Free ASSET Exam dumps and VCE mock exam

Being prepared for ASSET exam is very easy if you apply at killexams.com and download ASSET Exam Questions files in your smartphone or iPad or laptop, Install ASSET VCE exam simulator in your computer and go out for at least 24 hours break. Take your time to study ASSET Exam Questions. Practice with VCE exam simulator and give it a try in real ASSET exam. You will please to see that all real ASSET questions come from these dump.

Exam Code: ASSET Practice exam 2022 by Killexams.com team
Short Placement Tests Developed by ACT
Admission-Tests Placement information source
Killexams : Admission-Tests Placement information source - BingNews https://killexams.com/pass4sure/exam-detail/ASSET Search results Killexams : Admission-Tests Placement information source - BingNews https://killexams.com/pass4sure/exam-detail/ASSET https://killexams.com/exam_list/Admission-Tests Killexams : Community Bulletin Board: Middlesex County: Aug. 10

Due to the national formula shortage, CASA (Court Appointed Special Advocates) of Middlesex County is holding a baby formula drive.

Those wishing to donate can drop off baby formula Mondays, Wednesdays and Fridays from 9:30 a.m. to 12:30 p.m.; or email Lauren Sikora at laurens@casaofmiddlesexcounty.org to make alternate arrangements. The office is located at 77 Church St., New Brunswick.

Those wishing to donate funds can visit casaofmiddlesexcounty.org/donate.

CASA of Middlesex County is non-profit dedicated to standing up for the needs of children living in foster care, advocating for these children through the work of trained volunteers who are assigned to a child or sibling group.

To learn more about becoming a volunteer at CASA of Middlesex County, visit casaofmiddlesexcounty.org, email info@casaofmidddlesexcounty.org, or call 732-246-4449.

The TV show American Pickers on the History Channel is planning to return to New Jersey this August.

Producers are looking for different, unusual and unique items; something with an extraordinary story.

Collectors interested in being considered for the show should call 646-493-2184 or email AmericanPickers@cineflix.com. Include full name, city/state, contact information, and a brief description of the collection. 

Pickers only pick private collections, so no stores, malls, flea markets, museums, auctions, businesses, or anything open to the public. 

American Pickers will follow all guidelines and protocols for safe filming outlined by the state in terms of COVID-19 guidelines.

For more information, visit www.facebook.com/GotAPick/

New Jersey Blood Services (NJBS), a division of New York Blood Center, which provides blood for local patients, is looking for a few good volunteers.

The blood drive volunteer is an integral member of our team whose tasks include assisting donors with registration and/or at the refreshment area. No medical background necessary. Volunteers should be outgoing to provide friendly customer service, be able to perform tasks as needed and must provide proof of COVID Vaccination prior to volunteering. Must have transportation. All training is provided including additional precautions for the safety of our team and blood donors. For additional information call or text Sharon Zetts, manager of NJBS Volunteer Services at 732-850-8906 from 9 a.m. to 4 p.m. Monday to Thursday.

To apply online as a blood drive volunteer, go to https://www.nybc.org/support-us/volunteer-nybc/volunteer-application/

Metuchen’s farmers market is held every Saturday from 9 a.m. to 2 p.m. through the Saturday before Thanksgiving, at the intersection of Pearl and New streets.

The Woodbridge farmers’ market is held from 9 a.m. to 1 p.m. in the Town Hall parking lot, 1 Main St., throughout the summer. There will be weekly surprise vendors, events and entertainment.

South Brunswick Township is currently recruiting for School Crossing Guards.

All positions are part time. All interested should apply through the township website at https://www.southbrunswicknj.gov/employment.

The Metuchen Auxiliary Police is seeking applicants.

Eligible applicants for these unpaid, volunteer positions must be U.S. citizen, age 18 or older, with a high school diploma or G.E.D. and valid New Jersey driver’s license.

Applicants must be in good physical condition, pass an interview and a criminal background check. The applicants should be Metuchen residents or live in a municipality near Metuchen that do not have auxiliary police.

Auxiliary Police augment the Metuchen Police Department; assist with traffic control, crowd control, road closures, and extra patrols in parks, school, and places of worship, public properties and during emergency or disaster situations.

If selected, applicants must attend the Middlesex County Auxiliary Police Academy from March to the end of May. The Auxiliary Police Academy classes are held from 6:30-10:30 p.m. on Tuesday’s, Thursday’s, some Wednesday’s and four Saturdays. Saturday classes are held from 8 a.m. to 4 p.m.

Applicants can print out an application by going to the following Metuchen_Auxiliary_Police_Application_02_05_2020.pdf (metuchennj.org)

Applications can be mailed to the below address:

Metuchen Police Department
C/O Metuchen Auxiliary Police – A/Lt. Angelo Donato, III
500 Main Street
Metuchen, NJ 08840

Applicants can also email the application to auxiliarypolice@metuchenpd.org. Any questions please contact the Auxiliary Police at 732-632-8123

The YMCA of Metuchen, Edison, Woodbridge & South Amboy announced registration is open for their preschool programming for children ages 3-5 located at the Metuchen YMCA branch, 65 High St. The program utilizes the Creative Curriculum, designed to foster social/emotional, physical, cognitive and language development and to enhance learning in literacy, math, science, social studies, the arts and technology.  Afterschool enrichment programs are being offered to provide academic support for students.

The program begins on Sept. 6. Preschool programming is offered until 4 p.m. with extended hours available. Swimming lessons will be included as part of the program. Registration is now open at ymcaofmewsa.org/childcare/metuchen-ymca-child-care.  Limited space available.

For more information, contact Gabriella St. Fleur at gabriella.stfleur@ymcaofmewsa.org or call 732-548-2044.

Middlesex County will hold a series of bike rodeos:

Aug. 13, East Brunswick

Sept. 17, New Brunswick

Oct. 12, North Brunswick

Dates subject to change based on weather.

For more information, call 732-387-1220.

To RSVP, visit https://bikerodeos2022.eventbrite.com

Middlesex County’s Plays-in-the-Park is returning to the stage this summer with performances of “Something Rotten!,” “The SpongeBob Musical” and “A Chorus Line” as part of Plays-in-the-Park’s 60th season.

Plays-In-The-Park will be held at 8 p.m. performance nights at the Stephen J. Capestro Theater at Roosevelt Park, 1 Pine Dr., Edison.

“A Chorus Line” is scheduled through Aug. 13. Exploring the inner lives and ambitions of professional Broadway gypsies, the show captures the spirit and tension of a Broadway chorus audition.

The Box Office opens at 5:30 p.m. each night and patrons are admitted to the seating area immediately after purchasing tickets. All shows start at 8 p.m. The box office closes at 8:30 p.m. each show night.

Bring a lawn chair.

Ticket price is $7 per adult, $5 per senior citizen 60 and over, and children 12 and younger enter for free.

In the case of inclement weather, save the ticket stub for use at another performance this season.

In partnership with Replenish, Middlesex County’s food distribution organization, Plays-in-the-Park will be collecting nutritious food for residents in need throughout the season. Bring a non-perishable food item when attending performances.

For more information, visit www.middlesexcountynj.gov/find-programs-and-resources/parks-and-recreation/plays-in-the-park/box-office-policies

The North Brunswick Board of Education has scheduled meetings at 7 p.m. at the Board Office, 25 Linwood Place, unless otherwise noted:

Regular public meetings are scheduled for Aug. 24, Sept. 28, Oct. 19 and Nov. 16.

Conference meeting Dec. 7 at Livingston Park Elementary, 1128 Livingston Ave.

Regular public meeting Dec. 21.

If any regular public meeting cannot be broadcast live, it will be taped.

For updated information, the meeting agendas and links to any recorded meetings, visit nbtschools.org

The Gallery at the Metuchen Library is featuring Watercolors by the Oak Tree Watercolor Group led by Ray Skibinski. The gallery opened July 1 and will run through Aug. 29 at the library at 480 Middlesex Ave. For more information visit www.metuchenlibrary.org.

The Edison Recreation Department has scheduled various programs for adults, teens and children throughout the summer.

  • Adult Recreation classes include badminton, ping pong, chess, line dancing, pickleball, tai chi and volleyball. Classes are held at the Minnie B. Veal Community Center, 1070 Grove Ave., and Thomas Jefferson Middle School, 450 Division St. The cost is $30 for residents, $60 for non-residents, and are free for Edison residents 65 years and older. 
  • Teen Recreation classes include chess, basketball drills and skills, design class, open-play volleyball, and open-court basketball. Classes are held at the Minnie B. Veal Community Center and Thomas Jefferson Middle School. The cost is $10 for residents and $20 for non-residents. 
  • Adult Spring Aerobics take place at Lincoln Elementary School on Tuesdays and Thursdays from 7-8 p.m., and at the Minnie B. Veal Community Center on Tuesdays and Fridays from 5:30-6:30 p.m. The cost is $50 for Edison residents, $100 for non-residents, and free for residents 65 years and older. 

For additional information or A.D.A. concerns, call the Recreation Office at 732-248-7310.

For detailed information, visit www.edisonnj.org/departments/recreation_department/.

The Monroe Township Farmers Market is open weekly through Thursday, September 15. The market, which takes place in the parking lot of the Monroe Township Public Library, 4 Municipal Plaza, will operate on Thursdays from 2-7 p.m.

The market will be held rain or shine. If the market is canceled or delayed, it will be posted on the library’s social media accounts and website at www.monroetwplibrary.org/market.

Jamaica Organization of New Jersey (JON-J) Celebrates Jamaica’s 60th Independence Anniversary, highlighting the Theme: Re-Igniting a Nation for Greatness and incorporating its 2022 theme: “Success through Synergy.”

JON-J held a gala in Edison on June 30 and will hold several upcoming flag-raising ceremonies.

Aug. 13 – 2 p.m. – the Statewide flag-raising takes place at the Plainfield City Hall, 515 Watchung Ave, Plainfield.

The statewide 60th Independence Celebration culminates with a Service of Thanksgiving on Aug. 14 at 4 p.m. at the Trinity Pentecostal Church of God, 550 E. 23rd St., Paterson.

The Barron Arts Center will feature Dolores Stewart: The Dramatization of American Culture through Aug. 12. The series exhibit began on July 1. It is part of the “Alternate Dimensions: Exploring the Unique Perspectives of New Jersey Sculptors.”

The Barron Arts Center is located at 582 Rahway Ave., Woodbridge. Gallery hours are Monday through Friday from 11 a.m. to 4 p.m. and the weekends from 2-4 p.m.

The exhibit is sponsored by the Woodbridge Township Cultural Arts Commission.

Monroe Township Music in the Park Summer 2022 Live Concert Series August dates. The concerts are held at 6 p.m. in the open grove gazebo on the lake at Thompson Park.

Aug. 11 – John Bianculli Group featuring Jackie Jones – American popular meets Latin Brazilian jazz.

The East Brunswick Public Library has summer studying challenges for three groups—kids, teens and adults—that encourage them to not only read, but to use other library resources and explore the community. By finishing these challenges, summer studying participants are eligible to win prizes.

Summer studying at East Brunswick Public Library runs through mid-August. A list of all summer studying events and programs can be found online at www.ebpl.org.

North Brunswick invites the public to Community Park, 2051 US 130, for Tunes at Twilight featuring Tempo Alegre at 6:30 p.m. Aug. 12.

Bring chairs for the evening of music, food and fun.

Our Lady of Lourdes Parish will hold an indoor yard sale from 9 a.m. to 2 p.m. from Aug. 12-13 at Our Lady of Lourdes School, 44 Cleveland Avenue, Milltown.

Old Bridge Township is holding Salt Water Day from 2-10 p.m. Aug. 13 at Laurence Harbor Beachfront.

The annual event will feature food, fireworks and live music from Radio Petty and All Revved. For more information visit www.oldbridge.com/recreation.

Woodbridge Center will be holding free fun events for kids during the month of August.

Aug. 17 – 2-3 p.m. lower-level near center court by The Children’s Place.

The Woodbridge Township Public Library and Woodbridge Garden Club, and Kidz Kuts will
be hosting a “Dried Flower Fun” event. Learn about local flowers and create a dried flower craft.

Aug. 20 – 10:30-11:30 a.m. lower-level center court near Forever 21 and Aldo.

KidsUnited has a state-of-the-art training facility inside Woodbridge Center featuring soccer, geared towards early development, teaching unique methods of physical, personal, intellectual, and social development for children ages 1.5 to 10.

The KidsUnited coaching staff will introduce our attendees to a small sampling of their
program. After stretching exercises, participants will partake in an inflatable indoor soccer
field. Kids who plan to attend are recommended to wear comfortable clothing and
sneakers.

Aug. 24 – 2-4 p.m. lower-level near center court by The Children’s Place.

The local Macaroni KID team will be hosting a fun “Macaroni” based event. Kids can stop
by and create their very own unique macaroni craft.

The www.woodbridge.macaronikid.com website is a resource for family activities, events,
news and information for the Woodbridge, Perth Amboy, Linden, and Carteret areas.

Bowery Art Collective is now accepting submissions for Pop Art Portraiture Exhibition. Opening reception is from 5-8 p.m. Aug. 18 at 335 Main St.

For more information visit boweryartcollective.com.

Indo-American Cultural Foundation of Central Jersey, IACFNJ will hold India’s 75th Independence Day celebration “Aazadi ka Amrit Mahotsav” Aug. 20 with cultural and patriotic dance performances and singing at Shree Swaminarayan Temple, 329 Culver Road, South Brunswick.

Local and state elected officials will be in attendance. The celebration will be held in the outdoor grounds of the temple.

For more information visit www.IACFNJ.org or e-mail at info@iacfnj.org or iacfnj@yahoo.com.

Join Kingston Greenways Association as they explore Heathcote Meadows from 6-7:30 p.m. Aug. 21.

The walk starts from the paved parking lot at the end of Monroe Court in South Brunswick. The trails are flat, but a hat, bug spray, water and closed-toed shoes are recommended to avoid hazards such as a brush with poison ivy. The walk is free, and all are welcome.

Community Programs has opened registration for free Adult School programs in East Brunswick. The school is offered under the auspices of the Middlesex County Adult Education Consortium. Programs available include evening High School Equivalency (HSE) Prep, evening English as a Second Language (ESL), as well as daytime and evening Citizenship classes. The Adult Basic Skills Program is funded by State and Federal grants through the State of New Jersey Department of Labor and Workforce Development and is provided as a community service by the East Brunswick Public School District.

Testing will begin the week of Aug. 22nd. Space is limited. Registration must be completed by Aug. 17. Potential students will be contacted via email after registration with your date and time for in-person testing. The testing email will include date, time, and location. Once testing has been completed, all tests will be graded, and placements will be made.

All HSE/ESL classes will be held Mondays through Wednesdays from 6-8:30 p.m. All Citizenship classes will be held on Mondays and Wednesdays from 10 a.m. to 12:30 p.m. or from 12:30-3 p.m., or two evenings per week from 6-8:30 p.m., depending on the student’s test score and placement.

Classes will begin Sept. 19.

