract in effect as of the date of thisPlan of Merger, (a)increase the compensation, benefits, severance or termination pay of (oraccelerate payment or vesting of), or pay or award any bonus or other incentive compensation to, any director, officer, employee or individualindependent contractor (except for customary salary increases in amounts in the ordinary course of business consistent with pastpractices in connection with promotions or annual salary adjustments made in the ordinary courseof business consistent with past practices of employees with individual salaries or wagesof less than $200,000 per year not in excess of 4%for any individual); (b) enter into any new or amend in any material respectany existing employment, consulting, severance, termination, retention, change in control or similar agreement with any of its past orpresent officers, directors, employees or independent contractors; (c) establish, adopt, enter into, amend, terminate, or take any actionto accelerate rights under any Company Benefit Plan; (d) grant any severance or termination pay unless provided under any Company BenefitPlan; (e) grant any compensatory awards that are payable in, relate to, or are determined by reference to the value of, Company CommonStock; (f) fund or in any other way secure any payment of compensation or benefit under any Company Benefit Plan; (g) hireany new employees or individual independent contractors, other than, to the extent hired in the ordinary course of business consistentwith past practices, individual independent contractors or non-executive employees with individualsalaries, wages or base pay of less than $200,000 per year; or (h) establish, adopt, enter into, amend or terminate any Collective BargainingAgreement.

5.1.5acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or division of a business or, exceptfor transactions with or among wholly-owned Subsidiaries, make any capital contributions to any Person, other than (a) incident to foreclosuresin connection with debts previously contracted in good faith, or (b)acquisitions of personal property in the ordinary course ofbusiness consistent with past practice not to exceed $25,000 individually or $50,000 in the aggregate for all such transactions;

5.1.6(a) transfer, license (or sublicense), sell, lease, pledge, mortgage or otherwise dispose of or permit any Lien (other than PermittedLiens) to attach to, any assets, including the capital stock or other equity interests in any Company Subsidiary; provided, however,the foregoing shall not apply to dealings with financial assets or investment securities nor prohibit Company and the Company Subsidiariesfrom transferring, licensing,

selling, leasing or disposing of obsolete or unused equipment, fixtures or assets, in each case in theordinary course of business consistent with past practice not to exceed $25,000 individually or $50,000 in the aggregate for all suchtransactions; (b) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;or (c) adopt any shareholder rights plan;

5.1.7incur any Indebtedness for borrowed money or guarantee, assume, endorse or otherwise as an accommodation become responsible forany such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire anydebt securities of Company or any of the Company Subsidiaries, guarantee any debt securities of another Person, or enter into any "keepwell" or other Contract to maintain any financial statement condition of any other Person (other than any wholly-owned Company Subsidiary)(it being understood and agreed that incurrence of Indebtedness in the ordinary course of business consistent with past practices in connectionwith the creation of deposit liabilities, issuance of letters of credit, purchases of federal funds, borrowings from the Federal HomeLoan Bank, sales of certificates of deposits, and entry into repurchase agreements shall not be prohibited by this Section 5.1.7);

5.1.8make any application for the opening, relocation, or closing of any branch office, loan production office or other material officeor facility, or open, relocate or close any branch office, loan production office or other material office or facility;

5.1.9enter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiration date),any Company Material Contract, other than in the ordinary course of business consistent with past practice;

5.1.10institute, settle or compromise any Actions pending or threatened before any arbitrator, court or other Governmental Entity (a)involving the payment of monetary damages or an admission of liability by Company or any Company Subsidiary of any amount exceeding $300,000,(b)involving injunctive or similar relief, or (c) having a material impact on Company's business;

5.1.11make any material change in any method of financial accounting principles or practices, in each case except for any such changerequired or to be required by a change in GAAP or applicable Law;

5.1.12(a) settle or compromise any Tax claims, audits or assessments in excess of the amount reserved for such claims, audits or assessmentsas set forth on the Company Financial Statements, (b) make or change any Tax election, change any annual Tax accounting period, adoptor change any method of Tax accounting or (c) enter into any closing agreement, surrender in writing any right to claim a Tax refund,offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any Tax claimor assessment relating to Company or the Company Subsidiaries;

5.1.13except for (a)capital expenditures set forth on Section 5.1.13 of the Company Disclosure Letter, (b)capitalexpenditures required by Law or Governmental Entities or incurred in connection with the repair or replacement of facilities destroyedor

damaged due to casualty or accident (whether or not covered by insurance), or (c) each Contract for any one capital expenditure orseries of capital expenditures, the aggregate amount of which is less than $10,000, make any capital expenditure or permit any of theCompany Subsidiaries to make any capital expenditure;

5.1.14enter into any material new line of business or change in any material respect its lending, investment, underwriting, risk andasset liability management, interest rate or fee pricing with respect to depository accounts, hedging and other material banking or operatingpolicies or practices, except in the ordinary course of business consistent with past practice or as required by Law or any regulatoryagency having jurisdiction over Company or any of the Company Subsidiaries;

5.1.15except as required by Law or any regulatory agency having jurisdiction over Company or any of the Company Subsidiaries, make anymaterial changes in its policies and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing, or buyingor selling rights to service loans;

5.1.16restructure or materially change the nature of the composition of its investment securities portfolio through purchases, salesor otherwise, or its policies with respect to the classification or reporting of such portfolios;

5.1.17fail to charge off loans and maintain its allowance for credit losses, in each case in a manner in conformity with the prior respectivepractices of Company and the Company Subsidiaries and applicable industry, regulatory, and GAAP standards;

5.1.18fail to promptly notify Purchaser of the threat (to the Knowledge of Company) or the commencement, of any material Action against,relating to, or affecting: (a)Company or any Company Subsidiary; (b)Company's or any Company Subsidiary's directors, officers,or employees in their capacities as such; (c)Company's or any Company Subsidiary's assets, liabilities, businesses, or operations;or (d)the Merger or this Plan of Merger;

5.1.19enter into or amend any Contract or other transaction with any Company-Related Person, except as contemplated or permitted by thisPlan of Merger;

5.1.20except as and to the extent required by applicable Law or regulatory agencies having jurisdiction over Company or any of the CompanySubsidiaries, (a) take any action that would reasonably be expected to prevent, materially impede or materially delay the consummationof the transactions contemplated by this Plan of Merger, or (b) take, or knowingly fail to take, any action that is reasonably likelyto result in any of the conditions to the Merger set forth in Article VI not being satisfied;

5.1.21(a)enter into any new credit or new lending relationships greater than $5,000,000 that would require an exception to MacatawaBank's formal loan policy as in effect as of the date of this Plan of Merger or that are not in compliance with the provisions of suchloan policy; or (b)other than incident to a reasonable loan restructuring, extend additional credit to any Person and any directoror officer of, or any owner of a material interest in, such Person (any of the foregoing with respect to a Person being referred to asa "Borrowing

Affiliate") if such Person or such Borrowing Affiliate is the obligor under any Indebtedness to Company or any ofits Subsidiaries which constitutes a nonperforming loan or against any part of such Indebtedness Company or any of its Subsidiaries hasestablished loss reserves or any part of which has been charged-off by Company or any of its Subsidiaries;

5.1.22except in the ordinary course of business consistent with past practices (a)terminate, materially amend, or waive any materialprovision of, any Company Material Contract; make any change in any instrument or agreement governing the terms of any of its securities,or material lease or contract, other than normal renewals of contracts and leases without material adverse changes of terms with respectto Company, or (b)or enter into any contract that would constitute a Company Material Contract if it were in effect on the dateof this Agreement; or

5.1.23agree or commit to do any of the foregoing.

5.2Conduct of Business by Purchaser. Between the date of this Plan of Merger and ending at the earlier of the EffectiveTime and the termination of this Plan of Merger in accordance with Article VII, except as otherwise expressly contemplated bythis Plan of Merger or as required by applicable Law, Purchaser (a) shall take no action that would reasonably be expected to adverselyaffect or materially delay the ability to obtain any necessary approvals of any Governmental Entity required for the transactions contemplatedhereby or to consummate the transactions contemplated hereby on a timely basis, and (b) shall not, nor shall it permit any of the PurchaserSubsidiaries to, without the prior written consent of Company (which consent shall not be unreasonably withheld, conditioned or delayed):

5.2.1amend the Purchaser's articles of incorporation or bylaws in a manner that would materially and adversely affect the holders ofCompany Common Stock relative to the holders of Purchaser Common Stock;

5.2.2except as and to the extent required by applicable Law or regulatory agencies having jurisdiction over Purchaser or any of thePurchaser Subsidiaries, (a) take any action that would reasonably be expected to prevent, materially impede or materially delay the consummationof the transactions contemplated by this Plan of Merger, or (b) take, or knowingly fail to take, any action that is reasonably likelyto result in any of the conditions to the Merger set forth in Article VI not being satisfied; or

5.2.3agree or commit to do any of the foregoing.

5.3No Solicitation by Company.

5.3.1Except as specifically permitted by this Section5.3, Company shall not and shall cause each of the Company Subsidiariesand their Representatives not to, during the period from the date of this Plan of Merger until the earlier of the Effective Time andthe termination of this Plan of Merger in accordance with Article VII, directly or indirectly, (a)solicit, initiate, facilitateor knowingly encourage (including by way of furnishing information) any inquiries regarding, or the making of any proposal or offer thatconstitutes, or could reasonably be expected to lead to, a Company Takeover Proposal, (b)engage or enter into, continue or otherwiseparticipate in any discussions or negotiations regarding, or furnish

to any other Person information in connection with any Company TakeoverProposal, or otherwise cooperate with or assist or participate in, or facilitate or knowingly encourage any such inquiries, proposals,discussions or negotiations or any effort or attempt to make a Company Takeover Proposal, (c) grant any waiver, amendment or releaseof or under, or fail to enforce, any confidentiality, standstill or similar agreement (or any confidentiality, standstill or similarprovision of any other contract) or (d) enter into any letter of intent, memorandum of understanding, agreement in principle, mergeragreement, acquisition agreement or other contract providing for, relating to or in connection with any Company Takeover Proposal orany proposal or offer that could reasonably be expected to lead to a Company Takeover Proposal. Company shall, and shall cause each ofthe Company Subsidiaries and each of its and the Company Subsidiaries' Representatives to (i)immediately upon execution of thisPlan of Merger, cease any solicitation, encouragement, discussions or negotiations with any Person that may be ongoing with respect toan existing or potential Company Takeover Proposal as of the date of this Plan of Merger, (ii)request promptly thereafter thatany Person furnished with confidential or non-public information concerning the Company or any of the Company Subsidiaries on or priorto the date hereof in connection with its consideration of a Company Takeover Proposal promptly return or destroy all confidential ornon-public information concerning Company or any of the Company Subsidiaries delivered or made available to such Person or its Representativesby Company, the Company Subsidiaries or any Representatives thereof, and any summaries, analyses or extracts thereof or based thereon,and any files, copies or records containing such information in any computer or electronic media, and (iii)immediately upon executionof this Plan of Merger, terminate all physical and electronic data room access previously granted to any Person or its Representatives(other than Purchaser and its Representatives).

5.3.2Notwithstanding anything to the contrary contained herein, if at any time prior to obtaining the Company Shareholder Approval,Company or any of its Representatives receives a bona fide unsolicited Company Takeover Proposal from any Person or group of Persons,which Company Takeover Proposal did not result from any breach of this Section5.3, then Company and its Representativesmay (a) contact such Person or group of Persons and their Representatives to request that such Person or group of Persons provide clarificationof any term or condition of such Company Takeover Proposal that the Company Board of Directors determines in good faith to be ambiguousor unclear, and (b) if the Company Board of Directors determines in good faith, after consultation with its independent financial advisorsand outside legal counsel, that such Company Takeover Proposal constitutes, or is reasonably expected to lead to, a Company SuperiorProposal (i)furnish, pursuant to an Acceptable Company Confidentiality Agreement, information (including non-public information)with respect to Company and the Company Subsidiaries to the Person or group of Persons who has made such Company Takeover Proposal andtheir respective Representatives; provided that Company shall (subject to the terms of the Company Confidentiality Agreement)promptly (and in any event within 24 hours) make available to Purchaser (through an electronic data room or otherwise), and concurrentlyprovide express written notification, via electronic mail notification to Purchaser in accordance with the applicable provisions of Section9.8, of the availability of, any written confidential or non-public information that is provided to any such Person or group of Personsor their respective Representatives, if such information was not previously provided to Purchaser or its Representatives, and (ii)engagein or otherwise participate in discussions or negotiations with the Person or group of Persons making such

Company Takeover Proposaland their respective Representatives; provided, further that Company shall promptly (and in any event within 24 hours)provide to Purchaser (A)a copy of any Company Takeover Proposal made in writing by any such Person or group of Persons to Companyor any of its Representatives, and the identity of the Person making the Company Takeover Proposal, and (B)a written summary ofthe material terms of any such Company Takeover Proposal not made in writing. For the purposes of this Plan of Merger, "AcceptableCompany Confidentiality Agreement" means any confidentiality agreement that contains terms that are no less favorable to Companythan those contained in the Company Confidentiality Agreement, which shall not provide such Person with any exclusive right to negotiateor otherwise prevent Company from providing information to Purchaser in accordance with this Agreement or otherwise complying with itsobligations under this Agreement.

5.3.3Company shall keep Purchaser informed of any developments, discussions or negotiations regarding any Company Takeover Proposalon a reasonably current basis (and in any event with 24 hours) and shall notify Purchaser of the status of such Company Takeover Proposal.For the avoidance of doubt, all information provided to Purchaser pursuant to this Section 5.3.3 will be subject to the termsof the Company Confidentiality Agreement. Company agrees that it and its Subsidiaries will not enter into any confidentiality or otheragreements with any Person subsequent to the date of this Plan of Merger which prohibits Company from providing any information to Purchaserin accordance with this Section5.3.

