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2 X106264 obligations and contracts of SSB, matured or unmatured, whether accrued, absolute, contingent or otherwise and whether or not reflected or reserved against on balance sheets, and books of account or records of SSB, shall be those of the Surviving Bank and shall not be released or impaired by the Merger. All rights of creditors and other obligees and all liens on property of SSB shall be preserved unimpaired. 2.3) Effect of Merger on UB Shares. Each share of UB Common Stock and all other equity instruments of UB issued and outstanding immediately prior to the Effective Time will, on and after the Effective Time, continue unchanged and shall evidence ownership of such shares of the Surviving Bank. 2.4) Effect of Merger on SSB Shares. Each share of common stock of SSB issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be cancelled, extinguished and converted into the right to receive Merger Consideration as provided in the Agreement and Plan of Merger dated as of December 31, 2020 to which UB, SSB and Wishek Bancorporation, Inc., a North Dakota corporation, among others, are parties. ARTICLE 3. ORGANIZATION OF THE SURVIVING BANK 3.1) Articles of Incorporation of the Surviving Bank. The Articles of Incorporation of UB in effect immediately prior to the Effective Time shall become the Articles of Incorporation of the Surviving Bank. After the Effective Time, the Articles of Incorporation of the Surviving Bank may be amended in accordance with its terms and as provided by law. 3.2) Bylaws of the Surviving Bank. The Bylaws of UB in effect immediately prior to the Effective Time shall become the Bylaws of the Surviving Bank, and thereafter may be amended in accordance with their terms and as provided by law. 3.3) Board of Directors of the Surviving Bank. At the Effective Time and continuing thereafter, the persons who shall be the members of the Board of Directors of the Surviving Bank shall be the persons who are the directors of UB immediately prior to the Effective Time, until such Board may be changed or reconstituted as provided by the Articles of Incorporation or Bylaws of the Surviving Bank, or by law. 3.4) Officers of the Surviving Bank. At the Effective Time and continuing thereafter, the persons who shall serve as the officers of the Surviving Bank shall be the persons who are the officers of UB immediately prior to the Effective Time, until such officers may be changed as provided by the Articles of Incorporation or Bylaws of the Surviving Bank, or by law. This document may be executed in one or more counterparts, each of which will be deemed an original for all purposes, and together will constitute one and the same document. A facsimile or electronic copy of a signature shall be as binding as an original signature. ***Signature Page to Agreement and Plan of Merger Follows*** 2 DOCS43856968-v41