Registration and more information can be found on the website www.ebnet.org/adultschool For questions regarding the testing and placement process, curriculum and program content information, email commprog@ebnet.org or call 732-613-6989.

For registration questions, email ebonlinepayments@ebnet.org or call 732-613-6674.

The East Brunswick Public Library, 2 Jean Walling Civic Center Dr., is hosting a craft supply swap at 6 p.m. Aug. 24.

Craft donations can be taken to the library’s Information Desk in bags or between August 18-23. Donations are limited to two bags or boxes. Suggested donation items include knitting needles, crochet hooks, fabric, drawing and painting supplies, scrapbook paper and more. All items should be clean, as well as in new or gently used condition. A complete list can be found online at www. https://tinyurl.com/ebcraftswap22.

At the exchange, anyone who donates supplies will be given a ticket for early admission to the swap from 6-7 p.m.. Everyone else can enter the swap at 7 p.m.

For additional information, email mhozik@ebpl.org.

The Metuchen Recreation Department will hold a Kids Fishing Derby from 9-11 a.m. Aug. 27 at Tommy’s Pond on Lake Avenue.

The Edison Recreation Department and Mayor Sam Joshi will present its first House Music In the Park Festival from noon to 8 p.m. Aug. 27 at Papaianni Park, 100 Municipal Blvd., Edison.

The free event will feature music by DJ Beloved, DJ Jihad Muhammad, DJ Mar Mar and MC Ras Anthony, food, vendors and a beer and wine garden.

The Metuchen Municipal Alliance Committee will host a candlelight vigil in memory of all who have died from a substance abuse disorder at 7 p.m. Aug. 31 in front of Borough Hall, 500 Main St.

The entire community is invited to come out in support of those who have lost loved ones to this disease and those who are presently fighting it. The theme of the event is “Breaking the Stigma.”

The vigil will include a speaker, whose recovery story offers hope. Local organizations and houses of worship will be represented. Addiction specialists, information and literature will be available at the conclusion of the event.

The New Jersey Central Jazz Festival 2022 is planned for Sept. 9–11: Flemington Sept. 9, New Brunswick and Metuchen Sept. 10, and Somerville April 11, 2023.

The plans for Metuchen currently begin at 6 p.m. Sept. 10 in Downtown Metuchen at New and Pearl streets.

The Borough of Sayreville will be hosting the 21st annual Memorial Service to remember victims of Sept. 11, 2001.

The Memorial Service will be held at 4:30 p.m. Sept. 11, rain or shine at the Sayreville Borough 9/11 Memorial in Burke’s Park, Washington Road.

Those wishing to attend are asked to arrive by 4 p.m. For more information,
contact the Municipal Clerk’s Office at 732-390-7021.

The Metuchen Downtown Alliance is sponsoring a Downtown Rumble Pro Wrestling from 5-7 p.m. on the Metuchen Town Plaza, 1 Pearl St., Sept. 17.

The 32nd annual St. James School’s Street Fair will be held at 9 a.m. Sept. 17 on Main Street in Woodbridge. The fair will include a 50/50 raffle, two stages with live performances, food trucks, snacks, crafters, vendors and a kid’s fun zone.

For vendor applications email stjamessf@gmail.com.

North Brunswick Humane Association (NBHA) is holding a dog walk-a-thon and adoption event between 11 a.m. to 3 p.m. Sept. 25 at North Brunswick Community Park, 2053 Route 130 South. Rain date Oct. 9.

The event will include music, food, games and prizes.

Pre-register on the NBHA website at www.NorthBrunswickHumane.org.

The Cornerstone Jazz Series at the Old Franklin Schoolhouse in Metuchen continues on Sunday afternoons in October and November; dates to be determined.

                

Kingston: On The Map will be on view through November from 10 a.m. to 4 p.m. Saturdays and Sundays in the History Room at the D&R Canal Locktender’s House, on old Lincoln Highway (off Route 27) in Kingston.

The village of Kingston has hosted colonial taverns, armies during the American Revolution, canal boats, railroad trains and travelers on the Lincoln Highway. One of the oldest settlements in central New Jersey, Kingston evolved with America over its 340-year history.  
The display uses journal entries and prints of a dozen historical maps to illustrate Kingston’s evolution, from settlement to commercial center to modern community. One map shows how Kingston moved between the colonies of east and west New Jersey. Another shows both Kingston and Princeton divided by county lines. Railroads appeared in the 19th century, disappearing by the 20th. The Delaware and Raritan Canal was built for commerce, but is now a recreation destination.

This display follows a talk by George Luck, Jr. and Charlie Dieterich, titled “Why is Kingston Here?” given this past February.

Air circulation is limited, so masks and distancing are requested.

For more information, visit www.khsnj.org/


The Kingston Historical Society is planning events, including a community walk on May 21 and a panel discussion later this spring. Details of future events and a video of the February talk are available on the organization’s website, www.khsnj.org/.  

 

Ongoing

Both the Kendall Park First Aid and Rescue Squad and the Monmouth Junction First Aid Squad in South Brunswick are seeking new volunteer members.

Anyone age 18 or older who wants to save lives should apply.

Free training will be provided.

Anyone interested should call 888-842-6060.

St. Paul Community Church in Milltown is collecting food for members of the community in need.

Donations can be brought to the church at 62 S. Main St., Milltown.

Call Kim at 732-828-0020 with any questions.

The Monroe Township Jewish War Veterans Post 609 is collecting United States and foreign stamps, both on and off envelopes. 

Stamps are used by veterans as a hobby and as therapy at VA medical centers nationwide.

The stamps are not traded or sold; they are forwarded to veteran patients at no charge.

Also requested are DVDs suitable for veterans at those locations.

Send all items to JWV Post 609, c/o Charles Koppelman, 6 Yarmouth Dr., Monroe Township 08831.

Central Jersey Chapter 148 of the Korean War Veterans extend an invitation to any veterans, regardless of the branch of service, who served during the Korean War from June 25, 1950, to July 27, 1953, in any location, including Europe; or who have served in Korea from July 27, 1953, to the current date.

Other veterans may join as associate members.

The group meets at 10 a.m. the second Wednesday of every month, from May to December, at the Monroe Township Municipal Building, 1 Municipal Plaza, in the court room.

Requirements for membership include paying dues of $25 to the Korean War Veterans Association and $10 to the chapter per year.

Korean War Veterans National LIFE membership is available for those 80 and older, and is $75.

The chapter is involved in various functions during the year, including fundraising to help veterans at the New Jersey State Veterans Memorial Home in Menlo Park, the Lyons campus of the VA New Jersey Health Care System, and the New Jersey Veterans Memorial Home at Vineland.

For more information, contact Charlie Koppelman at 609-655-3111 or KWVANJ@yahoo.com

To assist unemployed and underemployed county residents with their job search, Middlesex County’s One-Stop Career Centers within the Office of Career Opportunity are offering virtual career-related services.

 

In addition to accessing the One-Stop Career Centers for assistance with job searches, resume reviewing, career counseling, and career services for low-income residents, job seekers and underemployed residents are encouraged to sign up for SkillUp, a free online training portal with more than 5,500 courses focusing on business, project management, accounting, human resources, information technology, and customer service. To sign up, visit http://www.middlesexcountynj.gov/Government/Departments/BDE/Pages/SkillUp.aspx

 

The New Jersey Department of Labor and Workforce Development also recently launched Job Source, offering a variety of tools designed to help fuel a successful job search experience. Users can create a free account and get tips and templates for job search, resume writing, cover letters and many other free services.

 

State-run One-Stop Career Centers are currently only operating remotely, with career-related services available virtually and by telephone. A return date for appointment-only services at the state-run centers has not been determined.

 

For more information, contact the Office of Career Opportunity at 732-745-3970 or if interested in job training contact Middlesex County One-Stop Career Centers at 732-745-3955 (New Brunswick) and 732-293-0642 (Perth Amboy) to schedule an appointment.

More information can be found at www.middlesexcountynj.gov/Government/Departments/BDE/Pages/Office_Workforce.aspx

Middlesex County residents looking for local farmers, grocery stores or food pantries – as well as public transportation routes to get there – can obtain the interactive map-based Accessing Healthy Foods app.

Visit http://middlesexcountynj.gov/healthyfoodsmap

The Center for Therapy & Counseling Services is offering a Teen Girls Support Group.

This free group offers girls ages 13-17 a safe place to connect, share stories and be encouraging. The goal is to enhance self esteem, self confidence and communication skills.

Each group is led by trained facilitators.

Girls meet weekly at 7 p.m. Thursdays, virtually.

Registration is required by calling 732-254-0600.

Or, email info@centerfortherapy.net for more information.

The Center for Therapy & Counseling Services is located at 15 W. Prospect St., East Brunswick.

Big Brothers Big Sisters of Coastal & Northern New Jersey (BBBSCNNJ) is inviting Middlesex County residents to become a volunteer Big Brother or Big Sister to a local child.

BBBSCNNJ currently has 20 children on its Middlesex County waiting list, mostly boys.

BBBSCNNJ provides one-to-one mentoring for youth ages 6-18. Volunteer Big Brothers and Sisters spend quality time with their Littles each month, enjoying free or low-cost activities during which the child may learn new skills, explore new interests, or expand their experience beyond their family and neighborhood. 

There are no special skills required, and BBBSCNNJ’s experienced staff provides continual support.

To be matched with a Middlesex County child, apply at mentornj.org.

The Anshe Emeth Community Development Corp (AECDC) Central Jersey Diaper Bank is collecting baby clothing sizes newborn-2T, diapers and books.

Donations can be picked up if within Middlesex County. Volunteers from the Rutgers School of Nursing will arrive between 10 a.m. and noon on the day indicated.

At this time, no shoes, equipment, toys, etc. can be collected.

 

Saint Peter’s University Hospital in New Brunswick has launched the Substance Abuse and Addiction Loss Support Group for families who are coping with loss due to addiction.

The free and confidential support group meets virtually on the second Thursday of every month from 7-8:30 p.m.

Inspired by Saint Peter’s Opioid Task Force, the Substance Abuse and Addiction Loss Support Group is for families and close loved ones of people who have passed away from addiction.

The support group is open to everyone in New Jersey and serves as a safe space for families to discuss their grief.

To join the Substance Abuse and Addiction Loss Support Group, call Jeanne Delacruz, a social worker at Saint Peter’s who facilitates the support group, at 732-745-8522 or email jdanyus@saintpetersuh.com

Gain stability from an in-demand occupation; apply for a Women’s Center career training grant from Jewish Family Services of Middlesex County.

Qualified persons who are active members of the JFS Women’s Center must submit an application and attend an interview. Grants are available for short-term training programs for in-demand jobs.

Eligible candidates must qualify as a “displaced homemaker,” a woman who is a single mother, divorced, separated, widowed, or living with a disabled spouse/partner.

For more information or to schedule an appointment, email womenscenter@j fsmiddlesex.org

Central Jersey SCORE, a non-profit resource partner of the Small Business Administration, is looking for volunteers to assist people looking to start a business or grow an existing small business.

The organization is recruiting business owners and executives, both current and retired, who want to share their experience and knowledge with today’s up-and-coming entrepreneurs.

The Central Jersey Chapter of SCORE serves Middlesex, Somerset and Hunterdon counties.

Central Jersey SCORE provides in-person mentoring and webinars, both offered virtually in line with current pandemic restrictions. In addition, the SCORE website offers tools and templates on a wide variety of courses and numerous online courses and webinars to assist small business owners through every aspect of business development and management. Services are offered free of charge.

Anyone interested in volunteering with SCORE or seeking additional information should email marcia.glatman@scorevolunteer.org

Dove Hospice Services of New Jersey seeks compassionate volunteers to provide support to local hospice patients and their families.

Hospice patient care volunteers visit with patients in their homes, which can also be nursing facilities or assisted living facilities, at least once a week. They read to the patient, reminisce about their lives, play cards, help with letter writing and provide respite for caregivers.

Visits can be virtual, and are either during the day or early evening.

Volunteers may also assist with administrative work within the hospice office.

Patient care volunteers complete an application and attend a virtual volunteer training program that covers the role of a hospice volunteer. Day and evening virtual training programs are offered.

To sign up for the next virtual training class, contact Volunteer Coordinator Deborah Adams at 732-405-3035 or email deborah@dovehs.com.

Tue, 09 Aug 2022 01:00:00 -0500 en-US text/html https://centraljersey.com/2022/08/09/community-bulletin-board-middlesex-county-aug-10/
Killexams : Revamped CPA exam will bring big changes

The American Institute of CPAs and the National Association of State Boards of Accountancy are laying the groundwork for a major overhaul of the CPA exam that will see material being rearranged and moving to new sections, while emphasizing more technology skills.

The AICPA released an exposure draft earlier this month previewing the proposed changes for the 2024 exam and asking for feedback (see story). The AICPA and NASBA have been working together on a CPA Evolution initiative as a way to modernize the accounting licensure model and make it more relevant for today’s skills. They also hope to attract more young people to the accounting profession, which has seen a drop in exact years in accounting students and CPA candidates, as firms compete with other industries that are dealing with staff shortages during the so-called “Great Resignation” sparked by the pandemic.

The proposed changes may not come as a big surprise to those who have been closely following the CPA Evolution initiative and the model curriculum already proposed by the AICPA and NASBA. But for those who haven’t been monitoring the developments, they bear watching and accountants should weigh in with their comments.

“I think they did a good job of signaling where the exposure drafts were going to go,” said Angie Brown, senior director of product management at Becker, a provider of educational courses for the CPA exam. “It confirmed some things that were in the model curriculum they released last June and the conversations that they’ve had as they moved toward this release date. I wasn’t surprised, but I was very pleased by what we’ve seen in the blueprint. There had been some signaling in the model curriculum last year and even in the survey they did late last summer of the different interested parties and partners regarding where they were thinking things would go between the old and the new exams.”

One of the major changes will expand the number of exam sections from four to six. “They’ve taken into account the fact that there’s a lot being tested on the current four exams, and what they’re showing in the blueprint is they’re taking the current four exams and essentially divvying up the content between six, with some new additions in tax and then a lot of new things in the ISC Information Systems and Controls discipline exam,” said Brown. “In many ways, they’re reapportioning and maybe rightsizing the different content being tested across all of the tests, which is great news for exam candidates if it doesn’t change that much between this exposure draft and the final.”

The AICPA and NASBA wanted the exam to test more for technology skills, as software has become an essential part of being an accountant, with greater demand in the job market for skills like data analytics. Critical thinking is also an important part of being a CPA, especially when it comes to auditing and exercising professional skepticism. 

“They definitely are making sure that technology is being properly covered across all of these six sections, and every section of the new exam does have some level of technology components,” said Brown. “They’ve talked about the way technology and data analytics weave through the profession. They certainly let us know for several years that is coming, especially with the changes they made to the audit blueprint. On July 1 of last year, they issued a new audit blueprint that had additional technology topics. Then the model curriculum really spread data analytics and critical thinking across all the exam sections.”

With the increased number of exam sections, some material is moving from one of the current required core sections, such the Financial Accounting and Reporting (FAR) part, to a newer one like Business Analytics and Reporting (BAR) that’s more optional. 