5.3.4Except as permitted by Section 5.3.5, neither the Company Board of Directors or any committee thereof shall (a)(i)failto recommend to the Company Shareholders that the Company Shareholder Approval be given or fail to include the Company Board Recommendationin the Proxy Statement, (ii)change, qualify, withhold, withdraw or modify, or publicly propose to change, qualify, withhold, withdrawor modify, in a manner adverse to Purchaser, the Company Board Recommendation, (iii)fail to recommend against any tender offer orexchange offer that is a Company Takeover Proposal within 10 Business Days after the commencement thereof other than a temporary "stop,look and listen" communication by the Company Board of Directors consistent with Rule 14d-9(f) of the Exchange Act, (iv)adopt,approve or recommend, or submit to the vote of the Company Shareholders, or publicly propose to approve or recommend to the Company Shareholders,a Company Takeover Proposal or (v) make any public statement inconsistent with the Company Board Recommendation (actions described inthis clause (a) being referred to as a "Company Adverse Recommendation Change") or (b) cause or permit Companyor any of the Company Subsidiaries to enter into any letter of intent, agreement or agreement in principle with respect to any CompanyTakeover Proposal (other than an Acceptable Company Confidentiality Agreement) (each, a "Company Acquisition Agreement").

5.3.5Notwithstanding anything to the contrary herein, prior to the time the Company Shareholder Approval is obtained, the Company Boardof Directors may, in connection with a bona fide written Company Takeover Proposal which Company Takeover Proposal was made after thedate of this Plan of Merger and that did not result from any breach of this Section5.3, make a Company Adverse RecommendationChange or terminate this Plan of Merger pursuant to Section 7.1.8 to enter into a definitive merger agreement or other definitivepurchase or acquisition agreement with respect to such Company Takeover Proposal,

if and only if, prior to taking such action, Companyhas complied with its obligations under this Section 5.3 and the Company Board of Directors has determined in good faith, afterconsultation with its independent financial advisors and outside legal counsel,that such Company Takeover Proposal constitutesa Company Superior Proposal and that the failure to take the actions contemplated by this sentence are reasonably likely to be inconsistentwith its fiduciary duties under applicable Law; provided, however, that prior to taking any such action (a)Companyhas given Purchaser at least four Business Days prior written notice of its intention to take such action (which notice shall specifythe material terms and conditions of any such Company Superior Proposal, including the identity of the party making such Company SuperiorProposal) and has contemporaneously provided a copy to Purchaser of all written materials (including all transaction agreements and relateddocuments) with or from the party making such Company Superior Proposal, (b)Company has negotiated, and has caused its Representativesto negotiate, in good faith with Purchaser during such notice period to the extent Purchaser wishes to negotiate, to enable Purchaserto revise the terms of this Plan of Merger such that it would cause such Company Superior Proposal to no longer constitute a CompanySuperior Proposal and (c)following the end of such notice period, the Company Board of Directors shall have considered in goodfaith any changes to this Plan of Merger proposed in writing by Purchaser, and shall have determined that the Company Superior Proposalwould continue to constitute a Company Superior Proposal if such revisions were to be given effect and that the failure to take the actionscontemplated in the first sentence of this Section 5.3.5 would be reasonably likely to be inconsistent with its fiduciary dutiesunder applicable Law. In the event of any material revisions to a Company Takeover Proposal, Company shall deliver a new written noticeto Purchaser pursuant to the foregoing clause(a) and again comply with the requirements of this Section5.3.5 withrespect to such new written notice; provided, however, that references herein to the four Business Day period shall bedeemed to be references to a two Business Day period with respect thereto.

5.3.6Provided that Company and the Company Board of Directors comply with their applicable obligations under Section 5.3.5, nothingin this Section 5.3 shall prohibit the Company Board of Directors from (a)taking and disclosing to the Company Shareholdersa position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or (b)makingany "stop-look-and-listen" communications to Company Shareholders pursuant to Section 14d-9(f) promulgated under the ExchangeAct (or any similar communications to the Company Shareholders); provided, however, that the taking of any action pursuantto any of the preceding clauses (a) or (b) shall in no way limit or modify the effect of this Plan of Merger with respect to any suchaction taken.

5.3.7As used in this Plan of Merger, "Company Takeover Proposal" shall mean any inquiry, proposal or offer from any Person(other than Purchaser and its Subsidiaries) or "group", within the meaning of Section13(d) of the Exchange Act, relating to, ina single transaction or series of related transactions, any (a)direct or indirect acquisition of assets of Company and its Subsidiariesequal to more than 15% of Company's consolidated assets or to which more than 15% of Company's net income on a consolidated basis areattributable, (b)acquisition of more than 15% of the outstanding Company Common Stock or the capital stock of any Subsidiary ofCompany, (c)tender offer or exchange offer that if consummated would result in any Person or "group" beneficially owning more than15% of the outstanding Company Common Stock, (d)merger, consolidation, share exchange, business

combination, recapitalization,reorganization, liquidation, dissolution or similar transaction involving Company or any of its Subsidiaries or (e)any combinationof the foregoing types of transactions if the sum of the percentage of consolidated assets, consolidated net income and Company CommonStock involved is more than 15%; in each case, other than the Merger.

5.3.8As used in this Plan of Merger, "Company Superior Proposal" shall mean any bona fide written Company TakeoverProposal that the Company Board of Directors has determined in its good faith judgment, after consultation with its independent financialadvisors and outside legal counsel, is reasonably likely to be consummated in accordance with its terms and that is reasonably likelyto result in the consummation of a transaction more favorable to the Company Shareholders from a financial point of view than the Merger,taking into account (a)all legal, regulatory and financial aspects of the proposal (including availability of financing and certaintyof closing) and the Person making the proposal; and (b)any changes to the terms of this Plan of Merger proposed by Purchaser inresponse to such proposal or otherwise. For purposes of the definition of "Company Superior Proposal", the references to "15%"in the definition of Company Takeover Proposal shall be deemed to be references to "50%."

5.3.9For purposes of this Section 5.3, any breach of this Section5.3 by any of Company's Representatives in hisor her individual capacity shall be deemed to be a breach by Company.

5.4Preparation of the Registration Statement; Shareholder Meeting.

5.4.1Purchaser shall use commercially reasonable efforts to prepare and cause to be filed with the SEC a Registration Statement on FormS-4(the "Registration Statement"), in which a prospectus and proxy statement to be sent to the Company Shareholdersrelating to the Company Shareholder Meeting (the "Proxy Statement") will be included, as promptly as practicablefollowing the date of this Plan of Merger (and in any event no later than 45 days). Purchaser shall use commercially reasonable effortsto have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and shalluse commercially reasonable efforts to keep the Registration Statement effective as long as reasonably necessary to consummate the Merger.Prior to the filing of the Registration Statement, Purchaser shall consult with Company with respect to such filing and shall afford Companyand its Representatives reasonable opportunity to review and comment thereon, and shall consider in good faith for inclusion any commentsthereon submitted by Company. If at any time prior to the Company Shareholder Meeting any event with respect to Purchaser or Company orany of their respective officers and directors or Subsidiaries should occur which is required to be described in an amendment of, or asupplement to, the Proxy Statement or the Registration Statement, Purchaser or Company, as applicable, shall promptly inform the otherparty so that such event may be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required byLaw, disseminated to the shareholders of Company.

5.4.2Purchaser shall use commercially reasonable efforts to take any actions (other than qualifying to do business in any jurisdictionin which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable

foreign or statesecurities or "blue sky" Laws and the rules and regulations thereunder in connection with the Merger and the issuance of Purchaser CommonStock as Merger Consideration.

5.4.3Company shall, as soon as is reasonably practicable following the date on which the Registration Statement is declared effectiveor the effective date can be predicted with reasonable certainty (and in no event later than 45 days after such date), duly call, giveproper notice of, convene and hold a special meeting of the Company Shareholders for the purpose of seeking the Company Shareholder Approval("Company Shareholder Meeting"). Company shall consult with Purchaser regarding the record date for the CompanyShareholder Meeting and shall cause appropriate searches to be made in accordance with Rule 14a-13. Company shall not change the recorddate for the Company Shareholder Meeting without the prior written consent of Purchaser (such consent not to be unreasonably withheld,conditioned or delayed). Company shall use its commercially reasonable efforts to (a)cause the Proxy Statement to be mailed to theCompany Shareholders and to hold the Company Shareholder Meeting as promptly as practicable after the Registration Statement is declaredeffective under the Securities Act; (b) solicit from its shareholders proxies to vote on the proposal to approve this Plan of Merger andto secure a quorum at the Company Shareholder Meeting; and (c)except if the Company Board of Directors shall have made a CompanyAdverse Recommendation Change as permitted by Section5.3, solicit the Company Shareholder Approval. Company shall, throughthe Company Board of Directors, recommend to the Company Shareholders that they vote for the Company Shareholder Approval and shall includesuch recommendation in the Proxy Statement, except to the extent that the Company Board of Directors shall have made a Company AdverseRecommendation Change as permitted by Section5.3. Company may, in consultation with Purchaser, adjourn or postpone the CompanyShareholder Meeting (i) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is providedto the Company Shareholders in advance of a vote on the Company Shareholder Approval or (ii) if, as of the time for which the CompanyShareholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Company Shareholders represented(either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Shareholder Meeting or there areinsufficient votes to obtain the Company Shareholder Approval. Notwithstanding the foregoing, (A) Company shall not adjourn, recess orpostpone the Company Shareholder Meeting to a date that is more than 20 days after the date on which the Company Shareholder Meeting wasorginally scheduled without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned, or delayedand (B) if Purchaser requests that Company adjourn, postpone or recess the Company Shareholder Meeting to solicit additional proxies forthe purpose of obtaining the Company Shareholder Approval, the Company will do so, provided, however, Purchaser shall not request Companyto adjourn, postpone or recess the Company Sharheolder Meeting more than two times. Company shall keep Purchaser updated with respectto proxy solicitation results as reasonably requested by Purchaser.

5.5Stock Exchange Listing. Purchaser shall use its commercially reasonable efforts to cause the shares of PurchaserCommon Stock to be issued as Merger Consideration to be accepted for listing on the Nasdaq Global Select Stock Market, subject to officialnotice of issuance, prior to the Effective Time.

5.6Regulatory Matters and Approvals.

5.6.1Subject to the terms and conditions of this Plan of Merger, each of the parties shall use commercially reasonable efforts to take,or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws andregulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties willuse commercially reasonable efforts to obtain as promptly as practical consents, approvals and authorizations of all third parties andGovernmental Entities necessary or desirable for the consummation of the Merger.

5.6.2In furtherance of the foregoing, as soon as practicable after the date of this Plan of Merger (but in no event more than 45 daysafter the date hereof), Purchaser shall prepare and file with each Governmental Entity having jurisdiction all applications and documentsrequired to obtain, and shall use its commercially reasonable efforts to obtain, each necessary approval of or consent to consummate theMerger. Subject to applicable Law, Purchaser shall provide Company with reasonable opportunities to review and comment upon the non-confidentialsections of such applications and documents before filing and to make such amendments and file such supplements thereto as Company mayreasonably request. To the extent permitted by applicable Law, Purchaser shall provide Company with copies of all material correspondencereceived from these Governmental Entities and all material responsive correspondence sent to these agencies.

5.6.3From the date of this Plan of Merger until the Effective Time, each of Company and Purchaser shall promptly notify the other partyin writing of any pending or, to the Knowledge of Company or Purchaser (as the case may be), threatened Action or Order by any GovernmentalEntity or any other Person (a)challenging or seeking material damages in connection with the Merger or the other transactions contemplatedby this Plan of Merger or (b)seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplatedby this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplatedby this Plan of Merger as violative of any Law, each of Company and Purchaser shall, and shall cause their respective Representativesto, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwiseagree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction thatwould prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger. Notwithstandingthe foregoing, nothing contained in this Agreement shall be deemed to require Purchaser or Company to take any action, or commit to takeany action, or agree to any condition or restriction which the Purchaser Board of Directors reasonably determines in good faith would,individually or in the aggregate, materially and adversely reduce the economic benefits of the Mergerto such a degree that Purchaser would not have entered into this Agreement had such action, condition or restriction been known at thedate hereof (a "Materially Burdensome Regulatory Condition").

5.6.4Nothing contained in this Plan of Merger shall give Company, directly or indirectly, the right to control or direct the operationsof Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the EffectiveTime. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable,

Company and Purchaser each shall exercise,consistent with the terms and conditions of this Plan of Merger, complete control and supervision over their respective business operations.

5.7Employee Matters.

5.7.1 Benefit Continuation. All employees of Company or any of the Company Subsidiaries immediately before the Effective Timeshall automatically become employees of the Surviving Company or its Affiliates as of the Effective Time. Purchaser covenants and agreesto provide to each employee of Company or any Company Subsidiary who becomes employed by Purchaser or any of its Affiliates as a resultof the Merger(each, a "Continuing Employee") with the same employee benefits then provided to similarlysituated employees at Purchaser and consistent with this Section 5.7.

5.7.2Employee Severance. Purchaser covenants and agrees to pay severance payments to all employees of Company whose job is eliminatedas a result of the Merger and whose employment is terminated by Purchaser other than for cause within twelve months after the EffectiveTime, in accordance with the severance terms as set forth on Section 5.7.2 of the Purchaser Disclosure Letter.

5.7.3Years of Service Credit. Purchaser covenants and agrees that each Continuing Employee shall receive credit for years ofservice at Company or the Company Subsidiaries (i) for all purposes, including, without limitation, for purposes of eligibility to participate,vesting credit, entitlement to benefits, and levels of benefits of any Purchaser employee benefit plan (including, but not limited to,Purchaser's 401(k) plan and vacation leave policy) or any other employee benefit plan of the Surviving Company or its Affiliates commencingafter the Effective Time, and (ii) for purposes of determining seniority in connection with employment with the Surviving Company andAffiliates, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under anysimilar Company Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the EffectiveTime; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits.

5.7.4Retention and Stay Bonuses. Company will cooperate with Purchaser in its efforts to cause any employees of Companyidentified by Purchaser to enter into retention or stay bonus agreements (in a form mutually agreed to by Purchaser and the employee)prior to the Effective Time.

5.7.5Severance/Employment Agreements. Purchaser will honor all of Company's obligations and assume all its defenses under existingseverance, change of control or employment agreements to which the Company or any Company Subsidiary is a party and which are listed onSection 5.7.5 of the Company Disclosure Letter in accordance with the terms thereof.

5.7.6Termination of Qualified Retirement Plan. The Company Board of Directors will, prior to the Effective Time, adopt resolutionsterminating the Company's 401(k) plan (the "Company Retirement Plan") effective as of immediately prior to the EffectiveTime. The accounts of all participants and beneficiaries in the Company

Retirement Plan will become fully vested upon terminationof the Company Retirement Plan. As soon as practicable following the Effective Time, all account balances in the Company RetirementPlan will be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individualretirement account as a participant or beneficiary may direct. Purchaser agrees to permit participants in the Company RetirementPlan who become employees of Purchaser to roll over their account balances in the Company Retirement Plan to Purchaser's 401(k)plan.Notwithstanding the foregoing, (a) no shares of Purchaser common stock may be rolled over into Purchaser's 401(k) plan, and (b) a participantmay roll over into Purchaser's 401(k) plan loans made by the Company Retirement Plan only if such participant rolls over the participant'sentire account balance. Until the Effective Time, Company will be permitted to make profit-sharing and matching contributions to theCompany Retirement Plan based on participants' elective contributions to the Company Retirement Plan, in the ordinary course of businessconsistent with past practice.

5.7.7 Non-Equity Incentive and Bonus Plans. Immediately on or prior to the Effective Time, Company and each Company Subsidiaryshall, subject to the occurrence of the Effective Time, terminate all non-equity incentive and/or bonus plans, and the accrued benefitsas of the Effective Time shall be paid on a prorated basis based on the portion of the plan year completed before the Effective Time,assuming any individual performance goals are satisfied at the targeted level of performance and any Company performance goals are satisfiedat the targeted level of performance, and in a lump sum as soon as practicable following the Effective Time.

5.8Press Releases and Public Announcement. Purchaser and Company agree that the initial press release with respectto the execution and delivery of this Plan of Merger shall be a release that is mutually agreed to by the parties. Thereafter, neitherCompany nor Purchaser will issue any press release or make any public announcement relating to this Plan of Merger, the Merger or theother transactions contemplated by this Plan of Merger without the prior written approval of, in the case of Company, Purchaser, andin the case of Purchaser, Company. However, each party may issue any such press release or make such public announcement (a) it believesin good faith is required to be made by applicable Law or any applicable rule or regulation promulgated by any applicable securitiesexchange after consultation with outside legal counsel, in which case the disclosing party will use its commercially reasonable effortsto advise and consult with the other party regarding any such press release or other announcement prior to making any such disclosureor (b) for such press release or such public announcement that are consistent with such other press releases or public announcementsmade after the date of this Plan of Merger in compliance with this Section 5.8.

5.9Access to Information.

5.9.1Subject to applicable Law, during the period commencing on the date of this Plan of Merger and ending at the earlier of the EffectiveTime and the termination of this Plan of Merger in accordance with Article VII, (a) Company will, and will cause each of the CompanySubsidiaries to, upon reasonable prior written notice, permit Purchaser and its Representatives to have reasonable access at all reasonabletimes, and in a manner so as not to interfere with the normal business operations of Company and the Company Subsidiaries, to the officersand senior management, premises, agents, books, records, and Contracts of or

pertaining to Company and the Company Subsidiaries as maybe reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish such reasonable informationabout it and its business as is relevant to Company and its shareholders in connection with the transactions contemplated by this Planof Merger; provided, however, that such access or disclosure of information will (i)comply with all applicable Laws,(ii)not result in, or reasonably be expected to result in, the waiver of the attorney-client privilege, or (iii)not resultin, or reasonably be expected to result in, a material breach of any material Contract. No such access shall affect the representations,warranties, covenants or agreements of the parties (or the remedies with respect thereto) or the conditions to the obligations of theparties under this Plan of Merger.

5.9.2 AllInformation of Company (as defined in the Company Confidentiality Agreement) provided pursuant to this Plan of Merger shall besubject to the provisions of the Confidentiality Agreement, dated as of January 5, 2024, between Company and Purchaser("Company Confidentiality Agreement"), which shall remain in full force and effect in accordance with its terms. AllInformation of Purchaser (as defined in the Purchaser Confidentiality Agreement) provided pursuant to this Plan of Merger shall besubject to the provisions of the Confidentiality Agreement, dated as of April 4, 2024, between Company and Purchaser("Purchaser Confidentiality Agreement", and together with the Company Confidentiality Agreement, the("Confidentiality Agreements"), which shall remain in full force and effect in accordance with its terms.

5.10Indemnification and Insurance.

5.10.1All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directorsand officers, as the case may be, of Company or the Company Subsidiaries as provided in their respective articles of incorporation orbylaws or other organization documents or in existing indemnity agreements with Company or any of the Company Subsidiaries shall survivethe Merger and shall continue in full force and effect in accordance with their terms.

5.10.2From and after the Effective Time, Purchaser (and its successors or assigns) shall indemnify and hold harmless to the fullestextent permitted under applicable Law, each current or former director or officer of Company or any of the Company Subsidiaries (each,together with such person's heirs, executors or administrators, an "Indemnified Party") against any costs or expenses (includingadvancing attorneys' fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each IndemnifiedParty to the fullest extent permitted by Law and following receipt of any undertaking required by applicable Law or applicable organizationaldocuments), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatenedActions, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred at or beforethe Effective Time in such Indemnified Party's capacity as a director or officer of Company or any of the Company Subsidiaries or insuch Indemnified Party's capacity as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture,trust, pension or other employee benefit plan or enterprise at the request or for the benefit of Company or any Company Subsidiary, includingin connection with the transactions contemplated by this Plan of Merger.

All rights to indemnification or advancement of expenses inrespect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action orresolution of such claim. In the event of any such Action, Purchaser (and its successors or assigns) shall reasonably cooperate withthe Indemnified Party in the defense of the Action.

5.10.3Purchaser (and its successors or assigns) shall maintain in effect for not less than six years from the Effective Time the currentpolicies of directors' and officers' liability insurance and fiduciary liability insurance maintained by Company and the Company Subsidiariesfor the Indemnified Parties prior to the Effective Time with respect to matters occurring at or prior to the Effective Time, includingthe transactions contemplated by this Plan of Merger. Alternatively, Purchaser (and its successors or assigns) may substitute thereforpolicies of substantially the same coverage containing terms and conditions that, taken as a whole, are no less advantageous to the IndemnifiedParties. After the Effective Time, Purchaser (and its successors or assigns) shall not be required to pay premiums for insurance coveragesin excess of 300% of the last annual premium (such 300% threshold, the "Maximum Amount") paid by Company priorto the date of this Plan of Merger in respect of the coverages required to be obtained pursuant to this Section 5.10.3, and ifsuch amount is not sufficient to purchase insurance in such amount, then Purchaser shall purchase such amount of insurance with the bestcoverage reasonably available as can be purchased for an aggregate amount that is equal to the Maximum Amount. Alternatively, Purchaser(and its successors or assigns) may purchase at or after the Effective Time, at a total aggregate cost not exceeding the Maximum Amount,a six-year prepaid "tail" policy on terms and conditions providing substantially equivalent benefits as the current policiesof directors' and officers' liability insurance and fiduciary liability insurance maintained by Company and the Company Subsidiaries forthe Indemnified Parties with respect to matters occurring at or prior to the Effective Time, including the transactions contemplated bythis Plan of Merger. If such "tail" prepaid policy has been obtained, Purchaser (and its successors or assigns) shall use itscommercially reasonable efforts to maintain it in full force and effect for its full term and honor all obligations thereunder, provided,however, that if such "tail" prepaid policy is terminated by the insurance provider, then Purchaser (and its successors or assigns)shall use its commercially reasonable efforts to obtain and maintain a replacement "tail" prepaid policy on terms and conditionsproviding substantially equivalent benefits as the terminated "tail" prepaid policy, for an aggregate cost not exceeding theMaximum Amount.

5.10.4The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such personmay have under the articles of incorporation or bylaws or other organization documents of Company or any of the Company Subsidiaries,any other indemnification arrangement, the MBCA, directors' and officers' insurance claims under any policy that is or has been in existencewith respect to Company or the Company Subsidiaries or otherwise. The provisions of this Section5.10 shall survive the consummationof the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties, each of whom is a third-partybeneficiary of this Section5.10.

5.10.5In the event that Purchaser (a)consolidates with or merges into any other person and shall not be the continuing or survivingcorporation or entity in such consolidation or merger or (b)transfers all or substantially all of its properties and assets toany

Person, in each case, Purchaser shall take commercially reasonable efforts so that the successors and assigns of Purchaser shallassume the obligations set forth in this Section5.10.

5.10.6Notwithstanding any provisions to the contrary, the indemnification obligations in this Section 5.10 are limited by federalbanking and securities Laws and any such obligations that violate any federal banking or securities Laws or published public policy arevoid and unenforceable.

5.11Takeover Laws. If any "moratorium," "control share," "fair price," "affiliatetransaction," "business combination" or other anti-takeover Law is or may become applicable to the Merger, Company andthe Company Board of Directors shall (a) take all such actions as are reasonably necessary so that the transactions contemplated hereundermay be consummated as promptly as practicable on the terms contemplated by this Plan of Merger and (b) otherwise take all such actionsas are reasonably necessary to eliminate or minimize the effects of any such Law on the Merger and the transactions contemplated by thisPlan of Merger.

5.12Securityholder Litigation. Each party shall give prompt notice of and keep the other party reasonably informed withrespect to the threat, filing, defense or settlement of any securityholder Action against it or its directors or officers relating tothe Merger or the other transactions contemplated by this Plan of Merger. Company shall give Purchaser the opportunity to participate(at its own expense) in the defense or settlement of any such securityholder Action and shall not settle any such Action without Purchaser'sprior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

5.13Tax-Free Reorganization Treatment.

5.13.1Company and Purchaser intend that the Merger will qualify as a reorganization under Section 368(a) of the Code (the "IntendedTax Treatment"), and each shall not, and shall not permit any of their respective Subsidiaries to, take any action, or failto take any action, that would preclude the Merger from qualifying as a reorganization under Section 368(a) of the Code. Company and Purchasershall use commercially reasonable efforts, and shall cause their respective Subsidiaries to use commercially reasonable efforts, to causethe Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including providing reasonable and customaryrepresentations, covenants and certificates requested by counsel under Sections 6.2.5 and 6.3.5. Within 45 days followingthe Effective Time, Purchaser shall comply with the reporting requirements of Section 1.6045B-1(a)(2) of the Treasury Regulations.

5.13.2Each of Company and Purchaser shall report the Merger as a reorganization within the meaning of Section 368(a) of the Code on itsUnited States federal income Tax Return, unless otherwise required pursuant to a "determination" within the meaning of Section1313(a) of the Code.

5.14Expenses. Whether or not the Merger is consummated, except as otherwise provided in this Plan of Merger, all costsand expenses incurred in connection with this Plan of Merger and the transactions contemplated by this Plan of Merger shall be paid bythe party incurring such expenses, except that Purchaser shall pay and bear the cost of (a)each regulatory

filing, application,notification, registration or similar fee required to be paid by any party in connection with this Plan of Merger and the transactionscontemplated by this Plan of Merger under the Securities Act, the Exchange Act, applicable banking Laws and other applicable Laws and(b) any fees and expenses (excluding each party's internal costs and fees and expenses of attorneys, accountants and financial and otheradvisors) payable to the SEC in respect of filing the Registration Statement and Proxy Statement.

5.15Miscellaneous Agreements and Consents. Subject to the terms and conditions of this Plan of Merger, each of the partiesshall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary,proper, or advisable under applicable Laws and regulations or as otherwise reasonably requested in writing by Purchaser to consummateand make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use commercially reasonableefforts to obtain consents of all third parties and governmental bodies necessary or desirable for the consummation of the Merger.

5.16Advice of Changes. Each party shall promptly advise the other party of any change or event (a) having or reasonablylikely to have a Material Adverse Effect on it or (b) that it believes would or would be reasonably likely to cause or constitute a materialbreach of any of its representations, warranties, or covenants contained in this Plan of Merger or that reasonably could be expectedto give rise, either individually or in the aggregate, to the failure of a condition of such party set forth in Article VI; provided,that a failure to comply with this Section 5.16 shall not constitute a breach of this Plan of Merger or the failure of any conditionset forth in Article VI to be satisfied unless the underlying Material Adverse Effect or material breach would independently resultin the failure of one or more of such party's conditions set forth in Article VI to be satisfied.

5.17280G Matters. Company and Purchaser will cooperate in good faith to mitigate the impact of Section280G ofthe Code on any "parachute payment" as that term is defined in Section280G of the Code to an executive officer of Companyin connection with the Merger, provided, however, that if a "parachute payment" cannot otherwise be mitigated, the Companyagrees to cause such payment to be reduced in accordance with the terms of the applicable agreement(s) and/or plan(s).

5.18Section 16 Matters. Prior to the Effective Time, Company and Purchaser each will take all such steps as may be requiredto cause any acquisitions or dispositions of Purchaser Common Stock (including derivative securities with respect to Purchaser CommonStock) resulting from the Merger and the other transactions contemplated by this Plan of Merger, by each individual who may become oris reasonably expected to become subject to the reporting requirements of Section16(a) of the Exchange Act with respect to Purchaserimmediately following the Effective Time, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

5.19Dividends. Company and Purchaser shall coordinate with each other regarding the declaration, setting of record dates,and payment dates of dividends with respect to shares of Company Common Stock and Purchaser Common Stock for the purpose of minimizingthe risk that holders of shares of Company Common Stock (a) in respect of any calendar quarter,

receive dividends on both shares of CompanyCommon Stock and shares of Purchaser Common Stock received as Merger Consideration or (b) in respect of any calendar quarter, fail toreceive a dividend on shares of Company Common Stock or shares of Purchaser Common Stock received as Merger Consideration.

5.20Governance Matters. Subject to any necessary approval by any appropriate GovernmentalEntities, and subject to Purchaser's satisfactory completion of its customary screening and evaluation procedures for new directors,Purchaser shall take all appropriate action, subject to and in accordance with the articles of incorporation and bylaws of Purchaser,to appoint one individual serving on the Company Board of Directors and mutually agreeable to Company and Purchaser ("CompanyDesignated Director"), to the Purchaser Board of Directors, effective immediately followingthe Effective Time to serve until Purchaser's next annual meeting of shareholders (the "Initial Term").Purchaser shall endeavor to nominate and recommend such Company Designated Director for reelection to the Purchaser Board of Directorsfor one (1) subsequent additional one (1) year term following the Initial Term; provided,that as a condition to Purchaser’s obligation to nominate the Company Designated Director for reelection following the InitialTerm, the Company Designated Director shall(a)be required to provide information required to be disclosed by directors ordirector candidates in proxy statements or other filings under applicable Law orapplicablestock exchange regulations, andas requested by Purchaser from all members of the Purchaser Board of Directors, in each case as promptly as necessary to enable the timelyfiling of Purchaser’s proxy statement and other periodic reports with theSEC;and (b)have complied at all timeswith all policies, procedures, processes, codes, rules, standards and guidelines applicable to Purchaser Board of Director members.