“Although there are those new technology elements, there’s not really a whole lot else that’s new,” said Brown. “They told us for a long time that more technology testing was coming, but otherwise they’re taking the current FAR exam and splitting out the courses to go into the new BAR exam, which is the Business Analytics and Reporting exam. FAR has been kind of a hurdle for candidates. There’s a lot to study, and candidates feel overwhelmed when they prepare for the FAR exam. The fact that they’re rightsizing it and moving some of the content, especially content that’s really only applicable to those who are going to focus their careers in those areas, will make the FAR exam — which is core accounting and needs to be passed by every student — more manageable for candidates. I think that’s really great news.”

As accounting firms find themselves under the microscope for audit failures and exam cheating, the revamped CPA exam will continue to include ethics questions. “We haven’t lost any ethics coverage, so there are still ethics courses being covered in audit [AUD] and REG [Taxation and Regulation],” said Brown. “Those are the areas where we mostly focus on ethics topics, and that’s still true, so no change there.”

One related change that may be surprising, though, involves an increased emphasis on business law. “They did increase the weight of business law, which is different from ethics, in the REG exam, which will still be a core exam, and will still focus on tax courses as well as business law,” said Brown. “They’re proposing that the weight they assign to the business law portion of the REG exam will go up. Right now it’s 10 to 20%, and on the new exam, they’re proposing 15 to 25%. That wasn’t necessarily something that we saw coming, especially because they signaled a couple of years ago with the prior practice analysis that they might possibly pull business law from the CPA exam. Obviously they haven’t done that, and it does seem like they’re putting a little bit more emphasis on it. It doesn’t really change the core courses being covered. It’s just that there are probably going to be a few more questions on business law on the REG exam than maybe in the past.”

The new exam may make the profession more attractive to younger people who may have been discouraged by previous exam changes. The AICPA trends report from 2021 found accounting graduates trended downward in the 2019–20 academic year, with decreases of 2.8% and 8.4% at the bachelor’s and master’s levels, respectively. The number of new CPA exam candidates entering the CPA pipeline declined in 2020 due to short-term closings and the various restrictions at Prometric test centers, with overall COVID concerns carrying forward into 2021. While new CPA exam candidates decreased less than 0.5% between 2018 and 2019, there was a 17% decrease between 2019 and 2020, though there was a 6% increase between 2020 and 2021.

“We are all very concerned about the CPA pipeline,” said Brown. “If the new exam as outlined by CPA Evolution appeared to be harder, then that could be a difficult message to share with candidates and wouldn’t appeal to the young professionals we want to bring into the profession. They are rightsizing some of the sections and taking content out of FAR, which every candidate has to take, and moving that to BAR, and taking some of the content that’s currently tested on the REG exam and moving that more advanced tax content to the TCP [Tax Compliance and Planning] exam, which is the discipline exam that you would take only if you really thought that tax was going to be your professional goal. The fact that they’re moving the more difficult courses to the discipline exams and making the core exam more manageable for candidates could appeal to the candidate population.”

That could reverse some of the exact trends in the CPA candidate numbers. “We saw numbers come down after the 2017 exam launch, which was the last really big exam change,” said Brown. “There was a perception at that time that the exam had become harder, because they added higher-order skills. That seems to have impacted the perception of the difficulty of the CPA exam. But this shift — making the core exams more focused on what every newly licensed CPA needs to know and moving to the additional exams the courses that really aren’t necessary for everyone — is a great message. I’m hoping that is attractive to candidates and that they perceive this move as a positive direction.”

While some of the advanced tax courses are moving from the REG to the TCP section, and some of the advanced accounting and reporting courses are shifting from FAR to BAR, the audit section of the exam isn’t changing as much.

“The AUD exam, which will be a core exam when the new CPA exam launches, will be very similar to the audit exam today,” said Brown. “We’re actually not seeing content moving from the current audit exam to the more advanced exam within the audit lineup, which is ISC, the Information Systems and Controls exam. Interestingly, with REG and FAR becoming demonstrably simpler because content is moving to the disciplines, audit stays the same. Now, that’s not a bad thing because the audit content has been pretty manageable.”

However, some content is moving from the Business Environment and Concepts (BEC) section to the ISC exam, in part to test for SOC (service-oriented controls) audits. 

“The ISC exam, the Information Systems and Controls, is really going to be almost wholly a new exam,” said Brown. “There are some courses in the current BEC exam, things like business process and controls, and IT basics that will move from the current BEC exam to the ISC exam, but everything else on that exam is going to be new. There is going to be a new emphasis on IT audits, especially SOC engagements. Today SOC engagements are tested from the perspective of an auditor’s use of SOC reports in a normal financial statement audit as a tool for assessing controls. That emphasis on SOC engagements in the current audit will stay the same, but the new ISC exam is going to have a major portion on how you perform a SOC examination engagement. That’s never been tested on the CPA exam before, in the same way that some of the key IT auditing and technology content that comes under ISC has never been tested on the CPA exam before. That exam really is mostly new across the six core discipline structures under CPA Evolution.”

The revamped exam has not yet been finalized, but it’s expected to launch in time for 2024. Its impact on the job market for accountants and the skills they bring to their jobs probably won’t be apparent for several years.

“It will be interesting to see how many candidates choose the ISC discipline exam, given that the content on it is so new and not necessarily traditional, if you think of traditional accounting being things like audit and tax,” said Brown. “It just goes to show the AICPA’s desire to demonstrate that accountants really do understand technology, and the increasing place of technology and technology-related audits in the profession.”

Fri, 22 Jul 2022 11:01:00 -0500 en text/html https://www.accountingtoday.com/news/revamped-cpa-exam-will-bring-big-changes
Killexams : COMAC C919 Edges Closer To Certification After Test Aircraft Task Completion No result found, try new keyword!China's civil aircraft OEM, COMAC, announced last Saturday (July 23rd) that all the C919 test flights before certification are completed, bringing the aircraft a step closer to Type Certification in ... Sat, 23 Jul 2022 22:30:13 -0500 en-us text/html https://www.msn.com/en-us/travel/news/comac-c919-edges-closer-to-certification-after-test-aircraft-task-completion/ar-AAZUurO Killexams : 8-K: HomeTrust Bancshares, Inc.

The MarketWatch News Department was not involved in the creation of this content.

                                                              Not Applicable
                (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

?     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
?     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))
?     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))
          Securities Registered Pursuant to Section 12(b) of the Act:
                                             Trading Symbol           Name of each exchange on which
         Title of each class                                                    registered
  Common Stock, par value $0.01 per               HTBI
                share                                                   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?

--------------------------------------------------------------------------------

Item 1.01 Entry Into A Material Definitive Agreement

On July 24, 2022, HomeTrust Bancshares, Inc. ("HomeTrust") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Quantum Capital Corp., a Georgia corporation ("Quantum"). Pursuant to the terms and conditions set forth in the Merger Agreement, Quantum will merge with and into HomeTrust (the "Merger"), with HomeTrust surviving, and Quantum National Bank, the wholly owned subsidiary of Quantum, will merge with and into HomeTrust Bank ("HomeTrust Bank"), a wholly owned subsidiary of HomeTrust, with HomeTrust Bank as the surviving bank. The Merger Agreement was unanimously approved by the boards of both Quantum and HomeTrust and by the Quantum stockholders. The parties anticipate that the Merger will close in the first quarter of 2023.

The Merger Agreement provides that, at the effective time of the Merger, each share of Quantum's common stock (the "Quantum Common Shares") issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $57.54 in cash (the "Cash Consideration") and HomeTrust common stock ("HomeTrust Common Stock") based on a fixed exchange ratio of 2.3942 (the "Exchange Ratio"), subject to adjustment in certain circumstances as set forth below (the "Stock Consideration"), and cash in lieu of fractional shares based on the closing price per HomeTrust share on the NASDAQ Global Select Market ("NASDAQ") on the day immediately preceding the closing date (the "Merger Consideration").

The Merger Agreement contains customary representations and warranties from both HomeTrust and Quantum, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time, including, in the case of Quantum, specific forbearances with respect to its business activities, and (2) the use of commercially reasonable efforts to obtain governmental and regulatory approvals. HomeTrust has also agreed to use its commercially reasonable best efforts to file with the Securities and Exchange Commission ("SEC") a registration statement covering the shares to be issued under the Merger Agreement (the "Registration Shares") within 45 business days after the Merger's closing date and cause such registration statement to be effective until the earlier of the date on which all Registration Shares are sold or two years from the date the SEC declared the Registration Statement effective.

Completion of the Merger is subject to certain customary conditions, including the absence of any governmental order or law prohibiting the consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned upon (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) performance in all material respects by the other party of its obligations under the Merger Agreement, (c) receipt by each party of a tax opinion to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and (d) the receipt of required regulatory approvals and the expiration of all applicable statutory waiting periods.

The Merger Agreement contains certain termination rights for both Quantum and HomeTrust, including if (i) there has been a breach by the other party that is not cured such that the applicable closing conditions are not satisfied, (ii) the Merger is not consummated by March 31, 2023 (the "End Date") provided, however, either party may extend the End Date to June 30, 2023 if the required regulatory approvals have not been obtained by March 31, 2023, or (iii) the required regulatory approvals are not obtained.

In addition, Quantum may also terminate the Merger Agreement during the five day period commencing on the date on which the last approval, consent or waiver of any governmental entity required to permit the consummation of the transactions contemplated by the Merger Agreement is received and all statutory waiting periods in respect thereof shall have expired (the "Determination Date") if the quotient obtained by dividing (A) the average of the per share closing price of a share of HomeTrust common stock during the twenty (20) consecutive full trading days ending on the trading date prior to the Determination Date by (B) $25.16 is both (i) less than 0.80 and (ii) less (by more than twenty percent (20%)) than the quotient obtained by dividing (Y) the average of the NASDAQ Bank Index during the twenty (20) consecutive full trading days ending on the trading date prior to the Determination Date by (Z) $4,103.58.

Pursuant to the Merger Agreement, HomeTrust will appoint, subject to any legal or regulatory requirements, Dr. Narasimhulu Neelagaru as a director of HomeTrust and HomeTrust Bank, effective at the effective time, to serve for a term ending at the annual meeting following his attaining seventy-five (75) years of age (the "Initial Term"). Dr. Neelagaru may serve for up to two additional one year terms if the Quantum Principal Stockholders (as defined in the Merger Agreement) continue to own five percent or more of the outstanding HomeTrust Common Stock at that time.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

The Merger Agreement is not intended to provide any factual information about
Quantum, HomeTrust or their respective subsidiaries and affiliates to investors.
The representations, warranties and covenants contained in the Merger Agreement
will not survive consummation of the Merger and were made only for purposes of
such agreement and as of specific dates, were solely for the benefit of the
parties to the Merger Agreement, are subject to limitations agreed upon by the
parties as stated in the Merger
                                       2
--------------------------------------------------------------------------------

Agreement, including being qualified by confidential disclosure schedules made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and are, in some cases, subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors under applicable securities law standards of materiality. Accordingly, the representations and warranties may not describe the genuine state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Quantum or HomeTrust. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding HomeTrust or Quantum, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding HomeTrust, its affiliates or its businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Form 10-K, Form 10-Q and other filings HomeTrust makes with the SEC.

Item 7.01 Regulation FD Disclosure

On July 25, 2022, HomeTrust issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In addition, HomeTrust has prepared an investor presentation regarding the transactions contemplated by the Merger Agreement, which it expects to use in connection with presentations to analysts and investors. The presentation is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

The information in this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Current Report on Form 8-K.

Safe Harbor Statement

This Current Report, including the Exhibits hereto, contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of HomeTrust with respect to the Merger, the strategic benefits and financial benefits of the Merger, including the expected impact of the Merger on HomeTrust's or Quantum's future financial performance pending the completion of the Merger, and the timing of the closing of the Merger.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of Quantum's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of HomeTrust's control, and genuine results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. HomeTrust undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements contained in this Current Report are subject to, among others, the following risks, uncertainties and assumptions:

-The possibility that the anticipated benefits of the Merger, including
anticipated cost savings and strategic gains, are not realized when expected or
at all, including as a result of the impact of, or challenges arising from, the
integration of Quantum into HomeTrust or as a result of the strength of the
economy, competitive factors in the areas where Quantum and HomeTrust do
business, or as a result of other unexpected factors or events;
-The timing and completion of the Merger is dependent on the satisfaction of
customary closing conditions, and various other factors that cannot be predicted
with precision at this point;
-The occurrence of any event, change or other circumstances that could  supply rise
to the right of one or both of the parties to terminate the Merger Agreement;
-Completion of the Merger is subject to bank regulatory approvals and such
approvals may not be obtained in a timely manner or at all or may be subject to
conditions which may cause additional significant expense or delay the
consummation of the Merger;
-Potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the Merger;
                                       3
--------------------------------------------------------------------------------

-The outcome of any legal proceedings related to the Merger which may be instituted against HomeTrust or Quantum; -Unanticipated challenges or delays in the integration of Quantum's business into HomeTrust's business and or the conversion of Quantum's operating systems and customer data onto HomeTrust's may significantly increase the expense associated with the Merger; and -Other factors that may affect future results of Quantum and HomeTrust.

These forward-looking statements are also subject to the principal risks and uncertainties applicable to Quantum's and HomeTrust's respective businesses and activities generally that are disclosed in HomeTrust's Annual Report on Form 10-K, for its fiscal year ended June 30, 2021 and in other documents HomeTrust files with the SEC. HomeTrust's SEC filings are accessible on the SEC website at www.sec.gov.

No Offer or Solicitation

This Current Report and related communications are not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The following exhibits are included with this Report:

Exhibit No.             Description
  2.1                   Agreement and Plan of Merger dated July 24, 2022*
  99.1                  Press release dated July 25, 2022
  99.2                  Investor Presentation dated July 25, 2022
104.0                   Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. HomeTrust agrees to furnish supplementally a copy of any omitted schedules or exhibits to the SEC upon request.

                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HOMETRUST BANCSHARES, INC.