5.21 Post-SigningDeliveries. No later than 60 days following the date hereof, Company shall provide Purchaser with complete copies of title insurancepolicies for each branch location of Macatawa Bank and Company’s corporate office.

ARTICLE VI
CLOSING CONDITIONS

6.1Conditions to Each Party's Obligation to Effect the Merger. The respective obligations of each party to effect theMerger are subject to the fulfillment (or waiver by Company and Purchaser) at or prior to the Effective Time of the following conditions:

6.1.1The Company Shareholder Approval shall have been obtained.

6.1.2Company and Purchaser shall have received all regulatory approvals required in connection with the transactions contemplated bythis Plan of Merger, all applicable notice periods and waiting periods shall have expired, and all such regulatory approvals shall bein effect (the "Requisite Regulatory Approvals"); provided, that no such Requisite Regulatory Approvalsshall contain any Materially Burdensome Regulatory Condition.

6.1.3No provision of any applicable Law making illegal or otherwise prohibiting the consummation of the Merger shall be in effect andno temporary, preliminary or permanent restraining Order issued by a court or agency of competent

jurisdiction preventing the consummationof the Merger or any other transaction contemplated by this Plan of Merger will be in effect.

6.1.4Neither party shall be subject to any Order of a court or agency of competent jurisdiction that enjoins or prohibits the consummationof the Merger.

6.1.5The Registration Statement shall have become effective under the Securities Act, no stop order suspending the effectiveness ofthe Registration Statement shall have been issued by the SEC and no proceedings for that purpose shall have been commenced or threatenedby the SEC and not withdrawn.

6.1.6The shares of Purchaser Common Stock to be issued as Merger Consideration shall have been accepted for listing on the Nasdaq stockexchange, subject to official notice of issuance.

6.2Conditions to Company's Obligation to Effect the Merger. The obligation of Company to effect the Merger is subjectto the fulfillment (or waiver by Company) at or prior to the Effective Time of the following additional conditions:

6.2.1The representations and warranties of Purchaser and Merger Sub set forth in Sections 4.4.1 and 4.6(b) of this Planof Merger shall be true and correct (other than, in the case of Section 4.4.1, such failures to be true and correct as are deminimis) in each case as of the date of this Plan of Merger and as of the Closing Date as though made as of such date (except to theextent such representations and warranties speak as of another time, in which case such representations and warranties will be true andcorrect as of such other time). The representations and warranties of Purchaser and Merger Sub set forth in Sections 4.1.1, 4.2, 4.3.1and 4.3.2 of this Plan of Merger (without giving effect to any limitation as to "materiality" or "Purchaser MaterialAdverse Effect" contained therein) will be true and correct in all material respect in each case as of the date of this Plan of Mergerand as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak as of anothertime, in which case such representations and warranties will be true and correct as of such other time). All other representations andwarranties of Purchaser and Merger Sub set forth in this Plan of Merger (without giving effect to any limitation as to "materiality"or "Purchaser Material Adverse Effect" contained therein) will be true and correct in each case as of the date of this Planof Merger and as of the Closing Date as though made as of such date (except to the extent such representations and warranties speak asof another time, in which case such representations and warranties will be true and correct as of such other time), except where the failureof such representations and warranties to be so true and correct does not have, and would not reasonably be expected to have, individuallyor in the aggregate, a Purchaser Material Adverse Effect.

6.2.2Each of Purchaser and Merger Sub shall have performed or complied in all material respects all of the covenants and obligationsrequired to be performed by it under this Plan of Merger at or prior to the Closing Date.

6.2.3Purchaser shall have delivered to Company a certificate, dated as of the Closing Date and signed on behalf of Purchaser by itsChief Executive Officer,

Chief Financial Officer or General Counsel certifying to the effect that the conditions set forth in Sections6.2.1,6.2.2 and 6.2.4 have been satisfied.

6.2.4Since the date of this Plan of Merger, there shall not have been any change, state of facts, event, development or effect thathas had, or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

6.2.5Company shall have received the opinion of Warner Norcross + Judd LLP, acting as counsel to Company, on the basis of certain facts,representations and assumptions set forth in such opinion, dated the Closing Date, a copy of which shall be furnished to Purchaser, tothe effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) ofthe Code. In rendering such opinion, such counsel shall be entitled to receive and rely upon customary representations of officers ofCompany and Purchaser as to such matters as such counsel may reasonably request.

6.3Conditions to Purchaser's Obligation to Effect the Merger. The obligation of Purchaser to effect the Merger is subjectto the fulfillment (or waiver by Purchaser) at or prior to the Effective Time of the following additional conditions:

6.3.1The representations and warranties of Company set forth in Sections 3.4.1 and 3.6(b) of this Plan of Merger shallbe true and correct (other than, in the case of Section 3.4.1, such failures to be true and correct as are de minimis) ineach case as of the date of this Plan of Merger and as of the Closing Date as though made as of such date (except to the extent such representationsand warranties speak as of another time, in which case such representations and warranties will be true and correct as of such other time).The representations and warranties of Company set forth in Sections 3.1.1, 3.2, 3.3.1, 3.3.2 and 3.22 of this Planof Merger (without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" containedtherein) will be true and correct in all material respect in each case as of the date of this Plan of Merger and as of the Closing Dateas though made as of such date (except to the extent such representations and warranties speak as of another time, in which case suchrepresentations and warranties will be true and correct as of such other time). All other representations and warranties of Company setforth in this Plan of Merger (without giving effect to any limitation as to "materiality" or "Company Material AdverseEffect" contained therein) will be true and correct in each case as of the date of this Plan of Merger and as of the Closing Dateas though made as of such date (except to the extent such representations and warranties speak as of another time, in which case suchrepresentations and warranties will be true and correct as of such other time), except where the failure of such representations and warrantiesto be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company MaterialAdverse Effect.

6.3.2Company shall have performed in all material respects all of the covenants required to be performed by it under this Plan of Mergerat or prior to the Closing Date.

6.3.3Company shall have delivered to Purchaser a certificate, dated as of the Closing Date and signed on behalf of Company by its ChiefExecutive Officer

or Chief Financial Officer certifying to the effect that the conditions set forth in Sections6.3.1, 6.3.2and 6.3.4 have been satisfied.

6.3.4Since the date of this Plan of Merger, (a) there shall not have been any change, state of facts, event, development or effectthat has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (b) neitherCompany nor any Company Subsidiary shall be subject to any Regulatory Agreement.

6.3.5Purchaser shall have received the opinion of ArentFox Schiff LLP, acting as counsel to Purchaser, on the basis of certain facts,representations and assumptions set forth in such opinion, a copy of which shall be furnished to Company, to the effect that the Mergerwill be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering suchopinion, such counsel shall be entitled to receive and rely upon customary representations of officers of Company and Purchaser as tosuch matters as such counsel may reasonably request.

ARTICLE VII
TERMINATION

7.1Termination of Plan of Merger. Notwithstanding anything contained in this Plan of Merger to the contrary, this Planof Merger may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or, subject to theterms of this Plan of Merger, after receipt of the Company Shareholder Approval (the date of such termination, the "TerminationDate"), as follows:

7.1.1by mutual written consent of Company and Purchaser;

7.1.2by either Company or Purchaser, if any Governmental Entity has issued an Order or taken any other action permanently enjoining,restraining or otherwise prohibiting the consummation of the Merger and such Order or other action is final and nonappealable; provided,however, that the right to terminate this Plan of Merger pursuant to this Section 7.1.2 shall not be available to the partyseeking to terminate if (a) the failure of Company, in the case of a termination by Company, or (b) the failure of Purchaser, in the caseof a termination by Purchaser, to perform any of its obligations under this Plan of Merger required to be performed at or prior to theEffective Time has been a substantial cause of, or a substantial factor that resulted in, the issuance of such an Order or the takingof such an action;

7.1.3by either Company or Purchaser, if the Merger does not occur on or before April 15, 2025 (the "End Date")provided, however, that the right to terminate this Plan of Merger pursuant to this Section 7.1.3 shall not be availableto the party seeking to terminate if (a)the failure of Company, in the case of a termination by Company, or (b)the failureof Purchaser, in the case of a termination by Purchaser, to perform any of its obligations under this Plan of Merger required to be performedat or prior to the Effective Time has been a substantial cause of, or a substantial factor that resulted in, the failure of the EffectiveTime to occur on or before the EndDate;

7.1.4by either Company or Purchaser, if the Company Shareholder Meeting (including any postponements or adjournments) shall have concludedand been finally adjourned and the Company Shareholder Approval shall not have been obtained; provided, however, that right toterminate this Plan of Merger pursuant to this Section 7.1.4 shall not be available to the party seeking to terminate if (a) thefailure of Company, in the case of a termination by Company, or (b) the failure of Purchaser, in the case of a termination by Purchaser,to perform any of its obligations under this Plan of Merger required to be performed at or prior to the Company Shareholder Meeting hasbeen a substantial cause of, or a substantial factor that resulted in, the Company Shareholder Approval not having been obtained;

7.1.5by Company, if Purchaser shall have breached or failed to perform any of its representations, warranties, covenants or other agreementscontained in this Plan of Merger, which breach or failure to perform (a)would result in a failure of a condition set forth in Sections6.1or 6.2 and (b)(i)cannot be cured by the End Date or (ii)if capable of being cured by the End Date, shallnot have been cured within 20Business Days following receipt of written notice (which notice shall specify in reasonable detailthe nature of such breach or failure and Company's intention to terminate this Plan of Merger if such breach or failure is not cured)from Company of such breach or failure; provided, that Company shall not have a right to terminate this Plan of Merger pursuantto this Section7.1.5 if it is then in breach of any representations, warranties, covenants or other agreements containedin this Plan of Merger that would result in a failure of a condition set forth in Sections6.1 or 6.3;

7.1.6by Purchaser, if Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreementscontained in this Plan of Merger, which breach or failure to perform (a)would result in a failure of a condition set forth in Sections6.1or 6.3 and (b)(i)cannot be cured by the End Date or (ii)if capable of being cured by the End Date, shallnot have been cured within 20Business Days following receipt of written notice (which notice shall specify in reasonable detailthe nature of such breach or failure and Purchaser's intention to terminate this Plan of Merger if such breach or failure is not cured)from Purchaser of such breach or failure; provided, that Purchaser shall not have a right to terminate this Plan of Merger pursuantto this Section7.1.6 if it is then in breach of any representations, warranties, covenants or other agreements containedin this Plan of Merger that would result in a failure of a condition set forth in Sections6.1 or 6.2;

7.1.7by Purchaser prior to the receipt of the Company Shareholder Approval if (a)the Company Board of Directors shall have effecteda Company Adverse Recommendation Change; (b)the Company Board of Directors shall have failed to reject a Company Takeover Proposaland reaffirm the Company Board Recommendation within three Business Days following the public announcement of such Company Takeover Proposaland in any event at least two Business Days prior to the Company Shareholder Meeting; (c)Company enters into a Company AcquisitionAgreement; or (d) in the absence of a Company Takeover Proposal with respect to which Company is then in active negotiations with thePerson making such Company Takeover Proposal in accordance with, and to the extent permitted by, Section 5.3.2, the Company Boardof Directors fails to publicly reaffirm its recommendation of this Plan of Merger within three Business Days of a written request by Purchaserto provide such reaffirmation (or such less time as remains prior to the Company Shareholder Meeting);

7.1.8by Company prior to receipt of the Company Shareholder Approval, in order to enter into a Company Acquisition Agreement in respectof a Company Superior Proposal; provided, however, that (a)Company has complied with Section 5.3 and (b) Companypays (or causes to be paid) the Company Termination Fee prior to or simultaneously with such termination;

7.1.9by Purchaser, if, prior to the Closing, Macatawa Bank is examined for compliance with the Community Reinvestment Act and receiveswritten notification of a rating lower than "Satisfactory"; or

7.1.10in accordance with the terms of Section 2.10.3.

7.2Effect of Termination.

7.2.1In the event that:

7.2.1.1this Plan of Merger is terminated by Purchaser pursuant to Section 7.1.7, Company shall pay, or cause to be paid, to Purchasercash in an amount equal to $20,400,000 (the "Company Termination Fee");

7.2.1.2this Plan of Merger is terminated by Purchaser pursuant to Section 7.1.6 or by Company or Purchaser pursuant to Section7.1.4, and if (a) any Person shall have made a Company Takeover Proposal (i) on or after the date of this Plan of Merger but priorto the date that this Plan of Merger is terminated in the case of a termination pursuant to Section 7.1.6 or (ii) on or after thedate of this Plan of Merger but prior to the Company Shareholder Meeting in the case of a termination pursuant to Section 7.1.4,and (b) at any time prior to the date that is 12 months after the date of any such termination, Company consummates a Company TakeoverProposal or enters into any definitive agreement providing for a Company Takeover Proposal (provided that, for purposes of thisSection 7.2.1.2, the references to "15%" in the definition of "Company Takeover Proposal" shall be deemed tobe references to "50%"), then Company shall pay, or cause to be paid, to Purchaser cash in an amount equal to the Company TerminationFee;

7.2.1.3 (a) this Plan of Merger is terminated by Company or Purchaser pursuant to Section 7.1.3, (b) any Person shall have madea Company Takeover Proposal on or after the date of this Plan of Merger but prior to the date of any such termination, and (c) at anytime prior to the date that is 12 months after the date of any such termination, Company consummates a Company Takeover Proposal or entersinto any definitive agreement providing for a Company Takeover Proposal (provided that, for purposes of this Section 7.2.1.3,the references to "15%" in the definition of "Company Takeover Proposal" shall be deemed to be references to "50%"),then Company shall pay, or cause to be paid, to Purchaser cash in an amount equal to the Company Termination Fee; provided, however, thatin the case of a termination by Company, Company shall not be obligated to pay the Company Termination Fee if the failure of Purchaserto perform any of its obligations under this Plan of Merger required to be performed at or prior to the Effective Time has been a substantialcause of, or a substantial factor that resulted in, the failure of the Effective Time to occur on or before the End Date; or

7.2.1.4this Plan of Merger is terminated by Company pursuant to Section 7.1.8, then Company shall pay, or cause to be paid, toPurchaser, prior to or contemporaneously with such termination, cash in an amount equal to the Company Termination Fee.

7.2.2Each of the parties hereto acknowledge and agree that the agreements contained in this Section 7.2 are an integral partof the transactions contemplated by this Plan of Merger, and that without these agreements, the other party would not enter into thisPlan of Merger. Accordingly, if Company fails to pay the amount due pursuant to this Section 7.2 and, in order to obtain suchpayment, Purchaser commences a suit that results in a judgment against Company for the Company Termination Fee, then Company shall payPurchaser its costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with intereston the amount of the Company Termination Fee from the date such payment was required to be made until the date of payment at the primerate published in the Wall Street Journal on the date such payment was required to be made.

7.2.3Upon the effectiveness of any termination of this Plan of Merger pursuant to Section 7.1, this Plan of Merger shall becomevoid and have no further force or effect (except for the provisions of Sections 5.8, 5.9.2, 5.14, 7.2 andArticle IX) as between the parties, and, subject to the payment of any amounts owing pursuant to this Section 7.2, thereshall be no other liability between the parties as to any other party. Notwithstanding anything in this Plan of Merger to the contrary,no party hereto will be relieved or released from any liability or damages arising from a willful or intentional breach of any provisionof this Plan of Merger or fraud, and the aggrieved party will be entitled to all rights and remedies available at Law or in equity.

7.2.4The Company Termination Fee will be paid in the aggregate to Purchaser at the direction of Purchaser in immediately available fundsin the case of Section 7.2.1, upon the occurrence of the event giving rise to the obligation to make such payment.

7.2.5For the avoidance of doubt, in no event shall Company be required to pay the Company Termination Fee on more than one occasion.

ARTICLE VIII
CERTAIN DEFINITIONS

8.1Whenused in this Plan of Merger, the following terms will have the meanings assigned to them in this Section 8.1:

"Action"means (a)any litigation, claim, action, suit, hearing, proceeding or arbitration, (b)any material investigation by a GovernmentalEntity or (c)any demand or notice of violation by a Governmental Entity (in the case of clauses (a), (b) and (c), whether civil,criminal, administrative, labor or investigative).

"Affiliate"means, with respect to a Person, any other Person that is an "affiliate" of that first Person within the meaning of Rule 405promulgated under the Securities Act.

"Bank HoldingCompany Act" means the Bank Holding Company Act of 1956, as amended.

"Book-Entry Shares"means shares of Company Common Stock represented by book-entry immediately prior to the Effective Time (other than Excluded Shares).

"Business Day"means a day other than a Saturday, Sunday or other day on which The NASDAQ Global Select Market is closed.

"Certificates"means outstanding certificates that immediately prior to the Effective Time represented shares of Company Common Stock (other than ExcludedShares).

"Collective BargainingAgreement" means any Contract that has been entered into with any labor organization, union, works council, employee representativeor association.

"Company BenefitPlan" means (a)any "employee benefit plan" within the meaning of Section 3(3) of ERISA (including but notlimited to any multiple employer plan or Multiemployer Plan in which the Company or an ERISA Affiliate of the Company participates, contributesor is, or at any time in the past was, required to contribute), and (b)any deferred compensation, retirement, defined contribution,defined benefit, pension, profit sharing, employee welfare, fringe benefit, flexible spending account, stock purchase, stock option, stockownership, phantom stock, stock appreciation rights, restricted stock, restricted stock units, severance, separation, employment, changein control, vacation pay, leave of absence, layoff, salary continuation, sick leave, excess benefit, bonus or other incentive compensation,day or dependent care, legal services, cafeteria, health, life, accident, disability, workers' compensation or other insurance, or otheremployee benefit plan, or contract, program, or practice, whether written or oral, for the benefit of Company's current or former officers,employees, independent contractors, or directors, in each case either (i)existing at the Closing Date and sponsored, maintained,or contributed to by Company or any of its Subsidiaries, or (ii)existing at the Closing Date or prior thereto, in respect of whichCompany or any of its Subsidiaries has or could reasonably be expected to have any Liability.

"Company Boardof Directors" shall mean the board of directors of Company.

"Company MaterialAdverse Effect" means a Material Adverse Effect with respect to Company.

"Company Shareholders"means holders of shares of Company Common Stock.

"Company Site"means, with respect to Company, any real properties (in each case, including all soil, subsoil, surface waters and groundwater thereat)currently or previously owned, leased or operated (including other real estate owned) by (a) Company or any of the Company Subsidiaries,(b)any predecessors of Company or any of the Company Subsidiaries, or (c) any entities previously owned by Company or any of theCompany Subsidiaries.

"Company StockPlan" means the Macatawa Bank Corporation Stock Incentive Plan of 2015.

"Contract"means, with respect to any Person, any agreement, contract, commitment, arrangement, memorandum of understanding, side letter, understanding,lease license, indenture, note, contractual obligation or other instrument of a contractual nature, whether written or oral.

"DPC Shares"means shares of Company Common Stock held as collateral by the Purchaser or Company or any of their respective Subsidiaries in respectof a debt.

"EnvironmentalClaim" means any and all administrative or judicial actions, suits, orders, claims, liens, notices, notices of violations,investigations, complaints, requests for information, proceedings, or other communication (written or oral), whether criminal or civil,pursuant to or relating to any applicable Environmental Law.

"EnvironmentalLaw" means any and all Laws, Environmental Permits, or binding agreements with any Governmental Entity, relating to the protectionof health and the environment, or governing the handling, use, generation, treatment, storage, transportation, disposal, manufacture,distribution, formulation, packaging, labeling, or Release of or exposure to Hazardous Materials, including without limitation the ComprehensiveEnvironmental Response Compensation and Liability Act of 1980, as amended, and any analogous state Law.

"EnvironmentalPermit" means any Permit required or issued by any Governmental Entity under or in connection with any Environmental Law,including without limitation, any and all orders, consent orders or binding agreements issued by or entered into with a Governmental Entityunder any applicable Environmental Law.

"ERISA"means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

"ERISA Affiliate"means, with respect to Company or Purchaser, as applicable, any Person who is, or at any time was, a member of a controlled group (withinthe meaning of Section 414(n)(6)(B) of the Code) that includes, or at any time included, Company or Purchaser, as applicable, or any Affiliateof Company or Purchaser, as applicable, or any predecessor of any of the foregoing.

"Exchange Act"means the Securities Exchange Act of 1934, as amended.

"FDI Act"means the Federal Deposit Insurance Act of 1950, as amended.

"FDIC"means the Federal Deposit Insurance Corporation.

"Federal ReserveBoard" means the Board of Governors of the Federal Reserve System or its delegees.

"FHLB"means the Federal Home Loan Bank.

"GAAP"means United States generally accepted accounting principles, consistently applied.

"Governmental Entity"means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to UnitedStates federal, state, county, municipal or local government or other non-United States international, multinational or other government,including any department, commission, board, agency, instrumentality, political subdivision, bureau, official or other regulatory, administrativeor judicial authority thereof and any self-regulatory organization, commission or authority, including any securities exchange.

"Hazardous Material"means petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containingmaterials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, mold, lead or lead-containing materials, polychlorinated biphenyls,polyfluoroalkyl substances, and any other chemicals, materials, substances or wastes in any amountor concentration which are regulated under or for which liability can be imposed under any Environmental Law.

"Indebtedness"means,with respect to any Person, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similarinstruments, (c) all Indebtedness of others secured by any Lien on owned or acquired property, whether or not the Indebtedness securedthereby has been assumed, (d) all guarantees (or any other arrangement having the economic effect of a guarantee) of Indebtedness of others,(e) all lease obligations of such Person capitalized on the books and records of such Person (or required to be so capitalized or treatedas a finance lease in accordance with GAAP), (f) all obligations, contingent or otherwise, of such Person as an account party in respectof financial guaranties, letters of credit, letters of guaranty, surety bonds and other similar instruments, (g) all securitization transactions,(h) all obligations representing the deferred and unpaid purchase price of property or services (including any potential future earn-out,purchase price adjustment, release of "holdback" or similar payment, but excluding accounts payable incurred in the ordinarycourse of business consistent with past practices), (i) all obligations, contingent or otherwise,in respect of bankers' acceptances, and (j) all obligations of such Person under swaps, options, derivatives and other hedging agreements,transactions or arrangements (assuming they were terminated on the date of determination).

"IntellectualProperty" means, with respect to any Person, all intellectual property and other similar proprietary rights in any jurisdictionworldwide, whether registered or unregistered, including such rights in and to: (a)patents (including all reissues, divisions, provisionals,continuations and continuations-in-part, re-examinations, renewals and extensions thereof), patent applications, patent disclosures orother patent rights; (b) copyrights, design, design registration, and all registrations, applications for registration, and renewals forany of the foregoing, and any "moral" rights; (c) trademarks, service marks, trade names, business names, logos, trade dress,certification marks and other indicia of commercial source or origin together with all goodwill associated with the foregoing, and allregistrations, applications and renewals for any of the foregoing; (d) trade secrets and business, technical and know-how information,databases, data collections and other confidential and proprietary information and all rights therein; (e)software, including datafiles, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databasesand other software-related specifications and documentation; (f)Internet domain name registrations; and (g) all rights in the foregoingand other similar intangible or intellectual property assets and their foreign equivalents in any jurisdiction.

"IRS"means the United States Internal Revenue Service.

"Knowledge"or any similar phrase means those facts that are actually known, after reasonable inquiry, by any of the individuals listed in Section8.1 of the Company Disclosure Letter, in the case of Company, and any of the individuals listed in Section 8.1 of the PurchaserDisclosure Letter, in the case of Purchaser.

"Law"means any federal, state, county, local or foreign constitution, statute, law, ordinance, rule, code, executive order, common law, injunction,judgment, decree, Order, regulation, treaty, Permit, directive or governmental requirement enacted, promulgated, entered into, agreedor imposed by any Governmental Entity.

"Liability"means all Indebtedness, obligations and other liabilities and contingencies of a Person, whether absolute, accrued, contingent, fixedor otherwise, or whether due or to become due.

"Lien"means, with respect to any property or asset, any mortgage, lien, pledge, security interest, hypothecation, or other encumbrance or changeof any kind affecting such property or asset.

"Material AdverseEffect" means, with respect to any Person, any effect, event, occurrence, fact, condition, development or change that (a)individuallyor in the aggregate, would reasonably be excepted to have a materially adverse effect on the business, results of operations, financialcondition or assets of such Person and its Subsidiaries, taken as a whole, or (b)prohibits or materially impairs the ability ofsuch Person to consummate the transactions contemplated by this Plan of Merger on a timely basis; provided, however, that,for the purposes of clause (a), a Material Adverse Effect shall not include effects, events, occurrences, facts, conditions, developmentsor changes arising out of, attributable to or resulting from (either alone or in combination): (i)conditions or changes generallyaffecting the economy or financial, credit or securities markets; (ii)any outbreak or escalation of hostilities, war (whether ornot declared) or military action or any act of terrorism, the occurrence of any natural disaster, or occurrence of any man-made disaster;(iii)general conditions in or changes generally affecting the banking industry or geographic regions in which such Person or itsSubsidiaries operate, including changes in prevailing interest rates, credit availability or liquidity; (iv)changes in Laws (orinterpretations thereof) of general applicability to companies in the industries in which such party and its Subsidiaries operate, orinterpretations thereof by courts of competent jurisdiction or Governmental Entities; (v)changes in GAAP or accounting standards(or interpretations thereof); (vi)compliance with the terms of, or the taking of any action required by, this Plan of Merger; (vii)any decline in the market price, or change in trading volume, of Purchaser Common Stock (provided, however, that any event,occurrence, fact, condition or change that caused or contributed to any decline in market price or change in trading volume, of PurchaserCommon Stock shall not be excluded unless otherwise specifically excluded by this definition); (viii)the announcement or pendencyof the Merger or any other transaction contemplated by this Plan of Merger; (ix) global or material pandemics, endemics or disease outbreaks,public health emergencies or widespread occurrences of infectious disease; provided, further, that any event, occurrence,fact, condition or change referred to in clauses (i), (ii), (iii), (iv), (v) or (ix) immediately above shall be taken into account indetermining whether a Material Adverse Effect

has occurred or would reasonably be expected to occur to the extent that such event, changeor effect has a disproportionate effect on such Person and its Subsidiaries, taken as a whole, compared to other companies operating inthe industry in which such Person and its Subsidiaries conduct their businesses.

"Michigan BankingCode" means the Michigan Banking Code of 1999, as amended.

"MultiemployerPlan" means a multiemployer plan within the meaning of Section 3(37) of ERISA.

"NLRB"means the National Labor Relations Board.

"Order"means any award, writ, arbitral awards, injunction, judgment, decree, order, ruling or verdict or other similar decision issued, promulgatedor entered by or with any Governmental Entity of competent jurisdiction.

"Permit"means any grant, exemption, declaration, registration, filing, order, authorization, approval, consent, exception, variance, consent,accreditation, certificate, license, permit or franchise of, from or required by any Governmental Entity of competent jurisdiction orpursuant to any Law, and all pending applications therefor or renewals thereof.

"Permitted Liens"means with respect to Company, (a)Liens for Taxes that are not yet due and payable or that are being contested in good faith forwhich adequate accruals or reserves have been established on the books and records of Company, (b)statutory Liens of landlords andworkers', carriers' and mechanics' or other like Liens incurred in the ordinary course of business consistent with past practices foramounts that are not yet due and payable or that are being contested in good faith for which adequate accruals or reserves have been establishedon the books and records of Company, (c)Liens and encroachments which do not materially interfere with the present use of the propertiesor assets they affect, (d)Liens that will be released prior to or as of the Closing, (e)Liens thatare disclosed on the most recent audited consolidated balance sheet of Company or notes thereto or securing liabilities reflected on suchbalance sheet, (f)Liens that were incurred in the ordinary course of business consistent with past practices sincethe date of the most recent consolidated balance sheet of Company, (g)Liens set forth in Section 8.1 of the Company DisclosureLetter, and (h)with respect to real property, whether owned or leased, any Lien that has not had and would not reasonably beexpected to be, individually or in the aggregate, material to Company and the Company Subsidiaries taken as a whole.

"Person"means an individual, a corporation, a partnership, a limited liability company, a joint venture, a trust, an unincorporated association,a Governmental Entity or any other entity or body.

"Purchaser Boardof Directors" shall mean the board of directors of Purchaser.

"Purchaser MaterialAdverse Effect" means a Material Adverse Effect with respect to Purchaser.

"Regulation O"means Regulation O of the Federal Reserve Board.

"Release"means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dumping or disposingof a Hazardous Material.