Date: July 25, 2022                                       By:      /s/ Tony J. VunCannon
                                                                   Tony J. VunCannon
                                                                   Executive Vice President, Chief Financial
                                                                   Officer, Corporate Secretary and Treasurer
                                       4
                               [[Image Removed]]
   AGREEMENT AND PLAN OF MERGER by and between HOMETRUST BANCSHARES, INC. and
                QUANTUM CAPITAL CORP. Dated as of July 24, 2022
--------------------------------------------------------------------------------
                               [[Image Removed]]
                       ii TABLE OF CONTENTS Page PREAMBLE
.........................................................................................................................................
                                  1 RECITALS-
..........................................................................................................................................
                             1 ARTICLE I THE MERGER
.........................................................................................................................
                          2 1.1 .......... The Merger
....................................................................................................................................
                        2 1.2 .......... Effective Time
..............................................................................................................................
                     2 1.3 .......... Effects of the Merger
....................................................................................................................
                      2 1.4 .......... Conversion of Stock
......................................................................................................................
 2 1.5 .......... Incorporation Documents and By-Laws of the Surviving Company
  ............................................ 3 1.6 .......... Directors and
                                    Officers
...................................................................................................................
                        3 1.7 .......... The Bank Merger
..........................................................................................................................
                 3 ARTICLE II DELIVERY OF MERGER CONSIDERATION
   .................................................................... 4 2.1
                  .......... Delivery of Merger Consideration.
...............................................................................................
          4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
   ................................. 4 3.1 .......... Corporate Organization.
................................................................................................................
                        4 3.2 .......... Capitalization.
...............................................................................................................................
                   6 3.3 .......... Authority; No Violation.
...............................................................................................................
                         6 3.4 .......... Consents and
Approvals................................................................................................................
                           7 3.5 .......... Reports..
........................................................................................................................................
    7 3.6 .......... Financial Statements, Accounting and Internal Controls.
 ............................................................. 8 3.7 ..........
                                 Broker's Fees.
...............................................................................................................................
             9 3.8 .......... Absence of Certain Changes or Events.
........................................................................................
                      9 3.9 .......... Legal Proceedings.
......................................................................................................................
                    10 3.10 ........ Taxes and Tax Returns.
...............................................................................................................
                          10 3.11 ........ Employees.
..................................................................................................................................
               12 3.12 ........ Compliance with Applicable Law..
.............................................................................................
                      14 3.13 ........ Certain Contracts.
.......................................................................................................................
             15 3.14 ........ Agreements with Regulatory Agencies.
......................................................................................
                 16 3.15 ........ Risk Management Instruments.
...................................................................................................
                    16 3.16 ........ Environmental Matters.
...............................................................................................................
            16 3.17 ........ Investment Securities, Commodities and
 BOLI..........................................................................
                         17 3.18 ........ Real Property
..............................................................................................................................
                    17 3.19 ........ Intellectual Property.
...................................................................................................................
                         18 3.20 ........ Related Party
Transactions..........................................................................................................
                     18 3.21 ........ State Takeover Laws.
..................................................................................................................
                        18 3.22 ........ Reorganization.
...........................................................................................................................
                           19 3.23 ........ Reserved.
.....................................................................................................................................
                         19 3.24 ........ Data Privacy.
...............................................................................................................................
                        19 3.25 ........ Loan Portfolio.
............................................................................................................................
                           19 3.26 ........ Insurance
.....................................................................................................................................
                      21 3.27 ........ Fiduciary Business
......................................................................................................................
                       21 3.28 ........ Books and Records
.....................................................................................................................
                        21 3.29 ........ Indemnification
...........................................................................................................................
            21 3.30 ........ No Other Representations or Warranties.
...................................................................................
                                       21
--------------------------------------------------------------------------------
                               [[Image Removed]]
           iii ARTICLE IV REPRESENTATIONS AND WARRANTIES OF HOMETRUST
 .................................... 21 4.1 .......... Corporate Organization
...............................................................................................................
                        22 4.2 .......... Capitalization
..............................................................................................................................
                   22 4.3 .......... Authority; No Violation
..............................................................................................................
                         23 4.4 .......... Consents and
Approvals..............................................................................................................
                           24 4.5 .......... Reports
........................................................................................................................................
    24 4.6 .......... Financial Statements, Accounting and Internal Controls
 ............................................................ 25 4.7 ..........
                                 Broker's Fees
..............................................................................................................................
             26 4.8 .......... Absence of Certain Changes or Events
.......................................................................................
                      26 4.9 .......... Legal Proceedings
.......................................................................................................................
                     27 4.10 ........ Taxes and Tax Returns
................................................................................................................
                           27 4.11 ........ Employees
...................................................................................................................................
                          28 4.12 ........ SEC Reports
................................................................................................................................
                29 4.13 ........ Compliance with Applicable Law
...............................................................................................
              30 4.14 ........ Agreements with Regulatory Agencies
.......................................................................................
                  30 4.15 ........ Risk Management Instruments
....................................................................................................
                     31 4.16 ....... Environmental Matters
................................................................................................................
             31 4.17 ........ Investment Securities and Commodities
.....................................................................................
                         31 4.18 ....... Real Property
..............................................................................................................................
                     31 4.19 ....... Intellectual Property
....................................................................................................................
                        32 4.20 ........ Reorganization
............................................................................................................................
                 32 4.21 ........ Opinion of Financial Advisor
.....................................................................................................
                         32 4.22 ........ Data Privacy
................................................................................................................................
                        32 4.23 ........ Loan Portfolio
.............................................................................................................................
                           33 4.24 ........ Insurance
.....................................................................................................................................
                       33 4.25 ........ No Vote Required
.......................................................................................................................
            34 4.26 ........ No Other Representations or Warranties
....................................................................................
             34 ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS
............................................. 34 5.1 .......... Company Conduct
                    of Business Prior to the Effective Time
   ....................................................... 34 5.2 ..........
                              Company Forbearances
...............................................................................................................
  34 5.3 .......... HomeTrust Conduct of Business Prior to the Effective Time
.................................................... 38 5.4 .......... HomeTrust
                                  Forbearances
............................................................................................................
                      39 ARTICLE VI ADDITIONAL AGREEMENTS
.........................................................................................
                      39 6.1 .......... Regulatory Matters
......................................................................................................................
   39 6.2 .......... Access to Information; Current Information; Consultation
   ........................................................ 41 6.3 ..........
             Reservation of HomeTrust Common Stock; Nasdaq Listing
    ...................................................... 42 6.4 ..........
                           Assumption of Indebtedness
.......................................................................................................
                       42 6.5 .......... Employee Matters
.......................................................................................................................
     43 6.6 .......... Officers' and Directors' Insurance; Indemnification
   ................................................................... 44 6.7
                   .......... Notification of Certain Matters
...................................................................................................
                  45 6.8 .......... Correction of Information
...........................................................................................................
                      45 6.9 .......... System Integration
......................................................................................................................
                   46 6.10 ........ Coordination; Integration
............................................................................................................
          46 6.11 ........ Board Representation and Observation Rights
 ........................................................................... 46
        6.12 ........ Resale Registration Statement; Registration Rights
  ................................................................... 47 6.13
                         ........ Financial Statements
...................................................................................................................
                      47 ARTICLE VII CONDITIONS PRECEDENT
............................................................................................
            48 7.1 .......... Conditions to Each Party's Obligations
.......................................................................................
            48 7.2 .......... Conditions to Obligations of HomeTrust
....................................................................................
           49 7.3 .......... Conditions to Obligations of the Company
.................................................................................
                                       50
--------------------------------------------------------------------------------
                               [[Image Removed]]
                   iv ARTICLE VIII TERMINATION AND AMENDMENT
 ........................................................................... 51
                           8.1 .......... Termination
.................................................................................................................................
                    51 8.2 .......... Effect of Termination
..................................................................................................................
                      52 8.3 .......... Fees and Expenses
......................................................................................................................
                          53 8.4 .......... Amendment
.................................................................................................................................
                      53 8.5 .......... Extension; Waiver
.......................................................................................................................
                        53 ARTICLE IX GENERAL PROVISIONS
..................................................................................................
                           53 9.1 .......... Closing
........................................................................................................................................
        53 9.2 .......... Nonsurvival of Representations, Warranties and
Agreements.................................................... 53 9.3 ..........
                                    Notices
........................................................................................................................................
                        53 9.4 .......... Interpretation
...............................................................................................................................
                         54 9.5 .......... Counterparts
................................................................................................................................
                       55 9.6 .......... Entire Agreement
........................................................................................................................
                        55 9.7 .......... Governing Law
...........................................................................................................................
                          55 9.8 .......... Publicity
......................................................................................................................................
            55 9.9 .......... Assignment; Third Party Beneficiaries
.......................................................................................
               55 9.10 ........ Specific Performance; Time of the
Essence................................................................................
                        55 9.11 ........ Attorneys' Fees
...........................................................................................................................
                       55 9.12 ........ JURY TRIAL WAIVER
.............................................................................................................
                                 56 SIGNATURES
....................................................................................................................................
 58 EXHIBITS Exhibit A Form of Non-Compete Agreement Exhibit B Form of Plan of
                                  Bank Merger
--------------------------------------------------------------------------------
                               [[Image Removed]]
                       v INDEX OF DEFINED TERMS Agreement
.....................................................................................................................................................
                              1 Articles of Merger
.........................................................................................................................................
                                     2 Bank
..............................................................................................................................................................
                              3 Bank Call Reports
.........................................................................................................................................
                                 8 Bank Merger
.................................................................................................................................................
                           3 Bank Merger Certificates
..............................................................................................................................
                             3 Bank Plan of Merger
.....................................................................................................................................
                                   3 BHC Act
.......................................................................................................................................................
                                     4 BOLI
...........................................................................................................................................................
                             17 Cash Consideration
.......................................................................................................................................
                                     2 CECL
............................................................................................................................................................
                                    4 Claim
...........................................................................................................................................................
                                   45 Closing
........................................................................................................................................................
                                   53 Closing
Date................................................................................................................................................
                                    53 Code
..............................................................................................................................................................
                                 1 Commissioner
...............................................................................................................................................
                                   7 Company
.......................................................................................................................................................
                               1 Company Articles