"Representatives"means, with respect to any Person, the respective officers, directors, managers, members, employees, consultants, accountants, brokers,financial advisors, legal counsel, agents, advisors, Affiliates and other representatives of that Person.

"SEC"means the United States Securities and Exchange Commission.

"Securities Act"means the Securities Act of 1933, as amended.

"SOX"means the United States Sarbanes Oxley Act, as amended.

"Subsidiary"shall have the meaning ascribed to it in Section 2(d) of the Bank Holding Company Act.

"Tax"or "Taxes" means any and all federal, state, local, or foreign net or gross income, gross receipts, net proceeds,sales, use, ad valorem, value added, franchise, withholding, payroll, employment, excise, property, abandoned property, escheat, deed,stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, license, lease, service, service use, occupation,severance, energy, transfer, real property transfer, recording, documentary, stamp, registration, unemployment, social security, workers'compensation, capital, premium, deficiencies, charges, backup withholding, personal property, franchise, and other governmental taxes,assessments, customs, duties or levies, whether disputed or not, together with any interest, penalties, additions to tax, or additionalamounts with respect thereto.

"Tax Returns"means any return, declaration, report, claim for refund, estimate or information return or statement relating to Taxes, including anyschedule or attachment thereto, and including any amendment thereof, filed or required to be filed under applicable Law with any GovernmentalEntity.

"Transaction Documents"means (a) the Proxy Statement, (b) the Registration Statement, and (c) any other documents to be filed with any other Governmental Entityin connection with the Merger.

"Trust AccountShares" means shares of Company Common Stock held directly or indirectly in trust accounts, managed or custodial accountsand the like or otherwise held in a fiduciary capacity for the benefit of third parties including all shares of Company Common Stock heldin connection with the Company 401(k) Plan.

"WARN Act"means the Worker Adjustment and Retraining Notification Act of 1988, and any similar foreign, state or local Law.

8.2Forpurposes of this Plan of Merger, except as otherwise expressly provided herein or unless the context otherwise requires: (a)themeaning assigned to each term defined herein will be equally applicable to both the singular and the plural forms of such term and viceversa, and words denoting any gender will include all genders as the context requires; (b)where a

word or phrase is defined herein,each of its other grammatical forms will have a corresponding meaning; (c)the terms "hereof", "herein", "hereunder", "hereby" and"herewith" and words of similar import will, unless otherwise stated, be construed to refer to this Plan of Merger as a whole and notto any particular provision of this Plan of Merger; (d)when a reference is made in this Plan of Merger to an Article, Section,paragraph, Exhibit or Schedule without reference to a document, such reference is to an Article, Section, paragraph, Exhibit or Scheduleto this Plan of Merger; (e)a reference to a subsectionwithout further reference to a Sectionis a reference to suchsubsection as contained in the same Section in which the reference appears, and this rule will also apply to paragraphs and other subdivisions;(f)the word "include", "includes" or "including" when used in this Plan of Merger will be deemed to include the words "withoutlimitation", unless otherwise specified; (g)a reference to any party to this Plan of Merger or any other agreement or documentwill include such party's predecessors, successors and permitted assigns; (h) a reference to any Law means such Law as amended, modified,codified, replaced or reenacted, and all rules and regulations promulgated thereunder; (i)all accounting terms used and not definedherein have the respective meanings given to them under GAAP; and (j)any references in this Plan of Merger to "dollars" or "$"shall be to U.S. dollars.

8.3Thefollowing terms are defined on the following pages of this Plan of Merger:

ARTICLE IX
MISCELLANEOUS

9.1No Third-Party Beneficiaries. This Plan of Merger will not confer any rights or remedies upon any Person other thanthe parties hereto and their respective successors and permitted assigns, other than Section 5.10 (which will be for the benefitof the Persons set forth therein, and any such Person will have the rights provided for therein) and Article II (which shall befor the benefit of holders of Company Common Stock after the Effective Time, whether represented by Certificates or Book-Entry Sharesto receive the Merger Consideration in accordance with the terms, and subject to the conditions set forth in, Article II).

9.2Specific Performance.

9.2.1The parties agree that irreparable damage to Company, Merger Sub or Purchaser, as applicable, would occur in the event that anyof the provisions of this Plan of Merger were not performed in accordance with their specific terms or were otherwise breached and thatany breach of this Plan of Merger could not be adequately compensated in all cases by monetary damages alone. The parties acknowledgeand agree that (a)Company shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breachesof this Plan of Merger by Purchaser and Merger Sub or to enforce specifically the terms and provisions of this Plan of Merger and (b)Purchaserand/or Merger Sub shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of thisPlan of Merger by Company or to enforce specifically the terms and provisions of this Plan of Merger, in each case, in addition to anyother remedy to which such party is entitled at Law or in equity.

9.2.2The parties hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to preventor restrain breaches of this Plan of Merger by Company, Merger Sub or Purchaser, as applicable, and to specifically enforce the termsand provisions of this Plan of Merger to prevent breaches or threatened breaches of, or to enforce compliance with, the respective covenantsand obligations of Company, Merger Sub or Purchaser, as applicable, under this Plan of Merger, all in accordance with the terms of thisSection 9.2.

9.2.3Neither Company, Merger Sub nor Purchaser, as applicable, shall be required to provide any bond or other security in connectionwith seeking an injunction or injunctions to prevent breaches of this Plan of Merger and to enforce specifically the terms and provisionsof this Plan of Merger, all in accordance with the terms of this Section 9.2.

9.3Entire Agreement. This Plan of Merger (including the exhibits and the schedules hereto), together with the ConfidentialityAgreements, constitutes the entire agreement between the parties hereto and supersedes any prior understandings, agreements or representationsby or between the parties hereto, written or oral, to the extent they are related in any way to the subject matter of this Plan of Merger.

9.4Succession and Assignment. This Plan of Merger will be binding upon and inure to the benefit of the parties namedherein and their respective successors and permitted assigns. Except as provided for in Section 1.6, no party hereto may assigneither this Plan of Merger or any of its rights, interests or obligations hereunder without the prior written approval of, in the caseof assignment by Company, Purchaser, and, in the case of assignment by Purchaser or Merger Sub, Company.

9.5Construction. The parties have participated jointly in the negotiation and drafting of this Plan of Merger, and,in the event an ambiguity or question of intent or interpretation arises, this Plan of Merger will be construed as if drafted jointlyby the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of anyof the provisions of this Plan of Merger.

9.6Exclusive Jurisdiction. Each of the parties to this Plan of Merger irrevocably and unconditionally submits, foritself and its property, to the exclusive jurisdiction of the state and federal courts of the State of Michigan, and any appellate courtsfrom any thereof, in any Action or proceeding arising out of or relating to this Plan of Merger or the transactions contemplated by thisPlan of Merger, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such Action or proceedingshall be heard and determined in such Michigan court or, to the extent permitted by Law, in such federal court.

9.7Waiver of Jury Trial. EACH OF THE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT ITMAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITHTHIS PLAN OF MERGER OR THE TRANSACTIONS CONTEMPLATED BY THIS PLAN OF MERGER.

9.8 Notices.All notices, requests, demands, and other communications under this Plan of Merger shall be in writing and shall be deemed to havebeen duly given and effective (a) immediately if delivered or sent and received by electronic mail transmission (if receipt by theintended recipient is confirmed by the same means, which confirmation each party agrees to transmit reasonably promptly); (b) whendelivered if sent by hand (with written confirmation of receipt); or (c) when received by addressee if sent by a nationwideovernight delivery service (all fees prepaid) to the following addresses:

9.9Governing Law. This Plan of Merger shall be governed, construed, and enforced accordance with the Laws of the Stateof Michigan, without regard to principles of conflicts of Laws.

9.10Counterparts. This Plan of Merger may be executed in one or more counterparts, which taken together shall constituteone and the same instrument. Executed counterparts of this Plan of Merger shall be deemed to have been fully delivered and shall becomelegally binding if and when executed signature pages are received by electronic mail transmission from a party.

9.11Headings. The article headings and section headings contained in this Plan of Merger are inserted for convenienceonly and shall not affect in any way the meaning or interpretation of this Plan of Merger.

9.12Calculation of Dates and Deadlines. Unless otherwise specified, any period of time to be determined under this Planof Merger shall be deemed to commence at 12:01 a.m. on the first full day after the specified starting date, event, or occurrence. Anydeadline, due date, expiration date, or period-end to be calculated under this Plan of Merger shall be deemed to end at 5 p.m. on thelast day of the specified period. The time of day shall be determined with reference to the then-current local time in Grand Rapids,Michigan.

9.13Severability. If any term, provision, covenant, or restriction contained in this Plan of Merger is held by a finaland unappealable Order of a court of competent jurisdiction to be invalid, void, or unenforceable, then the remainder of the terms, provisions,covenants, and restrictions contained in this Plan of Merger shall remain in full force and effect, and shall in no way be affected,impaired, or invalidated unless the effect would be to cause this Plan of Merger to not achieve its essential purposes.

9.14Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants andother agreements in this Plan of Merger or in any instrument delivered pursuant to this Plan of Merger, including any rights arisingout of any breach of such representations, warranties, covenants and other agreements, will survive the Effective Time, except for thosecovenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Timeand this ArticleIX.

9.15Amendments. This Plan of Merger may be amended by the parties hereto, by action taken or authorized, in the caseof Company, by the Company Board of Directors or a duly authorized committee of the Company Board of Directors and, in the case of Purchaser,by the Purchaser Board of Directors or a duly authorized committee of the Purchaser Board of Directors at any time before or after thereceipt of the Company Shareholder Approval. This Plan of Merger may not be amended except by an instrument in writing signed on behalfof Company and Purchaser.

[Signature page follows.]

IN WITNESS WHEREOF, theundersigned parties have duly executed and acknowledged this Plan of Merger as of the date first written above.

Signature Page to Agreementand Plan of Merger

Exhibit A

VOTING AGREEMENT

EXHIBIT 99.1

Votingand Support Agreement

ThisVoting and Support Agreement (this “Agreement”) is entered into as of April 15, 2024, by and amongWintrust Financial Corporation, an Illinois corporation (“Purchaser”),Macatawa Bank Corporation, a Michigan corporation (“Company”),and those Persons whose names appear on the signature page of this Agreement and who own or solely control the voting of any shares ofCompany Common Stock (such shareholders collectively referred to in this Agreement as the “Principal Shareholders,”and individually as a “Principal Shareholder”).

Recitals

A.Asof the date hereof, each Principal Shareholder is the owner or solelycontrols the vote of the number of shares of Company’s common stock, no par value per share (“Company Common Stock”),as is set forth opposite such Principal Shareholder’s name on thesignature page attached hereto.

B.Purchaseris contemplating the acquisition of Company by means of a merger (the“Merger”) of Company with andinto Leo Subsidiary LLC, a Michigan limited liability company and wholly-owned subsidiary of Purchaser (“MergerSub”), pursuant to an Agreement and Plan of Merger dated as of April 15, 2024 (the “Plan ofMerger”), by and among Purchaser, Merger Sub and Company.

C.Purchaser,Merger Sub and Company are unwilling to expend the substantial time, effort and expense necessary to implement the Merger, including applyingfor and obtaining necessary approvals of regulatory authorities, unless all of the Principal Shareholdersenter into this Agreement.

D.EachPrincipal Shareholder believes it is in his or her best interest as wellas the best interest of Company for Purchaser and Company to consummate the Merger.

Agreements

In consideration of theforegoing premises, which are incorporated herein by this reference, and the covenants and agreements of the parties herein contained,and as an inducement to Purchaser and Company to enter into the Plan of Merger and to incur the expenses associated with the Merger, theparties hereto, intending to be legally bound, hereby agree as follows:

Section1. Definitions; Construction.All terms that are capitalized and used herein (and are not otherwise specifically defined herein) shall be used in this Agreement asdefined in the Plan of Merger. The parties hereby incorporate by this reference the principles of construction set forth in Section8.2of the Plan of Merger.

Section2. Representationsand Warranties. Each Principal Shareholder represents and warrants that as of the date hereof, he or she (a) owns beneficially andof record the number of shares of Company Common Stock as is set forth opposite such Principal Shareholder’s name on the signaturepage attached hereto; (b) has the sole, or joint with any other Principal Shareholder, voting power with respect to such shares of CompanyCommon Stock; and (c) has all necessary

power and authority to enter into this Agreement and further represents and warrants that thisAgreement is the legal, valid and binding agreement of such Principal Shareholder, and is enforceable against such Principal Shareholderin accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other Laws affectingcreditors’ rights generally and subject to general principles of equity.

Section3. Voting Agreement.Each Principal Shareholder hereby agrees that at any meeting of the Company Shareholders however called, and in any action by writtenconsent of the Company Shareholders, such Principal Shareholder shall vote, or cause to be voted, all shares of Company Common Stock nowor at any time hereafter owned or solely controlled by him or her at the time of such meeting of the Company Shareholders (a) in favorof the Merger and the other transactions contemplated by the Plan of Merger; (b) against any Company Takeover Proposal involving any partyother than Purchaser or an Affiliate of Purchaser; and (c) against any action or agreement that would reasonably be expected to resultin a material breach of any covenant, representation or warranty or any other obligation of Company under the Plan of Merger.

Section4. Additional Covenants.Except as required by law, each Principal Shareholder agrees that he or she will (a) not, and will not permit any of his or her Affiliatesprior to the Effective Time to, sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwisedisposed of, any Company Common Stock owned of record or beneficially by such Principal Shareholder, whether such shares of Company CommonStock are owned of record or beneficially by such Principal Shareholder on the date of this Agreement or are subsequently acquired byany method, except: (i)for transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (ii)a transfer for estate and tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms ofthis Agreement; (iii)with the prior written consent of Purchaser (which consent shall not be unreasonably withheld), for any sales,assignments, transfers or other dispositions necessitated by hardship; or (iv)as Purchaser may otherwise agree in writing; (b) notvote or execute any written consent to rescind or amend in any manner any prior vote or written consent to approve or adopt the Plan ofMerger or any of the other transactions contemplated thereby; (c) use his or her best efforts to cause any necessary meeting of the CompanyShareholder to be duly called and held, or any necessary consent of shareholders to be obtained, for the purpose of approving or adoptingthe Plan of Merger and the transactions contemplated thereby; (d) cause any of his or her Affiliates to cooperate fully with Purchaserin connection with the Plan of Merger and the transactions contemplated thereby; and (e) execute and deliver such additional instrumentsand documents and take such further action as may be reasonably necessary to effectuate and comply with his or her respective obligationsunder this Agreement.