.........................................................................................................................................
                            5 Company Benefit Plans
...............................................................................................................................
                               12 Company By-laws
.........................................................................................................................................
                             5 Company Common Stock
.............................................................................................................................
                               2 Company Contract
......................................................................................................................................
                                15 Company Data
............................................................................................................................................
                         19 Company Disclosure Schedule
.....................................................................................................................
                           4 Company ERISA Affiliate
..........................................................................................................................
                        12 Company Financial Statements
.....................................................................................................................
                          8 Company Indemnified Party
.......................................................................................................................
                          44 Company Leased Properties
.......................................................................................................................
                        17 Company Minority Stockholders
..................................................................................................................
                           6 Company Owned Properties
.......................................................................................................................
                       17 Company Principal Stockholders
..................................................................................................................
                           1 Company Qualified Plans
...........................................................................................................................
                            12 Company Real Property
..............................................................................................................................
                             17 Company Regulatory
Agreement................................................................................................................
                          16 Confidentiality Agreement
..........................................................................................................................
                              42 Covered Employees
....................................................................................................................................
                                     43 CRA
............................................................................................................................................................
                                 14 Department
....................................................................................................................................................
                              2 Determination Date
.....................................................................................................................................
                  52 Determination Date Average Closing Price
................................................................................................
                               52 Effective Time
..............................................................................................................................................
                           2 Enforceability Exception
..............................................................................................................................
                              7 Environmental Laws
...................................................................................................................................
                                    16 ERISA
.........................................................................................................................................................
                                12 Exchange Act
................................................................................................................................................
                                8 Exchange Ratio
.............................................................................................................................................
                                     2 FDIC
.............................................................................................................................................................
                            5 Federal Reserve Board
..................................................................................................................................
                                     7 FHLB
............................................................................................................................................................
                              6 Final Index Price
.........................................................................................................................................
                                       52
--------------------------------------------------------------------------------
                               [[Image Removed]]
                             vi Governmental Entity
.....................................................................................................................................
                                  7 HomeTrust
....................................................................................................................................................
                              1 HomeTrust Articles
.....................................................................................................................................
                           22 HomeTrust Benefit Plans
............................................................................................................................
                              28 HomeTrust By-laws
....................................................................................................................................
                           22 HomeTrust Common Stock
..........................................................................................................................
                     2 HomeTrust Common Stock Closing Price
....................................................................................................
                                3 HomeTrust Data
..........................................................................................................................................
                        32 HomeTrust Disclosure Schedule
.................................................................................................................
                          21 HomeTrust ERISA Affiliate
.......................................................................................................................
                         28 HomeTrust Leased Properties
.....................................................................................................................
                         32 HomeTrust Owned Properties
.....................................................................................................................
                          31 HomeTrust Qualified Plans
.........................................................................................................................
                               28 HomeTrust Ratio
.........................................................................................................................................
                           52 HomeTrust Real Property
...........................................................................................................................
                       32 HomeTrust Regulatory Agreement
.............................................................................................................
                              30 HomeTrust Reports
.....................................................................................................................................
                      29 HomeTrust Restricted Stock Award
...........................................................................................................
                           23 HomeTrust Stock Options
...........................................................................................................................
                            23 HomeTrust Stock Plans
...............................................................................................................................
                                 23 Index Group
................................................................................................................................................
                                 52 Index Price
..................................................................................................................................................
                                 52 Index Ratio
..................................................................................................................................................
                                52 Initial Term
.................................................................................................................................................
                              46 Insurance Amount
.......................................................................................................................................
                            44 Intellectual Property
....................................................................................................................................
                                     18 IRS
................................................................................................................................................................
                                    4 Liens
..............................................................................................................................................................
                                    6 Loans
...........................................................................................................................................................
                           19 Material Adverse Effect
................................................................................................................................
                                    4 Merger
...........................................................................................................................................................
                             1 Merger Consideration
...................................................................................................................................
                                     2 MGCL
...........................................................................................................................................................
                              2 Multiemployer Plan
....................................................................................................................................
                           13 Multiple Employer Plan
..............................................................................................................................
                                   13 Nasdaq
..........................................................................................................................................................
                            3 Non-Compete Agreement
.............................................................................................................................
                                     1 OCC
..............................................................................................................................................................
                                     7 OCGA
...........................................................................................................................................................
                           2 Other Real Estate Owned
............................................................................................................................
                                   20 Parties
............................................................................................................................................................
                                    1 Party
..............................................................................................................................................................
                            1 Permitted Encumbrances
............................................................................................................................
                                    17 Q Sub
..........................................................................................................................................................
                                11 QSub election
..............................................................................................................................................
                           11 Registrable Securities
..................................................................................................................................
                             47 Regulatory Agencies
.....................................................................................................................................
                        8 Requisite Regulatory Approvals
.................................................................................................................
                        49 Resale Registration Statement
....................................................................................................................
                                 47 S election
.....................................................................................................................................................
                                  11 S Period
.......................................................................................................................................................
                                     11 SEC
...............................................................................................................................................................
                              8 Secretary of State
..........................................................................................................................................
                                       2
--------------------------------------------------------------------------------
                               [[Image Removed]]
                               vii Securities Act
................................................................................................................................................
                                     8 SRO
...............................................................................................................................................................
                                8 Starting Date
...............................................................................................................................................
                               52 Starting Price
...............................................................................................................................................
                             52 Stock Consideration
......................................................................................................................................
                                  2 Subsidiary
.....................................................................................................................................................
                                5 Surviving Bank
.............................................................................................................................................
                              3 Surviving Company
......................................................................................................................................
                              1 Takeover Statutes
........................................................................................................................................
                                     19 Tax
..............................................................................................................................................................
                                 11 Tax Return
..................................................................................................................................................
                                    12 Taxes
...........................................................................................................................................................
                                  11 TPS Trust
......................................................................................................................................................
                               6 Trust Debentures
.........................................................................................................................................
                         42 Trust Preferred Securities
...........................................................................................................................
                         42 Unduly Burdensome Condition
..................................................................................................................
                                       49
--------------------------------------------------------------------------------
                               [[Image Removed]]
 1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of July
   24, 2022 (this "Agreement"), by and between HomeTrust Bancshares, Inc., a
    Maryland corporation ("HomeTrust"), and Quantum Capital Corp., a Georgia
   corporation (the "Company", and together with HomeTrust, the "Parties" and
  individually a "Party" ). RECITALS A. The Boards of Directors of the Parties
 have determined that it is in the best interests of their respective companies
and stockholders to consummate the business combination transaction provided for
  in this Agreement in which the Company will, on the terms and subject to the
   conditions set forth in this Agreement, merge with and into HomeTrust (the
"Merger"), with HomeTrust as the surviving corporation in the Merger (sometimes
   referred to in such capacity as the "Surviving Company"). B. The Boards of
 Directors of the Parties have approved this Agreement and the Merger, and the
 Board of Directors of the Company has recommended that the stockholders of the
   Company approve this Agreement and the Merger. C. The stockholders of the
Company have unanimously approved this Agreement and the Merger. No stockholder
 approval of this Agreement or the Merger is required on the part of HomeTrust.
D. As a condition to the willingness of HomeTrust to enter into this Agreement,
   Infinity Trust and Narasimhulu Neelagaru, M.D. (collectively, the "Company
   Principal Stockholders") and certain of their affiliates have entered into
    non-competition, non-solicitation and confidentiality agreements (each a
 "Non-Compete Agreement"), substantially in the form attached hereto as Exhibit
 A, dated as of the date hereof but effective upon consummation of the Merger,
      with HomeTrust. E. The Parties intend the Merger to be treated as a
 "reorganization" under Section 368(a) of the Internal Revenue Code of 1986, as
  amended (the "Code"), and intend for this Agreement to constitute a "plan of
 reorganization" within the meaning of Treasury Regulations Section 1.368-2(g).
F. The Parties desire to make certain representations, warranties and agreements
 in connection with the Merger and also to prescribe certain conditions to the
       Merger. NOW, THEREFORE, in consideration of the mutual covenants,
  representations, warranties and agreements contained in this Agreement, the
                           Parties agree as follows:
--------------------------------------------------------------------------------
                               [[Image Removed]]
 2 ARTICLE I THE MERGER 1.1 The Merger. (a) Subject to the terms and conditions
of this Agreement, in accordance with the Maryland General Corporation Law (the
    "MGCL") and the Official Code of Georgia Annotated (the "OCGA"), at the
  Effective Time (as defined in Section 1.2), the Company shall merge with and
into HomeTrust. HomeTrust shall be the Surviving Company in the Merger and shall
continue its existence as a corporation under the laws of the State of Maryland.
As of the Effective Time, the separate corporate existence of the Company shall
  cease. (b) Subject to the written consent of the Company, which shall not be
unreasonably withheld or delayed, HomeTrust may at any time change the method of
  effecting the combination (including by providing for the merger of a wholly
 owned subsidiary of HomeTrust with the Company) if and to the extent requested
  by HomeTrust; provided, however, that no such change or amendment shall (i)
 alter or change the amount or kind of the consideration to be received by the
 stockholders of the Company, (ii) adversely affect the tax consequences of the
Merger to the stockholders of the Company, (iii) adversely affect the rights of
 the stockholders of the Company set forth in this Agreement or (iv) impede or
     materially delay consummation of the transactions contemplated by this
   Agreement. 1.2 Effective Time. Subject to the terms and conditions of this
   Agreement, simultaneously with the Closing (as defined in Section 9.1) the
Parties shall execute, and HomeTrust shall cause to be filed with the Department
of Assessments and Taxation of the State of Maryland (the "Department") and the
Secretary of State of Georgia (the "Secretary of State"), articles of merger as
   provided in the MGCL and articles of merger or a certificate of merger as
provided in the OCGA (collectively, the "Articles of Merger"). The Merger shall
   become effective at such time as designated in the Articles of Merger (the
 "Effective Time"). 1.3 Effects of the Merger. At and after the Effective Time,
   the Merger shall have the effects set forth in the MGCL and the OCGA. 1.4
Conversion of Stock. At the Effective Time, by virtue of the Merger and without
 any action on the part of the Company, HomeTrust or the holders of any of the
   following securities: (a) Each share of common stock, $0.01 par value, of
HomeTrust ("HomeTrust Common Stock") issued and outstanding immediately prior to
   the Effective Time shall continue to be one validly issued, fully paid and
nonassessable share of common stock, $0.01 par value, of the Surviving Company.
(b) Each share of common stock, $1.00 par value, of the Company ("Company Common
Stock") issued and outstanding immediately prior to the Effective Time shall be
  converted into the right to receive (i) $57.54 in cash without interest (the
"Cash Consideration") and (ii) 2.3942 shares (the "Exchange Ratio") of HomeTrust
Common Stock (the "Stock Consideration" and together with the Cash Consideration
  the "Merger Consideration"). (c) Notwithstanding any other provision of this
Agreement, no fraction of a share of HomeTrust Common Stock and no certificates
 or scrip thereof will be issued in the Merger; instead HomeTrust shall pay to
     each holder of Company Common Stock who would be otherwise entitled to
--------------------------------------------------------------------------------
                               [[Image Removed]]
3 a fraction of a share of HomeTrust Common Stock (after taking into account all
 shares of Company Common Stock held by such stockholder at the Effective Time)
 an amount of cash rounded to the nearest cent, determined by multiplying such
 fraction (rounded to the nearest one ten thousandth when expressed in decimal
form) by the closing price of HomeTrust Common Stock on the Nasdaq Global Select
Market ("Nasdaq"), as reported by Bloomberg L.P., or if not reported thereby, in
  any other authoritative source, immediately preceding the Closing Date (the
   "HomeTrust Common Stock Closing Price"). (d) If, between the date of this
  Agreement and the Effective Time, the outstanding shares of HomeTrust Common
 Stock shall have been increased, decreased, or changed into or exchanged for a
       different number or kind of shares or securities as a result of a
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other similar change in capitalization, and such change
   would have an economic effect on the value of the Stock Consideration, the
Exchange Ratio shall be appropriately adjusted to provide the holders of Company
  Common Stock the same economic effect as contemplated by this Agreement with
respect to the Stock Consideration prior to such event; provided, however, that
 nothing in this Section 1.4(d) shall be construed to permit HomeTrust to take
  any action with respect to its securities that is prohibited by the terms of
    this Agreement. 1.5 Incorporation Documents and By-Laws of the Surviving
 Company. At the Effective Time, the articles of incorporation of HomeTrust in
    effect immediately prior to the Effective Time shall be the articles of
 incorporation of the Surviving Company until thereafter amended in accordance
with applicable law, and the by-laws of HomeTrust in effect immediately prior to
     the Effective Time shall be the by-laws of the Surviving Company until
   thereafter amended in accordance with applicable law and the terms of such
    by-laws or as provided in Section 6.11. 1.6 Directors and Officers. The
 directors of HomeTrust immediately prior to the Effective Time, together with
   Narasimhulu Neelagaru M.D. or in the event of his death or disability, Dr.
  Suleka Neelagaru or Bryan Cohen, as selected in accordance with the terms of
 this Agreement, shall be the directors of the Surviving Company and shall hold
  office until their respective successors are duly elected and qualified. The
   officers of HomeTrust immediately prior to the Effective Time shall be the
 officers of the Surviving Company and shall hold office until their respective
   successors are duly appointed. 1.7 The Bank Merger. Immediately after the
 Effective Time, HomeTrust intends to merge Quantum National Bank, a federally
chartered commercial bank and wholly owned direct subsidiary of the Company (the
"Bank") with and into HomeTrust Bank, a North Carolina state chartered financial
institution and wholly owned direct subsidiary of HomeTrust, in accordance with
 the provisions of applicable banking laws and regulations (the "Bank Merger")
  and HomeTrust Bank shall be the resulting institution or surviving bank (the
  "Surviving Bank"). The Bank Merger shall have the effects as set forth under
   applicable banking laws and regulations and the Boards of Directors of the
 Parties shall approve, and shall cause the boards of directors of the Bank and
 HomeTrust Bank, respectively, to approve, a separate plan of merger (the "Bank
  Plan of Merger") in substantially the form attached hereto as Exhibit B, and
     cause the Bank Plan of Merger to be executed and delivered as soon as
practicable following the date of execution of this Agreement. In addition, the
   Company shall cause the Bank, and HomeTrust shall cause HomeTrust Bank, to
execute and file in accordance with applicable banking laws and regulations such
     articles of merger, corporate resolutions, and/or other documents and
   certificates as are necessary to make the Bank Merger effective (the "Bank
                             Merger Certificates").
--------------------------------------------------------------------------------
                               [[Image Removed]]
      4 ARTICLE II DELIVERY OF MERGER CONSIDERATION 2.1 Delivery of Merger
Consideration. At the Effective Time, each holder of Company Common Stock shall
deliver to the Chief Financial Officer of HomeTrust such person's certificate or
certificates for Company Common Stock, duly endorsed for cancellation or with a
  separately executed stock power, together with an executed Internal Revenue
  Service ("IRS") Form W-9 (including a certification that such holder is not
subject to back-up withholding). The Chief Financial Officer of HomeTrust shall
     deliver to such holder, against receipt of such documents, the Merger
   Consideration with respect to the number of shares of Company Common Stock
 represented by the certificate or certificates surrendered by such holder and
    any cash in lieu of a fraction of a share of HomeTrust Common Stock. The
certificates for HomeTrust Common Stock issued for the Stock Consideration will
 be restricted stock under applicable securities laws and will contain a legend
to such effect. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except
 as disclosed in the disclosure schedule delivered by the Company to HomeTrust
concurrently herewith (the "Company Disclosure Schedule"); provided, that (a) no
item is required to be set forth as an exception to a representation or warranty
if its absence would not result in the related representation or warranty being
  deemed untrue or incorrect, (b) the mere inclusion of an item in the Company
Disclosure Schedule as an exception to a representation or warranty shall not be
    deemed an admission by the Company that such item represents a material
 exception or fact, event or circumstance, a material impact to the Company and
the Bank taken as a whole or that such item is reasonably likely to result in a
 Material Adverse Effect (as defined in Section 3.1(a)) and (c) any disclosures
made with respect to a section of Article III shall be deemed to qualify (1) any
other section of Article III specifically referenced or cross-referenced and (2)
  other sections of Article III to the extent it is reasonably apparent on its
face (notwithstanding the absence of a specific cross reference) from a reading
   of the disclosure that such disclosure applies to such other sections, the
 Company hereby represents and warrants to HomeTrust as follows: 3.1 Corporate
Organization. (a) The Company is a corporation duly organized, validly existing
 and in good standing under the laws of the State of Georgia, and is a bank or
financial holding company duly registered under the Bank Holding Company Act of
   1956, as amended (the "BHC Act"). The Company has the corporate power and
 authority to own or lease all of its properties and assets and to carry on its
business as it is now being conducted. The Company is duly licensed or qualified
    to do business in each jurisdiction in which the nature of the business
conducted by it or the character or location of the properties and assets owned
 or leased by it makes such licensing or qualification necessary, except where
the failure to be so licensed or qualified would not, either individually or in
 the aggregate, reasonably be expected to have a Material Adverse Effect on the
 Company. As used in this Agreement, the term "Material Adverse Effect" means,
with respect to HomeTrust, the Company or the Surviving Company, as the case may
     be, a material adverse effect on (i) the business, properties, assets,
liabilities, results of operations or condition (financial or otherwise) of such
   Party and its Subsidiaries taken as a whole (provided, however, that, with
   respect to this clause (i), Material Adverse Effect shall not be deemed to
   include the impact of (A) changes, after the date hereof, in United States
   generally accepted accounting principles ("GAAP") including application of
 Financial Accounting Standards Board accounting standard for Current Expected
  Credit Losses ("CECL") or applicable regulatory accounting requirements, (B)
        changes, after the date hereof, in laws, rules or regulations of
--------------------------------------------------------------------------------
                               [[Image Removed]]
 5 general applicability to companies in the industries in which such Party and
 its Subsidiaries operate, or interpretations thereof by courts or Governmental
 Entities, (C) changes, after the date hereof, in global, national or regional
political conditions (including the outbreak of war or acts of terrorism) or in
   economic or market (including equity, credit and debt markets, as well as
changes in interest rates, levels of taxation and rates of inflation) conditions
    affecting the financial services industry generally and not specifically
relating to such Party or its Subsidiaries, (D) levels of government funding for
  US government agencies, including the Small Business Administration, (E) any
local, regional, national or global health conditions (including any epidemics,
pandemics or contagious disease outbreaks including SARS-Co V-2 and COVID 19 or
any evolutions, variants or mutations thereof) including any material worsening
 of such conditions or any law, directive, guidelines or recommendations issued
 by a governmental entity, the Centers for Disease Control and Prevention, the
World Health Organization, any other governmental entity providing for business
 closures, "sheltering-in-place," curfews or other restrictions that relate to,
or arise out of, an epidemic, pandemic or disease outbreak (including SARS-CoV-2
     or COVID-19, and any evolutions thereof), (F) public disclosure of the
 transactions contemplated hereby or actions or inactions expressly required by
  this Agreement or that are taken with the prior written consent of the other
Party in contemplation of the transactions contemplated hereby, or (G) a decline
   in the trading price of a Party's common stock, except as contemplated in
 Section 8.1(e), or the failure, in and of itself, of a Party to meet earnings
 projections, but not, in either case, including the underlying causes thereof;
except, with respect to subclauses (A), (B), (C), or (E) to the extent that the
   effects thereof are materially disproportionately adverse to the business,
 properties, assets, liabilities, results of operations or condition (financial
or otherwise) of such Party and its Subsidiaries, taken as a whole, as compared
to other similarly situated companies in the banking industry with substantially
   similar business lines and niches in which such Party and its Subsidiaries
    operate), or (ii) the ability of such Party or its financial institution
Subsidiary to timely consummate the transactions contemplated hereby. As used in
this Agreement, the word "Subsidiary" when used with respect to any Party, means
     any corporation, partnership, limited liability company, bank or other
organization, whether incorporated or unincorporated, which is consolidated with
  such Party for financial reporting purposes. True and complete copies of the
   articles of incorporation of the Company (the "Company Articles") and the
 by-laws of the Company (the "Company By-laws"), as in effect as of the date of
this Agreement, have previously been made available by the Company to HomeTrust.
(b) The Bank is the only Subsidiary of the Company and (i) is duly organized and
 validly existing under the laws of the United States of America, (ii) is duly
qualified to do business and, where such concept is recognized under applicable
law, is in good standing in all jurisdictions (whether federal, state, local or
   foreign) where its ownership or leasing of property or the conduct of its
   business requires it to be so qualified, except where the failure to be so
    qualified or in good standing would not reasonably be expected to have a
  Material Adverse Effect on the Company and (iii) has all requisite power and
authority to own or lease its properties and assets and to carry on its business
 as now conducted. There are no restrictions on the ability of the Bank to pay
  dividends or distributions except for statutory restrictions on dividends or
  distributions generally applicable to all entities of the same type and for
 restrictions on dividends or distributions imposed by Regulatory Agencies (as
  defined in Section 3.5). The deposit accounts of the Bank are insured by the
Federal Deposit Insurance Corporation (the "FDIC") through the Deposit Insurance
   Fund to the fullest extent permitted by law, all premiums and assessments
  required to be paid in connection therewith have been paid when due, and no
  proceedings for the termination of such insurance are pending or threatened.
Neither the Company nor the Bank owns any equity or profit-and-loss interest in
  any business enterprise, corporation, partnership or joint venture, limited
     liability company, association, joint-stock company, business trust or
     unincorporated organization, other than readily marketable securities,
                                   securities
--------------------------------------------------------------------------------
                               [[Image Removed]]
6 available-for-sale in its investment portfolio, stock in the Federal Home Loan
Bank of Atlanta (the "FHLB"), stock in the Federal Reserve Bank of Atlanta, and
the Company's ownership of all of the outstanding capital stock of the Bank and
 all of the outstanding common equity securities of Quantum Capital Trust II, a
 Connecticut statutory trust (the "TPS Trust"). True and complete copies of the
charter and by-laws of the Bank, as in effect as of the date of this Agreement,
      have previously been made available by the Company to HomeTrust. 3.2
  Capitalization. (a) The authorized capital stock of the Company consists of
 10,000,000 shares of Company Common Stock. There are (i) 574,156.982 shares of
  Company Common Stock issued and outstanding, (ii) 0 shares of Company Common
  Stock held as treasury stock, and (iii) no other shares of capital stock or
    other voting securities of the Company issued, reserved for issuance or
 outstanding. All of the issued and outstanding shares of Company Common Stock
 are owned by the Company Principal Stockholders and Bryan Cohen, Doug Bridges,
Chuck Warbington, Bradley Day, Dr. Suleka Neelagaru, Judy C. Campbell and Julia
 S. Stevenson (collectively, the "Company Minority Stockholders") in the share
    amounts set forth opposite their names in Section 3.2(a) of the Company
   Disclosure Schedule; and such shares have been duly authorized and validly
issued and are fully paid, nonassessable and free of preemptive rights, with no
   personal liability attaching to the ownership thereof. There are no bonds,
   debentures, notes or other indebtedness that have the right to vote on any
matters on which stockholders of the Company may vote. There are no outstanding
     subscriptions, options, warrants, puts, calls, rights, exchangeable or
convertible securities or other commitments or agreements obligating the Company
 to issue, transfer, sell, purchase, redeem or otherwise acquire any shares of
    its capital stock. Except as set forth in Section 3.2(a) of the Company
Disclosure Schedule, there are no voting trusts, shareholder agreements, proxies
or other agreements in effect with respect to the voting or transfer of Company
 capital stock to which the Company is a party. (b) The Company owns all of the
issued and outstanding shares of capital stock of the Bank and all of the issued
and outstanding common equity securities of the TPS Trust, free and clear of any
 liens, pledges, charges, encumbrances, security interests or rights of others
   whatsoever ("Liens") except as set forth in Section 3.2(b) of the Company
   Disclosure Schedule, and all of such shares or equity securities are duly
 authorized and validly issued and are fully paid, nonassessable (except, with
 respect to the Bank, as provided under applicable law) and free of preemptive
rights, with no personal liability attaching to the ownership thereof. There are
 no outstanding subscriptions, options, warrants, calls, rights, commitments or
 agreements of any character calling for the purchase or issuance of any shares
  of capital stock or any other equity security of the Bank or any securities
 representing the right to purchase or otherwise receive any shares of capital
stock or any other equity security of the Bank. (c) The Company does not have a
 dividend reinvestment plan or any stockholders' rights plan. 3.3 Authority; No
Violation. (a) The Company has full corporate power and authority to execute and
 deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by the Company and the consummation
by the Company of the Merger have been duly and validly approved by the Board of
 Directors and stockholders of the Company and no other corporate action on the
 part of the Company is necessary to approve this Agreement or the Merger. True
  and complete copies of resolutions of the Board of Directors and a unanimous
                               written consent of
--------------------------------------------------------------------------------
                               [[Image Removed]]
7 stockholders of the Company approving this Agreement and the Merger have been
 previously made available by the Company to HomeTrust. This Agreement has been
    duly and validly executed and delivered by the Company and (assuming due
  authorization, execution and delivery by HomeTrust) constitutes a valid and
binding obligation of the Company, enforceable against the Company in accordance
     with its terms (except as enforceability may be limited by bankruptcy,
 insolvency, fraudulent transfer, moratorium, reorganization or similar laws of
general applicability relating to or affecting the rights of creditors generally
 and subject to general principles of equity (the "Enforceability Exception")).
 (b) Neither the execution and delivery of this Agreement by the Company or the
   Bank Plan of Merger by the Bank, nor the consummation of the Merger by the
  Company or the Bank Merger by the Bank, nor compliance by the Company or the
Bank with any of the terms and provisions of this Agreement or the Bank Plan of
Merger, respectively, will (i) violate any provision of the Company Articles or
 the Company By-laws or the organization or governing documents of the Bank or
the TPS Trust or (ii) assuming that the filings, notices, consents and approvals
  referred to in Section 3.4 are duly obtained and/or made, as applicable, (x)
 violate any statute, code, ordinance, rule, regulation, judgment, order, writ,
   decree or injunction applicable to the Company or the Bank or any of their
   respective properties or assets or (y) violate, conflict with, result in a
   breach of any provision of or the loss of any benefit under, constitute a
    default (or an event which, with notice or lapse of time, or both, would
    constitute a default) under, result in the termination of or a right of
 termination or cancellation under, accelerate the performance required by, or
  result in the creation of any Lien upon any of the respective properties or
    assets of the Company or the Bank under, any of the terms, conditions or
   provisions of any material note, bond, mortgage, indenture, deed of trust,
     license, lease, agreement, or contract or other material instrument or
obligation to which the Company or the Bank is a party, or by which they or any
of their respective properties or assets may be bound, except for those that are
    either (A) not material, in the aggregate, to the business, operations,
financial condition or financial performance of the Company and the Bank, taken
    as a whole or (B) set forth in Section 3.3(b) of the Company Disclosure
Schedule. 3.4 Consents and Approvals. Except for (i) the filing of applications,
 filings and notices, as applicable, with the Board of Governors of the Federal
 Reserve System (the "Federal Reserve Board") under the BHC Act and approval of
such applications, filings and notices, (ii) the filing of applications, filings
 and notices, as applicable, with the Office of the Comptroller of the Currency
(the "OCC"), the North Carolina Commissioner of Banks (the "Commissioner"), and
the FDIC, if applicable, and approval of such applications, filings and notices,
(iii) the filing of the Articles of Merger with the Department and the Secretary
 of State and the filing of the Bank Merger Certificates, and (iv) such filings
  and approvals as are required to be made or obtained under the securities or
"Blue Sky" laws of various states in connection with the issuance of the shares
of HomeTrust Common Stock pursuant to this Agreement and for the listing of such
HomeTrust Common Stock on the Nasdaq, no consents or approvals of or filings or
   registrations with any court, administrative agency or commission or other
  governmental authority or instrumentality or SRO (as defined in Section 3.5)
    (each a "Governmental Entity") are necessary in connection with (A) the
execution and delivery by the Company of this Agreement or (B) the consummation
   by the Company of the Merger and the consummation by the Bank of the Bank
 Merger. As of the date hereof, the Company is not aware of any reason why the
  necessary regulatory approvals and consents will not be received in order to
    permit consummation of the Merger and Bank Merger on a timely basis. 3.5
 Reports. The Company and the Bank have timely filed all reports, registrations
 and statements, together with any amendments required to be made with respect
                            thereto, that they were
--------------------------------------------------------------------------------
                               [[Image Removed]]
     8 required to file since January 1, 2020 with (i) any federal or state
regulatory authority, including the OCC, the Federal Reserve Board and the FDIC,