Section5. No Economic Benefit.Nothing contained in this Agreement shall be deemed to vest in Purchaser any direct or indirect ownership or incidence of ownership ofor with respect to any of the Company Common Stock. All rights, ownership and economic benefits of and relating to the Company CommonStock shall remain and belong to the applicable shareholder and Purchaser shall have no power or authority to direct any shareholder inthe voting of any of the Company Common Stock or the performance by any shareholder of its duties or responsibilities as a shareholderof Company, except as otherwise provided herein. For the avoidance of doubt, this is a voting and support agreement only, and is not tobe interpreted as a written consent to the Merger or as granting Purchaser a proxy to vote the Company Common Stock subject to this Agreement.

Section6. Termination.Notwithstanding any other provision of this Agreement, this Agreement shall automatically terminate on the earlier of (a)the dateof termination of the Plan of Merger as set forth in Article7 thereof, as such termination provisions may be amended byPurchaser, Merger Sub and Company from time to time; (b)the favorable vote of the Company Shareholders with respect to approvalof the Plan Merger; (c) the date, if any, on which Company publicly discloses that the Company Board of Directors has determined, inaccordance with Section 5.3.5 of the Plan of Merger to make a Company Adverse Recommendation Change; or (d) April 15, 2025.

Section7. Amendment and Modification.This Agreement may be amended, modified or supplemented at any time by the written approval of such amendment, modification or supplementby Company, Purchaser and all of the Principal Shareholders.

Section8. Entire Agreement.This Agreement evidences the entire agreement among the parties hereto with respect to the matters provided for herein and there are noagreements, representations or warranties with respect to the matters provided for herein other than those set forth herein and in thePlan of Merger and any written agreements related thereto. Except for the Plan of Merger, this Agreement supersedes any agreements amongany of Company, the Company Shareholders or Purchaser concerning the acquisition, disposition or control of any Company Common Stock.

Section9. Absence of Control.Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that Purchaser by reason of thisAgreement shall not be deemed (until consummation of the Merger and the other transactions contemplated by the Plan of Merger) to control,directly or indirectly, Company and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence overthe management or policies of Company.

Section10. Informed Action. Each PrincipalShareholder acknowledges that he or she has had an opportunity to be advised by counsel of his or her choosing with regard to this Agreementand the transactions and consequences contemplated hereby. Each Principal Shareholder further acknowledges that he or she has receiveda copy of the Plan of Merger and is familiar with its terms.

Section11. Severability. If any term, provision,covenant, or restriction contained in this Agreement is held by a final and unappealable Order of a court of competent jurisdiction tobe invalid, void, or unenforceable, then the remainder of the terms, provisions, covenants, and restrictions contained in this Agreementshall remain in full force and effect, and shall in no way be affected, impaired, or invalidated unless the effect would be to cause thisAgreement to not achieve its essential purposes.

Section12. Counterparts. This Agreementmay be executed in one or more counterparts, which taken together shall constitute one and the same instrument. Executed counterpartsof this Agreement shall be deemed to have been fully delivered and shall become legally binding if and when executed signature pages arereceived by electronic mail transmission from a party (including by facsimile, portable data file (pdf) or other electronic signature,including DocuSign).

Section13. Governing Law; Jurisdiction.This Agreement shall be governed, construed, and enforced accordance with the Laws of the State of Michigan, without regard to principlesof conflicts of Laws. Each of the parties to this Agreement irrevocably and unconditionally submits, for itself and its property, tothe exclusive jurisdiction of the state and federal courts of the State of Michigan, and any appellate courts from any thereof, in anyAction or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, or for recognitionor enforcement of any judgment, and agrees that all claims in respect of any such Action or proceeding shall be heard and determinedin such Michigan court or, to the extent permitted by Law, in such federal court.

Section14. Succession and Assignment. ThisAgreement will be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approvalof, in the case of assignment by Company or any Principal Shareholder, Purchaser, and, in the case of assignment by Purchaser, Company.

Section15. Directors’ Duties. Theparties hereto acknowledge that each Principal Shareholder is entering into this Agreement solely in his or her capacity as a CompanyShareholder and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construedto require any Principal Shareholder, in his or her capacity as a director of Company and/or Macatawa Bank, as applicable, to act or fail toact in accordance with his or her fiduciary duties in such director capacity. Furthermore, no Principal Shareholder makes any agreementor understanding herein in his or her capacity as a director of Company and/or Macatawa Bank. For the avoidance of doubt, nothing in this Section15 shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders hereunder to vote the shares ownedby him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.

Section16. WAIVER OF JURY TRIAL. EACH OFTHE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONOR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS VOTING AND SUPPORT AGREEMENT OR THE TRANSACTIONSCONTEMPLATED BY THIS VOTING AND SUPPORT AGREEMENT.

[TheRemainder of this Page Is Left Intentionally Blank]

[SignaturePage Follows]

InWitness Whereof, the parties hereto have executed this Agreement individually, or have caused this Agreement to be executedby their respective officers, on the day and year first written above.

[Signature Page toVoting and Support Agreement]

[Signature Page of Voting and Support AgreementContinued]

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

April 15, 2024

FOR MORE INFORMATION CONTACT:

Timothy S. Crane, President and CEO – Wintrust FinancialCorporation, (847) 939-9000

David A. Dykstra, Vice Chair and COO – Wintrust FinancialCorporation, (847) 939-9000

Richard L. Postma, Chairman – Macatawa Bank Corporation,(616) 392-1517

Wintrust Website address: www.wintrust.com

Macatawa Website address: www.macatawabank.com

WINTRUST FINANCIAL CORPORATION AND MACATAWABANK
CORPORATION ANNOUNCE PLANS TO MERGE

ROSEMONT, IL& HOLLAND, MI – Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) and Macatawa Bank Corporation (“Macatawa”)(Nasdaq: MCBC) today jointly announced that they have entered into a definitive merger agreement for Wintrust to acquire Macatawa in anall-stock transaction. Macatawa is the parent company of Macatawa Bank, a Michigan state-chartered bank, which is headquartered in Holland,Michigan and operates a network of 26 full-service branches located throughout communities in Kent, Ottawa and northern Allegan counties,including Grand Rapids.

Founded in1997, Macatawa has an exemplary history of serving its communities. As of December 31, 2023, it had approximately $2.7 billion in assets,$2.4 billion in deposits and $1.3 billion in loans. Macatawa’s approach to customer service is similar to that at each of the fifteenWintrust Community Banks and their more than 170 banking locations. Like Wintrust, Macatawa prides itself on delivering outstanding serviceto both consumer and commercial clients.

Timothy S.Crane, President and CEO of Wintrust, said, “Macatawa provides an ideal platform to expand into West Michigan with a very solidbank. The bank has a strong core deposit base, exceptional asset quality, a client focused culture, and a committed leadership team. Together,we will be a formidable, community-minded competitor to the other banks in the area. We look forward to the combined synergies that ourtwo firms can realize while providing Macatawa’s customers with an expanded array of products and services.”

Richard L.Postma, Chairman of the Board of Macatawa, said, “Wintrust provides Macatawa with the ability to retain and enhance its uniquelypersonalized consumer and commercial community presence in the West Michigan area by retaining the Macatawa Bank name, its key employees,branches, and a legally constituted community bank board, as a separately chartered bank. We anticipate a seamless transition to becomingthe 16^th successful community bank subsidiary of Wintrust, and the only subsidiary located within the State of Michigan. Weare confident that this transaction, which combines similar cultures and operating philosophies, will result in a continued communitybank that offers all the enhanced services, products and technology of Wintrust to meet the evolving banking needs of our customers.”

Jon W. Swets,President and CEO of Macatawa, stated, “This transaction brings together two companies that share a core community banking philosophy.Wintrust’s track record of serving families, individuals and businesses with exemplary products and services make it an attractivepartner. This partnership offers our customers, employees and communities the long-term benefits that being part of a successful, growingand caring organization brings.” Mr. Swets emphasized that joining forces with Wintrust, “allows us to continue focusing onserving our customers and growing our presence by providing our customers with access to a wider range of products, services and resources.We see many advantages for our customers and shareholders, and we look forward to joining the Wintrust family.”

Terms of the Transaction

Subject topossible adjustment as provided in the merger agreement, the aggregate purchase price to Macatawa shareholders is currently estimatedto be approximately $510.3 million, or $14.85 per share. In the transaction, each share of Macatawa common stock outstanding will be convertedinto the right to receive merger consideration paid in shares of Wintrust common stock based on Wintrust’s average trading priceat closing determined in accordance with the merger agreement.

The transactionis subject to approval by banking regulators, approval of Macatawa’s shareholders and other customary closing conditions. The transactionis expected to close in the second half of 2024 and is not expected to have a material effect on Wintrust’s 2024 earnings per share.

Advisors

Morgan Stanley& Co. LLC acted as financial advisor and Warner Norcross + Judd LLP acted as legal advisor to Macatawa in the transaction. ArentFoxSchiff LLP served as legal advisor to Wintrust.

About Wintrust

Wintrust isa financial holding company with assets of approximately $57 billion whose common stock is traded on the NASDAQ Global Select Market.Built on the "HAVE IT ALL" model, Wintrust offers sophisticated technology and resources of a large bank while focusing on providingservice-based community banking to each and every customer. Wintrust operates fifteen community bank subsidiaries, with over 170 bankinglocations located in the greater Chicago and southern Wisconsin market areas. Additionally, Wintrust operates various non-bank businessunits including business units which provide commercial and life insurance premium financing in the United States, a premium finance companyoperating in Canada, a company providing short-term accounts receivable financing and value-added out-sourced administrative servicesto the temporary staffing services industry, a business unit engaging primarily in the origination and purchase of residential mortgagesfor sale into the secondary market throughout the United States, and companies providing wealth management services and qualified intermediaryservices for tax-deferred exchanges.

About Macatawa

Headquarteredin Holland, Michigan, Macatawa Bank offers a full range of banking, retail and commercial lending, wealth management and ecommerce servicesto individuals, businesses and governmental entities from a network of 26 full-service branches located throughout communities in Kent,Ottawa and northern Allegan counties. The bank is recognized for its local management team and decision making, along with providing customersexcellent service, a rewarding experience and superior financial products. Macatawa Bank has been recognized for thirteen years as oneof “West Michigan’s 101 Best and Brightest Companies to Work For”.

Forward-Looking Statements

This communicationcontains forward-looking statements within the meaning of the federal securities laws relating to the proposed acquisition of Macatawaby Wintrust and integration of Macatawa with Wintrust, the combination of their businesses and projected revenue, as well as profitabilityand earnings outlook. All statements other than statements of historical fact are statements that could be deemed forward-looking statements,including all statements regarding the

intent, belief or current expectations of Wintrust and Macatawa and members of their respectivesenior management teams. Investors and security holders are cautioned that such statements are predictions, are not guarantees of futureperformance and actual events or results may differ materially. Completion of the acquisition, expected financial results or other plansare subject to a number of risks and uncertainties.

Additionalrisks and uncertainties may include, but are not limited to, the risk that expected cost savings, revenue synergies and other financialbenefits from the proposed merger may not be realized or take longer than expected to realize, the failure to obtain required regulatoryor shareholder approvals for the proposed merger, the failure of the closing conditions in the merger agreement to be satisfied or anyunexpected delay in closing the merger transaction.

Further informationregarding additional factors that could cause results to differ materially from those contained in the forward-looking statements, see“Risk Factors” and the forward-looking statement disclosure contained in the Annual Report on Form 10-K for the most recentlyended fiscal year of each of Wintrust and Macatawa, as well as the proxy statement/prospectus described below, and other documents subsequentlyfiled by Wintrust or Macatawa with the Securities and Exchange Commission. Forward-looking statements are based on information currentlyavailable to Wintrust and Macatawa, and the parties assume no obligation and disclaim any intent to update any such forward-looking statements.

Important Information for Investorsand Security Holders

This communicationis being made in respect of the proposed merger transaction involving Wintrust and Macatawa. This communication is for informational purposesonly and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy Wintrust’s or Macatawa’ssecurities or the solicitation of any vote or approval.

The proposedmerger transaction will be submitted to the shareholders of Macatawa for their consideration. In connection therewith, the parties intendto file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Registration Statement onForm S-4, which will include the proxy statement of Macatawa that constitutes a prospectus of Wintrust (the “proxy statement/prospectus”).However, such materials are not currently available. The proxy statement/prospectus will be mailed to the shareholders of Macatawa whenavailable. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY

HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUSREGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHENTHEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WINTRUST, MACATAWA, THE PROPOSED TRANSACTION AND RELATED MATTERS.Investors and security holders may obtain free copies of the proxy statement/prospectus, any amendments or supplements thereto and otherdocuments containing important information about Wintrust and Macatawa and/or the proposed transaction, once such documents are filedwith the SEC, at the SEC’s website at www.sec.gov. In addition, copies of the documents filed with the SEC by Wintrust, includingthe proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus, will be availablefree of charge on the Wintrust’s website at www.wintrust.com under the heading “Investor Relations” and then under thelink “Documents” or by contacting David A. Dykstra, Vice Chair and Chief Operating Officer at (847) 939-9000. Copies of thedocuments filed with the SEC by Macatawa, including the proxy statement/prospectus and the SEC filings that will be incorporated by referencein the proxy statement/prospectus, will be available free of charge on Macatawa’s website at www.macatawabank.com under the heading“Investor Relations” or by contacting Bryan Barker, Chief Financial Officer at (616) 494-1448.

Participants in the Solicitation

Wintrust, Macatawaand certain of their respective directors, executive officers and other members of management and employees may be deemed to be participantsin the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers ofWintrust is set forth in its proxy statement for its 2024 annual meeting of shareholders, which was filed with the SEC on April 4, 2024,its annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and insubsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Information aboutthe directors and executive officers of Macatawa is set forth in its proxy statement for its 2023 annual meeting of shareholders, whichwas filed with the SEC on March 17, 2023, its annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filedwith the SEC on February 15, 2024, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from thesources indicated above. Additional information regarding the participants in the proxy solicitation, including a description of theirdirect and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevantmaterials to be filed with the SEC.

# # #

EXHIBIT 99.3

Wintrust Financial Corporation Acquisition of Macatawa Bank Corporation: Strategic Expansion Into West Michigan With a High - Performing Banking Platform April 15, 2024

2 Forward Looking Statements This communication contains forward - looking statements within the meaning of the federal securities laws relating to the propose d acquisition of Macatawa Bank Corporation (“Macatawa”) by Wintrust Financial Corporation (“Wintrust”) and integration of Macatawa with Wintrust, the combin ati on of their businesses and projected revenue, as well as profitability and earnings outlook. All statements other than statements of historical fact are st atements that could be deemed forward - looking statements, including all statements regarding the intent, belief or current expectations of Wintrust and Macatawa an d m embers of their respective senior management teams. Investors and security holders are cautioned that such statements are predictions, are not guarantees of f utu re performance and actual events or results may differ materially. Completion of the acquisition, expected financial results or other plans are subject to a numb er of risks and uncertainties. Additional risks and uncertainties may include, but are not limited to, the risk that expected cost savings, revenue synergie s a nd other financial benefits from the proposed merger may not be realized or take longer than expected to realize, the failure to obtain required regulatory or sha reh older approvals for the proposed merger, the failure of the closing conditions in the merger agreement to be satisfied or any unexpected delay in closing the mer ger transaction. Further information regarding additional factors that could cause results to differ materially from those contained in the fo rwa rd - looking statements, see “Risk Factors” and the forward - looking statement disclosure contained in the Annual Report on Form 10 - K for the most recently ended fi scal year of each of Wintrust and Macatawa, as well as the proxy statement/prospectus described below, and other documents subsequently filed by Wintrust or Ma cat awa with the Securities and Exchange Commission. Forward - looking statements are based on information currently available to Wintrust and Macatawa, and the p arties assume no obligation and disclaim any intent to update any such forward - looking statements.

x Macatawa is a high - performing commercially - focused community bank that can be leveraged to drive future Wintrust growth into complementary Michigan markets x History of robust financial returns; Macatawa currently operates at a 1.60% ROAA (2023Y) x Macatawa to maintain, like other Wintrust subsidiaries, a community banking model, its charter, name, and brand to actively best serve all stakeholders Utilize High - Performing Macatawa Platform for Future Growth in Michigan x Expands Wintrust’s Midwest geographic presence into economically attractive contiguous West Michigan markets x Overlays Wintrust’s unique community bank operating model with Macatawa’s significant scarcity value in the Grand Rapids MSA as one of the largest locally - headquartered banks x Continue to capitalize on favorable underlying economic trends and expected growth profile in West Michigan Expansion into Economically Attractive Greater Grand Rapids and West Michigan Markets x Conservative credit philosophy and pristine asset quality with NCOs < 0.0% (Q4’23) x Wintrust has significant alignment with the culture and management of Macatawa with a focus on customers, communities and employees x Expected efficient integration leveraging Wintrust’s proven acquisition expertise Low Execution Risk Driven by Pristine Asset Quality, Consistent Operating Cultures and Wintrust’s Proven Acquisition Expertise x Significant potential benefit from deployment of Macatawa’s large levels of excess liquidity and capital x Macatawa has a 55% Loan / Deposit ratio and 17.7% CET1 Ratio x Strong asset - liability position with short duration loan and securities portfolios; asset sensitive balance sheet benefitting from higher rates Ability to Leverage Macatawa’s Significant Excess Capital and Liquidity x Strong low - cost and granular core deposit base with 1.35% cost of deposits and 87% non - time deposit composition (Q4’23) x Commercial - focus with strong ties to the local business community; 82% total commercial loan composition x Additive wealth/trust business with $1.2Bn of assets under administration (AUA) x Integrates Wintrust’s differentiated model, product suite and infrastructure with Macatawa’s platform and customer base Macatawa’s Leading Community Banking Franchise will Benefit from Wintrust’s Resources 3 Transaction Highlights

Non - Interest Bearing 27% Interest Bearing Demand 26% Savings & Money Market 34% CDs 13% C&I 38% Real Estate - Mortgage 36% Real Estate - Construction 8% Residential Mortgage 14% Consumer 4% A High - Performing West Michigan Commercially - Focused Community Bank with a Strong Core Deposit Franchise, Significant Excess Capital & Liquidity, and Pristine Asset Quality Overview of Macatawa Bank Key Franchise Highlights Financial Summary Loan & Deposit Composition 4 Overview of Macatawa Bank Corporation (As of Q4’23) $2.7Bn Total Assets $2.4Bn Total Deposits Holland, Michigan Headquarters Richard Postma Chairman of the Board Jon Swets President and Chief Executive Officer MCBC (NASDAQ - Listed) Ticker 1997 Year Founded 26 Full - Service Retail Branches Branches $1.2Bn Wealth Assets Under Administration Source: SNL Financial, Company Filings Loan Composition (As of Q4’23, %) Deposit Composition Loans: $1.3Bn Yield on Loans (Q4’23): 5.7% Deposits: $2.4Bn Cost of Deposits (Q4’23): 1.35% Attractive Low Cost, Core Deposit Franchise 1 Strong Balance Sheet with Significant Excess Capital & Liquidity 2 Commercially - Focused Loan Portfolio with Pristine Credit Quality 3 Robust History of Financial Returns & Performance Metrics 4 Significant Scarcity Value in the Attractive Grand Rapids MSA 5 Wealth Business Contributing to Relationship Banking Model 6 Experienced Management Team Leading the Business Bank of West Michigan 7 Balance Sheet & Capital (As of Q4'23, %) 47 Cash & Securities / Assets 55 Loan / Deposit Ratio 87 Non - Time Deposit Composition 10.4 TCE / TA 17.7 CET1 Ratio (0.01) NCOs / Avg. Loans 1.30 Reserves / Loans Profitability (2023Y, %) 1.60 ROAA 16.4 ROATCE 3.36 NIM 49 Efficiency Ratio 17 Fee Income Ratio (As of Q4’23, %)

Macatawa vs. Bank Industry (1) Bank Industry (1) Median Top Quartile Macatawa x + 2.10% 1.58% 1.35% Cost of Deposits (Q4’23) x + 85% 87% 87% Non - Time Deposit Composition x + 38% 29% 25% Cycle - to - Date Deposit Beta (2) x + 85% 78% 55% Loan / Deposit Ratio x + 4% 6% 16% Cash / Assets x + 11.7% 13.2% 17.7% CET1 Ratio x + 23% 33% 38% C&I Loan Composition x + 0.15% 0.08% (0.01)% NCOs / Avg. Loans (Q4’23) x + 1.18% 1.30% 1.30% Reserves / Total Loans x + 1.06% 1.22% 1.60% ROAA (’23Y) x 14.4% 18.2% 16.4% ROATCE (’23Y) x 3.30% 3.54% 3.36% NIM (’23Y) x + 55% 51% 49% Efficiency Ratio (’23Y) x + 2.4% (4) 3.0% (3) Population Growth 5 - Year Projection x + $75.9k (4) $80.9k (3) Median Household Income x + 3.9% (4) 3.1% (3) Current Unemployment Rate x 33% 66% 42% AUA / Assets x 17% 23% 17% Fee Income Ratio (’23Y) 5 Macatawa Bank: A Leading Franchise Across All Key Attributes Source: SNL Financial, Company Filings; financial data as of 12/31/2023 Notes: 1. Bank industry represents KRX regional bank index 2. Cycle to date beta represents deposit beta measured relative to 525 bps change in Fed Funds as of Q4’23 since the beginning o f t he rate hiking cycle as of Q4’21 3. Macatawa’s metrics represent weighted average franchise information using demographic and economic data by county (Ottawa, Ke nt and Allegan counties) and amount of Macatawa’s deposits per county 4. Bank industry represents U.S. national average x + x Above Bank Industry Top Quartile Above Bank Industry Median Deposit Franchise Balance Sheet & Capital Loans & Asset Quality Financial Performance Markets & Demographics Wealth & Fee Income

Rank Local Deposits / (Overall) Rank (3) Deposits Branches Branch (#) (#) Company ($Bn) (#) ($MM) 1 - Huntington 5.7 36 157 2 - Fifth Third 5.6 36 155 3 - Northpointe Bancshares (4) 3.0 1 3037 4 - JPMorgan Chase 3.0 23 129 5 1 Macatawa Bank 2.2 24 91 6 2 Mercantile Bank 2.1 13 159 7 3 Independent Bank 1.4 18 77 8 - Bank of America 1.0 7 138 9 - PNC 0.8 13 63 10 4 West Michigan Community Bank 0.8 9 87 11 5 ChoiceOne 0.8 10 76 12 - Comerica 0.6 11 52 13 6 Grand River Commerce 0.4 2 223 14 7 United Bank Financial 0.4 9 47 15 8 HCB Financial 0.4 4 95 Market Total 29.9 255 117 3.1% 3.3% Macatawa Markets Midwest 3.0% 1.2% Macatawa Markets Midwest 9.6% 8.9% Macatawa Markets Midwest Illinois Michigan Indiana Wisconsin Ohio Madison Milwaukee Kenosha Racine Rockford Chicago Fort Wayne South Bend Grand Rapids Detroit Ann Arbor Cleveland Toledo Macatawa Bank’s Strong Presence in the West Michigan Market Significant Scarcity Value in Attractive Michigan Markets with Favorable Economic Trends 6 Pro Forma Wintrust Footprint and Expansion into Michigan Key Economic and Demographic Trends Grand Rapids MSA Deposit Market Share (1) Source: SNL Financial Notes: 1. Deposits per FDIC deposit information as of September 30, 2023 (sourced from SNL Financial) 2. Excludes three facilities with no deposits; 26 retail locations across both Grand Rapids and Holland MSAs 3. Local rank defined as independent traditional community banks with headquarters in Michigan 4. Primarily a mortgage bank with one branch in Grand Rapids; excluded from local bank ranking 5. Macatawa’s metrics represent weighted average franchise information using demographic and economic data by county (Ottawa, Ke nt and Allegan counties) and amount of Macatawa’s deposits per county 6. Midwest states include Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Da kot a, and Wisconsin, and metrics reflective of deposit concentration in each state Projected Population Growth (2024 – 2029E) Projected Household Income Growth (2024 – 2029E) Current Unemployment Rate (February 2024) WTFC: 177 Branches MCBC: 26 Branches (6) (6) (6) (2) (5) (5) (5) Macatawa Deposit Market Share Local Deposits Branches Rank Rank MSA ($MM) (#) (#) (#) Grand Rapids 2,189 24 5 1 Holland 141 2 5 1 Macatawa 2,330 26 - 1 (1) (2) (3)

Notes: 1. Market data as of April 15, 2024 7 Key Transaction Terms • Consideration Mix – 100% WTFC common stock • Exchange Ratio – Floating exchange ratio with a symmetrical collar of ̃ $12.00 per WTFC share price at signing (as set forth in the merger agreement); fixed exchange ratio outside of collar band • Transaction Value – Approximately $510.3MM deal value, or $14.85 per share (1) • Transaction Value / 2025E Consensus EPS – 11.6x • Pro Forma Ownership – Wintrust: 92% / Macatawa: 8% (1) • Earnings per Share – Expected minimal impact in 2024; expected to be accretive in first year excluding integration expenses • Capital Ratios – Expected slight increase on a pro forma basis at close • Bank Charter – Macatawa to be a separately chartered bank subsidiary of Wintrust Financial Corporation • Macatawa Name and Brand – Operate with the Macatawa name and brand in Michigan • Integration – Expected efficient integration leveraging Wintrust’s proven acquisition expertise • Closing – Estimated 2H’2024 • Wintrust Board – Richard Postma, current Chairman of Macatawa Bank Corporation, expected to join the Wintrust Financial Corporation Board of Directors • Macatawa Bank Board – A number of current Macatawa Directors expected to continue to serve on Macatawa Bank Board • Management – Macatawa Bank to continue to be led by talented management team within Michigan markets • Community – Continue to support Macatawa communities in a consistent manner on go forward basis Cost Savings Consideration & Deal Value Integration Estimated Transaction Impacts to Wintrust Board, Management, and Employees

8 Key Takeaways Low Execution Risk Driven by Pristine Asset Quality, Consistent Operating Cultures and Wintrust’s Proven Acquisition Expertise Utilize High - Performing Macatawa Platform for Future Growth in Michigan Expansion into Economically Attractive Greater Grand Rapids and West Michigan Markets Ability to Leverage Macatawa’s Significant Excess Capital and Liquidity Macatawa’s Leading Community Banking Franchise will Benefit from Wintrust’s Resources

9 Important Information for Investors and Security Holders and Participants in the Solicitation Important Information for Investors and Security Holders This communication is being made in respect of the proposed merger transaction involving Wintrust and Macatawa. This communi cat ion is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy Wintrust ’s or Macatawa’s securities or the solicitation of any vote or approval. The proposed merger transaction will be submitted to the shareholders of Macatawa for their consideration. In connection the rew ith, the parties intend to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Registration Statement on Form S - 4, whic h will include the proxy statement of Macatawa that constitutes a prospectus of Wintrust (the “proxy statement/prospectus”). However, such materials are not currently available. The proxy statement/prospectus will be mailed to the shareholders of Macatawa when available. BEFORE MAKING ANY VOTING OR INVEST MEN T DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WINTRUST, MACATAWA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about Wintru st and Macatawa and/or the proposed transaction, once such documents are filed with the SEC, at the SEC’s website at www.sec.gov. In addition, copies o f t he documents filed with the SEC by Wintrust, including the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy st atement/prospectus, will be available free of charge on the Wintrust’s website at www.wintrust.com under the heading “Investor Relations” and then under the link “Documents” or by contacting David A. Dykstra, Vice Chair and Chief Operating Officer at (847) 939 - 9000. Copies of the documents filed with the S EC by Macatawa, including the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus, will be available free of charge on Macatawa’s website at www.macatawabank.com under the heading “Investor Relations” or by contacting Bryan Barker, Chief Financ ial Officer at (616) 494 - 1448. Participants in the Solicitation Wintrust, Macatawa and certain of their respective directors, executive officers and other members of management and employee s m ay be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and ex ecutive officers of Wintrust is set forth in its proxy statement for its 2024 annual meeting of shareholders, which was filed with the SEC on April 4, 2024, its annual re port on Form 10 - K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and in subsequent documents filed with the SEC, e ach of which can be obtained free of charge from the sources indicated above. Information about the directors and executive officers of Macatawa is set f ort h in its proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on March 17, 2023, its annual report on Form 10 - K for the fiscal ye ar ended December 31, 2023, which was filed with the SEC on February 15, 2024, and in subsequent documents filed with the SEC, each of which can be obtai ned free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation, including a descriptio n o f their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed wit h the SEC.

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