      (ii) any foreign regulatory authority and (iii) any self- regulatory
  organization (an "SRO") ((i) - (iii) together with the Commissioner and the
  Securities and Exchange Commission (the "SEC"), collectively the "Regulatory
Agencies"), including any report, registration or statement required to be filed
pursuant to the laws, rules or regulations of the United States, any state, any
foreign entity, or any Regulatory Agency, and, to the knowledge of the Company,
  have paid all fees and assessments due and payable in connection therewith.
Except for normal examinations conducted by a Regulatory Agency in the ordinary
course of business of the Company and the Bank, to the knowledge of the Company,
   no Regulatory Agency has initiated or conducted any investigation into the
 business or operations of the Company or the Bank since January 1, 2020. There
 (i) is no material unresolved violation, criticism, or exception cited by any
   Regulatory Agency with respect to any report or statement relating to any
 examinations or inspections of the Company or the Bank, and (ii) have been no
 formal or, to the knowledge of the Company, informal inquiries by, or material
   disagreements or disputes with, any Regulatory Agency with respect to the
 business, operations, policies or procedures of the Company or the Bank since
January 1, 2020. Except for any filing made by the Company with the SEC pursuant
   to Regulation D of the Securities Act of 1933, as amended (the "Securities
 Act"), neither the Company nor the Bank has filed or furnished to the SEC any
 final registration statement, prospectus, report, schedule or definitive proxy
statement pursuant to the Securities Act or the Securities Exchange Act of 1934,
   as amended (the "Exchange Act"). 3.6 Financial Statements, Accounting and
   Internal Controls. (a) The audited consolidated balance sheets (including
related notes and schedules, if any) of the Company and the Bank as of December
      31, 2021 and 2020 and the related consolidated statements of income,
comprehensive income, changes in stockholders' equity, and cash flows (including
related notes and schedules, if any) of the Company and the Bank for each of the
two years then ended, and the unaudited consolidated balance sheet, statement of
    income and changes in stockholders' equity (including related notes and
schedules, if any) of the Company and the Bank for the three month period ended
  March 31, 2022 (collectively, the "Company Financial Statements") have been
previously made available to HomeTrust. The Company Financial Statements fairly
     present in all material respects the financial position and results of
operations of the Company and the Bank on a consolidated basis as of and for the
    respective periods ending on the dates thereof, in accordance with GAAP
  consistently applied during the periods involved, except as indicated in the
  Company Financial Statements or notes thereto and, in the case of unaudited
financial statements, subject to normal year- end adjustments (which will not be
   material individually or in the aggregate) and the lack of footnotes. The
financial and accounting books and records of the Company and the Bank have been
   maintained in all material respects in accordance with GAAP and any other
      applicable legal and accounting requirements and reflect only actual
   transactions. Crowe LLP has not resigned (or informed the Company that it
 intends to resign) or been dismissed as independent public accountants of the
Company as a result of or in connection with any disagreements with the Company
     on a matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure. (b) The call reports of the Bank and
   accompanying schedules, as filed (or to be filed) with the FDIC, for each
calendar quarter beginning with the quarter ended December 31, 2019 through the
   Closing Date (the "Bank Call Reports") have been (or will be) prepared in
   accordance in all material respects with regulatory requirements including
 applicable regulatory accounting principles and practices through the periods
 covered by such reports. (c) Neither the Company nor the Bank has incurred any
    debt, liability or obligation of any nature whatsoever (whether accrued,
            contingent, absolute or otherwise and whether due or to
--------------------------------------------------------------------------------
                               [[Image Removed]]
  9 become due) other than liabilities reflected on or reserved against in the
most  exact audited balance sheet included in the Company Financial Statements,
  except for (i) liabilities incurred since December 31, 2021 in the ordinary
  course of business consistent with past practice that, either alone or when
combined with all similar liabilities, have not had, and would not reasonably be
expected to have, a Material Adverse Effect on the Company and (ii) liabilities
   incurred for legal, accounting, financial advising fees and out-of-pocket
expenses in connection with the transactions contemplated by this Agreement. (d)
  The allowance for loan and lease losses of the Bank as reflected in the Bank
 Call Report for the quarter ended March 31, 2022, was as of such date, and the
 amount thereof contained in the financial books and records of the Bank as of
 the last day of the month immediately preceding the Closing Date will be as of
    such future date, in compliance with the Bank's existing methodology for
 determining the adequacy of its allowance for loan and lease losses as well as
 GAAP and applicable regulatory guidelines. (e) The records, systems, controls,
     data and information of the Company and the Bank are recorded, stored,
  maintained and operated under means (including any electronic, mechanical or
photographic process, whether computerized or not) that are under the exclusive
  ownership and direct control of the Company or the Bank or their accountants
     (including all means of access thereto and therefrom), except for any
  non-exclusive ownership and non-direct control that would not reasonably be
expected to have a material adverse effect on the Company's or the Bank's system
  of internal accounting controls. (f) Since January 1, 2020, (i) neither the
Company nor the Bank or, to the knowledge of the Company, any director, officer,
 or employee of the Company or the Bank has received any complaint, allegation,
    assertion or claim, whether written or oral, regarding the accounting or
 auditing practices, procedures, methodologies or methods of the Company or the
Bank or their internal accounting controls, including any complaint, allegation,
  assertion or claim that the Company or the Bank has engaged in questionable
accounting or auditing practices, and (ii) no attorney representing the Company
or the Bank, or any other person, whether or not employed by the Company or the
    Bank, has reported evidence of a violation of securities laws, breach of
 fiduciary duty or similar violation which would be material to the Company and
the Bank taken as a whole, by the Company or the Bank or any of their officers,
directors, or employees to the Board of Directors of the Company or the Bank, or
 any committee thereof, or to the knowledge of the Company, to any director or
   executive officer of the Company or the Bank. 3.7 Broker's Fees. With the
exception of the engagement of Piper Sandler & Co., neither the Company nor the
Bank nor any of their respective officers or directors has employed any broker,
  finder or financial advisor or incurred any liability for any broker's fees,
 commissions, finder's fees, or advisory or fairness opinion fees in connection
  with the Merger or the Bank Merger. The Company has previously disclosed to
    HomeTrust the estimated aggregate fees to be paid in connection with the
 engagement by the Company of Piper Sandler & Co. related to the Merger and the
 Bank Merger. 3.8 Absence of Certain Changes or Events. (a) Since December 31,
  2021, no event or events have occurred that have had or would reasonably be
 expected to have, either individually or in the aggregate, a Material Adverse
                             Effect on the Company.
--------------------------------------------------------------------------------
                               [[Image Removed]]
   10 (b) Since December 31, 2021, to the date of this Agreement, other than
    entering into this Agreement or in connection with this Agreement or the
transactions contemplated hereby, the Company and the Bank have in all material
  respects carried on their respective businesses in the ordinary course. (c)
   Except as set forth in Section 3.8(c) of the Company Disclosure Schedule,
 neither the Company nor the Bank has taken any action since December 31, 2021
   that, if taken after the date of this Agreement, would be prohibited under
 Section 5.2. 3.9 Legal Proceedings. (a) Neither the Company nor the Bank is a
     party to any, and there are no pending or, to the Company's knowledge,
   threatened, legal, administrative, arbitral or other proceedings, claims,
 actions or governmental or regulatory investigations of any nature against the
  Company or the Bank or any of their current or former directors or executive
officers in their capacities as such involving a monetary claim in excess of one
  hundred thousand dollars ($100,000) or seeking injunctive or other equitable
  relief, or challenging the validity or propriety of any of the transactions
  contemplated by this Agreement. (b) There is no injunction, order, judgment,
     decree, ruling, award or regulatory restriction (other than regulatory
restrictions of general application to banks and bank holding companies) imposed
 upon the Company, the Bank or the assets of the Company or the Bank (or that,
upon consummation of the Merger or the Bank Merger, would apply to the Surviving
  Company or the Surviving Bank) that is material to the business, operations,
financial condition or financial performance of the Company and the Bank, taken
as a whole. 3.10 Taxes and Tax Returns. (a) Each of the Company and the Bank has
    duly and timely filed (subject to applicable extensions) all Tax Returns
  required to be filed by it, and all such Tax Returns are true, correct, and
   complete in all material respects. Neither the Company nor the Bank is the
beneficiary of any extension of time within which to file any Tax Return (other
than extensions to file Tax Returns obtained in the ordinary course). All Taxes
 of the Company and the Bank (whether or not shown on any Tax Returns) that are
   due have been fully and timely paid. Each of the Company and the Bank has
     withheld and paid all Taxes required to have been withheld and paid in
 connection with amounts paid or owing to any employee, creditor, stockholder,
 independent contractor or other third party. Neither the Company nor the Bank
 has granted any extension or waiver of the limitation period applicable to any
   Tax that remains in effect. Neither the Company nor the Bank has received
   written notice of assessment or proposed assessment in connection with any
Taxes, and there are no pending or, to the knowledge of the Company, threatened
disputes, claims, audits, examinations or other proceedings regarding any Tax of
 the Company or the Bank or the assets of the Company or the Bank. The Company
 has previously made available to HomeTrust true and complete copies of all Tax
   Returns of the Company and the Bank for the past three (3) calendar years
relating to income Taxes, franchise Taxes and all other material Taxes. Neither
     the Company nor the Bank is a party to or is bound by any Tax sharing,
allocation or indemnification agreement or arrangement. Neither the Company nor
 the Bank has participated in a "reportable transaction" within the meaning of
  Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five
  years has the Company been a United States real property holding corporation
              within the meaning of Section 897(c)(2) of the Code.
--------------------------------------------------------------------------------
                               [[Image Removed]]
11 (b) During the period commencing January 1, 2018, and ending on the close of
   business on the Closing Date (the "S Period"), the Company has been an "S
  corporation" within the meaning of Section 1361(a) of the Code, and a valid
  election under Section 1362 of the Code (an "S election") has been in effect
with respect to the Company at all times for the S Period. A valid S election or
  similar election has been in effect with respect to the Company during the S
  Period in all relevant state and local jurisdictions in which the Company is
 subject to Tax and in which such election is required in order for the Company
to be treated as an "S corporation" for applicable state or local Tax purposes.
 There have been no events, transactions, securities issuances or activities of
the Company, the Bank, the Company stockholders or otherwise which would cause,
   or would have caused, the status of the Company as an S corporation to be
 subject to termination or revocation (whether purposefully or inadvertently).
   Each of the Company's stockholders has been a person described in Section
 1361(b)(1)(B) of the Code at all times that such person held shares of Company
  Common Stock during the S Period, and at no time during the S Period was any
 stockholder of the Company a non-resident alien. (c) During the S Period, the
  Bank was a qualified subchapter S subsidiary ("Q Sub") of the Company and a
 valid election under Section 1361(b)(3)(B) of the Code (a "QSub election") has
been in effect with respect to the Bank at all times for such period, and as of
   the Closing Date the Bank will be a QSub. A valid QSub election or similar
 election has been in effect with respect to the Bank during such period in all
 relevant state and local jurisdictions in which the Company is subject to Tax
and in which such election is required in order for the Bank to be treated as a
 QSub for applicable state or local Tax purposes. (d) No claim has been made in
  writing by any taxing authority in any jurisdiction where the Company or the
Bank does not file Tax Returns that the Company or the Bank, as applicable, is,
 or may be, subject to Tax by that jurisdiction. No closing agreements, private
    letter rulings, technical advice memoranda or similar rulings have been
  requested by or with respect to the Company or the Bank, or entered into or
  issued by any taxing authority with respect to the Company or the Bank. (e)
   Except as set forth in Section 3.10(e) of the Company Disclosure Schedule,
 neither the Company nor the Bank has been a member of an affiliated, combined,
consolidated or unitary Tax group for Tax purposes. Neither the Company nor the
  Bank has any liability for the Taxes of any person under Treasury Regulation
Section 1.1502-6 (or any similar provision of state, local or foreign law), as a
  transferee or successor, by contract or otherwise. (f) Provided the Closing
  occurs on or after January 1, 2023, neither the Company nor the Bank has any
potential liability for any Tax under Section 1374 of the Code and shall not be
 subject to Tax under Section 1374 of the Code in connection with the Merger or
  the Bank Merger. During the past ten (10) years, neither the Company nor the
Bank has (i) acquired assets from another corporation in a transaction in which
 the Company's Tax basis for the acquired assets was determined, in whole or in
    part, by reference to the Tax basis of the acquired assets (or any other
   property) in the hands of the transferor or (ii) acquired the stock of any
  corporation that is a QSub. (g) As used in this Agreement, the term "Tax" or
   "Taxes" means all federal, state, local, and foreign income, excise, gross
 receipts, ad valorem, profits, gains, property, capital, sales, transfer, use,
    payroll, employment, social security, medicare, severance, unemployment,
 withholding, duties, excise, windfall profits, intangibles, franchise, backup
  withholding, value added, alternative or add-on minimum, estimated and other
   taxes, charges, levies or like assessments together with all penalties and
                     additions to tax and interest thereon.
--------------------------------------------------------------------------------
                               [[Image Removed]]
   12 (h) As used in this Agreement, the term "Tax Return" means any return,
   declaration, report, claim for refund, or information return or statement
 relating to Taxes, including any schedule or attachment thereto, and including
  any amendment thereof, supplied or required to be supplied to a Governmental
 Entity. 3.11 Employees. (a) Section 3.11(a) of the Company Disclosure Schedule
  lists all material employee benefit plans (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")), whether
or not subject to ERISA, and all stock option, stock purchase, restricted stock,
      incentive, deferred compensation, retiree medical or life insurance,
 supplemental retirement, or other benefit plans, programs or arrangements, and
 all retention, bonus, employment, termination, change in control and severance
  plans, programs, arrangements or agreements, and other similar contracts or
 agreements to or with respect to which the Company, the Bank, or any trade or
 business of the Company or the Bank, whether or not incorporated, all of which
together with the Company would be deemed a "single employer" within the meaning
 of Section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of Section
   414 of the Code (each, a "Company ERISA Affiliate"), is a party or has any
current or future obligation or that are maintained, contributed to or sponsored
 by the Company, the Bank or any Company ERISA Affiliate for the benefit of any
 current or former employee, officer, director or independent contractor of the
  Company, the Bank or any Company ERISA Affiliate (all such plans, programs,
   arrangements, contracts or agreements, collectively, the "Company Benefit
  Plans"). (b) The Company has heretofore made available to HomeTrust true and
complete copies of each of the Company Benefit Plans and, if applicable, (i) all
summary plan descriptions, amendments, modifications or material supplements to
 the most  exact versions of any Company Benefit Plan, (ii) the annual reports
(Forms 5500) filed with the IRS for the last two plan years with respect to each
 Company Benefit Plan for which a Form 5500 is required to be filed, (iii) the
most recently received IRS determination or opinion letters, if any, relating to
a Company Benefit Plan, and (iv) the most recently prepared actuarial report for
   each Company Benefit Plan for each of the last two years. (c) Each Company
  Benefit Plan has been established, operated and administered in all material
  respects in accordance with its terms and the requirements of all applicable
 laws, including ERISA and the Code. Neither the Company nor the Bank has taken
   any action to take corrective action or make a filing under any voluntary
 correction program of the IRS, United States Department of Labor or any other
 Governmental Entity with respect to any Company Benefit Plan, and neither the
Company nor the Bank has any knowledge of any plan defect that would qualify for
correction under any such program. (d) Section 3.11(d) of the Company Disclosure
 Schedule identifies each Company Benefit Plan that is intended to be qualified
 under Section 401(a) of the Code (the "Company Qualified Plans"). The IRS has
issued a favorable determination letter, or an opinion letter for a prototype or
  volume submitter plan upon which the Company may rely, with respect to each
Company Qualified Plan and the related trust, which letter has not been revoked
(nor, to the knowledge of the Company, has revocation been threatened), and, to
the knowledge of the Company, there are no existing circumstances and no events
    have occurred that would reasonably be expected to adversely affect the
     qualified status of any Company Qualified Plan or the related trust or
  materially increase the costs relating thereto. No trust funding any Company
 Benefit Plan is intended to meet the requirements of Section 501(c)(9) of the
                                     Code.
--------------------------------------------------------------------------------
                               [[Image Removed]]
    13 (e) Except as set forth in Section 3.11(e) of the Company Disclosure
      Schedule, each Company Benefit Plan that is a "nonqualified deferred
compensation plan" (as defined in Section 409A(d)(1) of the Code) and any award
 thereunder, in each case that is subject to Section 409A of the Code, has (i)
 since January 1, 2005, been maintained and operated, in all material respects,
in good faith compliance with Section 409A of the Code and IRS Notice 2005-1 and
 (ii) since January 1, 2009, been, in all material respects, in documentary and
  operational compliance with Section 409A of the Code. (f) No Company Benefit
 Plan is subject to Title IV or Section 302 of ERISA. (g) None of the Company,
  the Bank or any Company ERISA Affiliate has, at any time during the last six
  years, contributed to or been obligated to contribute to any plan that is a
   "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA (a
 "Multiemployer Plan") or a plan that has two or more contributing sponsors at
 least two of whom are not under common control, within the meaning of Section
4063 of ERISA (a "Multiple Employer Plan"), and none of the Company, the Bank or
 any Company ERISA Affiliate has incurred any liability to a Multiemployer Plan
 or Multiple Employer Plan as a result of a complete or partial withdrawal (as
  those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a
Multiemployer Plan or Multiple Employer Plan. (h) Except as set forth in Section
  3.11(h) of the Company Disclosure Schedule, neither the Company nor the Bank
   sponsors, has sponsored or has any obligation with respect to any employee
benefit plan that provides for any post-employment or post-retirement health or
 medical or life insurance benefits for retired, former or current employees or
beneficiaries or dependents thereof, except as required by Section 4980B of the
 Code. (i) All contributions required to be made to any Company Benefit Plan by
applicable law or by any plan document or other contractual undertaking, and all
 premiums due or payable with respect to insurance policies funding any Company
   Benefit Plan, have been timely made or paid in full or, to the extent not
required to be made or paid, have been fully reflected on the books and records
 of the Company. (j) There are no pending or, to the knowledge of the Company,
   threatened claims (other than claims for benefits in the ordinary course),
  lawsuits or arbitrations which have been asserted or instituted, and, to the
 Company's knowledge, no set of circumstances exists which may reasonably give
 rise to a claim or lawsuit, against any Company Benefit Plan, any fiduciaries
thereof with respect to their duties to a Company Benefit Plan or the assets of
 any trust under any Company Benefit Plan which could reasonably be expected to
result in any material liability of the Company or the Bank to any Governmental
 Entity, any Multiemployer Plan, a Multiple Employer Plan, any participant in a
 Company Benefit Plan, or any other party. (k) None of the Company, the Bank or
   any Company ERISA Affiliate, or to the knowledge of the Company any other
person, including any fiduciary, has engaged in any "prohibited transaction" (as
   defined in Section 4975 of the Code or Section 406 of ERISA), which could
 subject any of the Company Benefit Plans or their related trusts, the Company,
the Bank, any Company ERISA Affiliate or any person that the Company or the Bank
has an obligation to indemnify, to any Tax or penalty imposed under Section 4975
of the Code or Section 502 of ERISA. (l) Except as set forth in Section 3.11(l)
 of the Company Disclosure Schedule, neither the execution and delivery of this
              Agreement by the Company nor the consummation of the
--------------------------------------------------------------------------------
                               [[Image Removed]]
14 Merger or the Bank Merger will (either alone or in conjunction with any other
event) result in, cause the vesting, exercisability or delivery of, or increase
  the amount or value of, any payment, right or other benefit to any employee,
   officer, director or other service provider of the Company or the Bank, or
   result in any limitation on the right of the Company or the Bank to amend,
merge, terminate or receive a reversion of assets from any Company Benefit Plan
 or related trust. Without limiting the generality of the foregoing, no amount
 paid or payable (whether in cash, in property, or in the form of benefits) by
the Company or the Bank in connection with the transactions contemplated hereby
   (either solely as a result thereof or as a result of such transactions in
 conjunction with any other event) will be an "excess parachute payment" within
the meaning of Section 280G of the Code or will not be deductible under Section
162(m) of the Code. Neither the Company nor the Bank maintains or contributes to
 a rabbi trust or similar funding vehicle, and the transactions contemplated by
this Agreement will not cause or require the Company or the Bank to establish or
 make any contribution to a rabbi trust or similar funding vehicle. No Company
 Benefit Plan provides for the gross-up or reimbursement of Taxes under Section
  4999 or 409A of the Code, or otherwise. (m) There are no pending or, to the
  Company's knowledge, threatened labor grievances or unfair labor practice or
discrimination claims or charges against the Company or the Bank, or any strikes
or other labor disputes against the Company or the Bank. Neither the Company nor
    the Bank is a party to or bound by any collective bargaining or similar
agreement with any labor organization, or work rules or practices agreed to with
any labor organization or employee association applicable to its employees and,
to the knowledge of the Company, there are no organizing efforts by any union or
other group seeking to represent any employees of the Company or the Bank. 3.12
Compliance with Applicable Law. Each of the Company and the Bank holds, and has
  at all times since January 1, 2020, held, all material licenses, franchises,
permits and authorizations necessary for the lawful conduct of its business and
 ownership of its properties, rights and assets under and pursuant to each (and
have paid all fees and assessments due and payable in connection therewith) and
   to the knowledge of the Company, no suspension or cancellation of any such
material license, franchise, permit or authorization is threatened. Each of the
Company and the Bank has complied with, and is not in default or violation under
 any, applicable law, statute, order, rule, regulation, policy and/or guideline
 of any Governmental Entity relating to it, its business, its operations or its
ownership of property and assets, including all laws related to data protection
    or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit
     Opportunity Act and Regulation B, the Fair Housing Act, the Community
 Reinvestment Act ("CRA"), the Fair Credit Reporting Act, the Truth in Lending
Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection
  Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street
Reform and Consumer Protection Act, any regulations promulgated by the Consumer
Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of
  Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the
   Real Estate Settlement Procedures Act and Regulation X, and any other law
     relating to bank secrecy, discriminatory lending, financing or leasing
  practices, money laundering prevention, Sections 23A and 23B of the Federal
 Reserve Act and all agency requirements relating to the origination, sale and
   servicing of mortgage and consumer loans, except for such non-compliances,
  violations and defaults, which in the aggregate would not be material to the
   business, operations, financial condition or financial performance of the
      Company and the Bank, taken as a whole. The Bank has a CRA rating of
 "satisfactory" or better. The Company does not have any knowledge of any facts
   or circumstances that would cause the Bank to be assigned a rating for CRA
 purposes by a Regulatory Agency of lower than "satisfactory." To the knowledge
  of the Company, there is no reasonable basis for any Governmental Entity or
 other person to assert any claim against the Company or the Bank for damages,
   penalties or other monetary relief based on any violation of law, statute,
                        order, rule, regulation, policy
--------------------------------------------------------------------------------
                               [[Image Removed]]
 15 and/or guidance of any Governmental Entity which in the aggregate would be
     material to the business, operations, financial condition or financial
     performance of the Company and the Bank taken as a whole. 3.13 Certain
Contracts. (a) Except as set forth in Section 3.13(a) of the Company Disclosure
Schedule, as of the date hereof, neither the Company nor the Bank is a party to
  or bound by any contract, arrangement, commitment or understanding (whether
 written or oral) (i) with respect to the employment of any directors, officers
 or employees, (ii) which, upon the execution or delivery of this Agreement or
   the consummation of the transactions contemplated by this Agreement, will
(either alone or upon the occurrence of any additional acts or events) result in
   any payment (whether of severance pay or otherwise) becoming due from the
Company, the Bank, the Surviving Company, or the Surviving Bank to any director,
 officer, employee or independent contractor of the Company or the Bank, (iii)
 which requires a third party to refer business to the Company or the Bank, or
requires the Company or the Bank to refer business to a third party, (iv) which
    is a "material contract" (as such term is defined in Item 601(b)(10) of
   Regulation S-K of the SEC), (v) which contains a non-compete or client or
   customer non-solicit requirement or any other provision that restricts the
conduct of any line of business by the Company or the Bank, or upon consummation
  of the Merger or the Bank Merger will restrict the ability of the Surviving
Company or the Surviving Bank to engage in any line of business, (vi) (including
any Company Benefit Plan) any of the benefits under which will be increased, or
 the vesting of the benefits under which will be accelerated, by the occurrence
 of the execution and delivery of this Agreement or the consummation of any of
  the transactions contemplated by this Agreement, or the value of any of the
benefits under which will be calculated on the basis of any of the transactions
    contemplated by this Agreement, (vii) that relates to the incurrence of
 indebtedness by the Company or the Bank (other than deposit liabilities, trade
    payables, federal funds purchased, advances and loans from the FHLB and
  securities sold under agreements to repurchase, in each case incurred in the
 ordinary course of business consistent with past practice) including any sale
   and leaseback transactions, capitalized leases and other similar financing
  transactions, (viii) that grants any right of first refusal, right of first
 offer or similar right with respect to any assets, rights or properties of the
 Company or the Bank, (ix) that involves the payment by the Company or the Bank
  of more than $100,000 per annum or $200,000 in the aggregate (other than any
such contracts which are terminable by the Company or the Bank on sixty days or
  less notice without any required payment or other conditions, other than the
 condition of notice), (x) that pertains to the leasing of real property, (xi)
that obligates the Company or the Bank to conduct business with a third party on
 an exclusive or preferential basis, (xii) with any Governmental Entity, (xiii)
that was not entered into in the ordinary course of business, (xiv) that imposes
potential recourse obligations on the Company or the Bank in connection with the
sale of loans or loan participations, (xv) for the subservicing of loans, (xvi)
that provides for contractual indemnification to any director, officer, employee
   or independent contractor of the Company or the Bank or (xvii) that would
  prevent, materially delay or materially impede the ability of the Company to
consummate the Merger or the Bank to consummate the Bank Merger. Each contract,
 arrangement, commitment or understanding of the type described in this Section
    3.13(a), whether or not set forth in the Company Disclosure Schedule, is
referred to herein as a "Company Contract." (b) To the knowledge of the Company,
 (i) each Company Contract is valid and binding on the Company or the Bank, as
  applicable, and in full force and effect, (ii) the Company and the Bank have
  each performed all material obligations required to be performed by it under
   each Company Contract, (iii) each third-party counterparty to each Company
 Contract has performed all material obligations required to be performed by it
               under such Company Contract, and (iv) no event or
--------------------------------------------------------------------------------
                               [[Image Removed]]
16 condition exists which constitutes or, after notice or lapse of time or both,
will constitute, a material default on the part of the Company or the Bank under
any such Company Contract. 3.14 Agreements with Regulatory Agencies. Neither the
   Company nor the Bank is subject to any cease-and-desist or other order or
 enforcement action issued by, or is a party to any written agreement, consent
 agreement or memorandum of understanding with, or is a party to any commitment
letter or similar undertaking to, or is subject to any order or directive by, or
has been ordered to pay any civil money penalty by, or has been since January 1,
2020, a recipient of any supervisory letter from, or since January 1, 2020, has
    adopted any policies, procedures or board resolutions at the request or
suggestion of, any Regulatory Agency or other Governmental Entity, in each case
that currently restricts in any material respect the conduct of its business or
that in any manner currently relates to its capital adequacy, its ability to pay
    dividends, its credit or risk management policies, its management or its
 business (each, whether or not set forth in the Company Disclosure Schedule, a
 "Company Regulatory Agreement"), nor has the Company or the Bank been advised
  since January 1, 2020, by any Regulatory Agency or other Governmental Entity
that it is considering issuing, initiating, ordering, or requesting any such the
  Company Regulatory Agreement. 3.15 Risk Management Instruments. All interest
 rate swaps, caps, floors, option agreements, futures and forward contracts and
other similar derivative transactions and risk management arrangements, whether
entered into for the account of the Company or the Bank or for the account of a
customer of the Company or the Bank or relating to a Loan (as defined in Section
 3.25), were entered into in the ordinary course of business and in accordance
  with applicable rules, regulations and policies of any Regulatory Agency and
   with counterparties believed to be financially responsible at the time and
     (assuming due authorization, execution and delivery by the applicable
  counterparty) are legal, valid and binding obligations of the Company or the
 Bank enforceable in accordance with their terms, subject to the Enforceability
Exception, and are in full force and effect. The Company and the Bank have duly
performed in all material respects all of their material obligations thereunder
    to the extent that such obligations to perform have accrued, and, to the
 Company's knowledge, there are no material breaches, violations or defaults or
 allegations or assertions of such by any party thereunder. All risk management
    instruments in effect on the date of this Agreement for the account of a
  customer or relating to a Loan are set forth in Section 3.15 of the Company
  Disclosure Schedule. 3.16 Environmental Matters. Each of the Company and the
 Bank is in compliance, and has complied with all federal, state or local laws,
  regulations, orders, decrees, permits, authorizations, common law or agency
requirements relating to: (i) the protection or restoration of the environment,
   health and safety as it relates to hazardous substance exposure or natural
    resource damages, (ii) the handling, use, presence, disposal, release or
threatened release of, or exposure to, any hazardous substance, and (iii) noise,
odor, wetlands, indoor air, pollution, contamination or any injury to persons or
property from exposure to any hazardous substance (collectively, "Environmental
 Laws"), except for such non-compliance that has not had and would not, either
  individually or in the aggregate, be reasonably expected to have a Material
 Adverse Effect on the Company. There are no legal, administrative, arbitral or
 other proceedings, claims or actions or, to the knowledge of the Company, any
 private environmental investigations or remediation activities or governmental
  investigations of any nature seeking to impose, or that could reasonably be
    expected to result in the imposition, on the Company or the Bank of any
liability or obligation in excess of five hundred thousand dollars ($500,000) in
   the aggregate arising under any Environmental Law. To the knowledge of the
Company, there is no reasonable basis for any such proceeding, claim, action or
 governmental investigation. Neither the Company nor the Bank is subject to any
agreement, order, judgment, decree, letter agreement or memorandum of agreement
                 by or with any court, governmental authority,
--------------------------------------------------------------------------------
                               [[Image Removed]]
 17 regulatory agency or third party imposing any liability or obligation under
any Environmental Law. To the knowledge of the Company, there are no underground
   storage tanks located at any Company Owned Property (as defined in Section
3.18). 3.17 Investment Securities, Commodities and BOLI. (a) Each of the Company
   and the Bank has good title to all securities and commodities owned by it
  (except those sold under repurchase agreements), free and clear of any Lien,
except to the extent such securities or commodities are pledged in the ordinary
   course of business to secure obligations of the Company or the Bank. Such
securities and commodities are valued on the books of the Company in accordance
 with GAAP. (b) The Company and the Bank and their respective businesses employ
    investment, securities, commodities, risk management and other policies,
practices and procedures that the Company believes are reasonable in the context
 of such businesses. Prior to the date of this Agreement, the Company has made
  available to HomeTrust such policies, practices and procedures. (c) Section
   3.17(c) of the Company Disclosure Schedule sets forth a true, correct and
complete list of all bank owned life insurance ("BOLI") owned by the Company or
 the Bank, including the cash surrender value of its BOLI. The Company and the
    Bank have taken all actions (and obtained all employee written consents)
 necessary to comply in all material respects with applicable law in connection
with the purchase and maintenance of its BOLI. The value of such BOLI is fairly
   and accurately reflected in the most  exact balance sheet included in the
  Company Financial Statements in accordance with GAAP. Except as set forth in
   Section 3.17(c) of the Company Disclosure Schedule, all BOLI set forth in
   Section 3.17(c) of the Company Disclosure Schedule is owned solely by the
 Company or the Bank, no other person has any ownership claims with respect to
   such BOLI or proceeds of insurance derived therefrom and there is no split
dollar or similar benefit under such BOLI. Neither the Company nor the Bank has
   any outstanding borrowings secured in whole or part by its BOLI. 3.18 Real
 Property. The Company or the Bank (a) has good and marketable title to all the
real property reflected in the most  exact audited balance sheet included in the
   Company Financial Statements as being owned by the Company or the Bank or
acquired after the date thereof (except properties sold or otherwise disposed of
 since the date thereof in the ordinary course of business) (the "Company Owned
 Properties"), free and clear of all Liens, except (i) statutory Liens securing
    payments not yet due, (ii) Liens for real property Taxes not yet due and
payable, (iii) easements, rights of way, and other similar encumbrances that do
   not materially affect the value or use of the properties or assets subject
 thereto or affected thereby or otherwise materially impair business operations
  at such properties and (iv) such imperfections or irregularities of title or
 Liens as do not materially affect the value or use of the properties or assets
  subject thereto or affected thereby or otherwise materially impair business
operations at such properties (collectively, "Permitted Encumbrances"), and (b)
 except as set forth in Section 3.18 of the Company Disclosure Schedule, is the
lessee of all real estate leasehold estates reflected in the most  exact audited
 financial statements included in such Company Financial Statements or acquired
  after the date thereof (except for leases that have terminated or expired by
   their terms since the date thereof) (the "Company Leased Properties" and,
 collectively with the Company Owned Properties, the "Company Real Property"),
   free and clear of all Liens of any nature whatsoever, except for Permitted
  Encumbrances, and is in possession of the properties purported to be leased
thereunder, and each such lease is valid without any material default thereunder
 by the lessee or, to the Company's knowledge, the lessor. There are no pending
or, to the knowledge of the Company, threatened condemnation proceedings against
               any Company Real Property. To the knowledge of the
--------------------------------------------------------------------------------
                               [[Image Removed]]
 18 Company, none of the buildings, structures or other improvements located on
any Company Real Property encroaches upon or over any adjoining real property or
 any easement or right-of-way. 3.19 Intellectual Property. Each of the Company
 and the Bank owns, or is licensed to use (in each case, free and clear of any
 Liens), all Intellectual Property necessary for the conduct of its business as
   currently conducted. Except as would not reasonably be expected to have a
  Material Adverse Effect on the Company: (i) (A) the use of any Intellectual
    Property by the Company or the Bank does not infringe, misappropriate or
 otherwise violate the rights of any person or entity and is in accordance with
 any applicable license pursuant to which the Company or the Bank acquired the
right to use any Intellectual Property and (B) no person or entity has asserted
   in writing that the Company or the Bank has infringed, misappropriated or
 otherwise violated the Intellectual Property rights of such person or entity,
   (ii) no person or entity is, to the knowledge of the Company, challenging,
 infringing on or otherwise violating any right of the Company or the Bank with
respect to any Intellectual Property owned by and/or licensed to the Company or
 its Subsidiaries, and (iii) neither the Company nor the Bank has received any
 written notice of any pending claim with respect to any Intellectual Property
   owned by the Company or the Bank, and the Company and the Bank have taken
   commercially reasonable actions to avoid the abandonment, cancellation or
 unenforceability of all Intellectual Property owned or licensed, respectively,
   by the Company and the Bank. For purposes of this Agreement, "Intellectual
 Property" means trademarks, service marks, brand names, internet domain names,
   logos, symbols, certification marks, trade dress and other indications of
  origin, the goodwill associated with the foregoing and registrations in any
     jurisdiction of, and applications in any jurisdiction to register, the
    foregoing, including any extension, modification or renewal of any such
    registration or application; inventions, discoveries and ideas, whether
   patentable or not, in any jurisdiction; patents, applications for patents
     (including divisions, continuations, continuations in part and renewal
    applications), all improvements thereto, and any renewals, extensions or
reissues thereof, in any jurisdiction; nonpublic information, trade secrets and
know-how, including processes, technologies, protocols, formulae, prototypes and
  confidential information and rights in any jurisdiction to limit the use or
      disclosure thereof by any person; writings and other works, whether
   copyrightable or not and whether in published or unpublished works, in any
 jurisdiction; registrations or applications for registration of copyrights in
  any jurisdiction, and any renewals or extensions thereof; computer programs,
   whether in source code or object code form (including any and all software
 implementation algorithms), databases and compilations (including any and all
    data and collections of data); and any similar intellectual property or
  proprietary rights. 3.20 Related Party Transactions. Except as set forth in
 Section 3.20 of the Company Disclosure Schedule, there are no transactions or
series of related transactions, agreements, arrangements or understandings, nor
are there any currently proposed transactions or series of related transactions,
  between the Company or the Bank, on the one hand, and any current or former
director or "executive officer" (as defined in Rule 3b-7 under the Exchange Act)
 of the Company or the Bank or any person who beneficially owns (as defined in
Rules 13d-3 and 13d-5 of the Exchange Act) 5% or more of the outstanding Company
 Common Stock (or any of such person's immediate family members or affiliates),
on the other hand, except those of a type available to employees of the Company
or the Bank generally or those related to compensation solely resulting from an
  employment relationship. 3.21 State Takeover Laws. Either this Agreement and
 Merger are exempt from, or the Board of Directors of the Company has approved
    this Agreement and the Merger as required to render inapplicable to this
Agreement and the Merger, the restrictions on "business combinations" set forth
--------------------------------------------------------------------------------
                               [[Image Removed]]
19 in any "moratorium," "control share," "fair price," "takeover" or "interested
stockholder" law (any such laws, "Takeover Statutes") applicable to the Company.
3.22 Reorganization. Neither the Company nor the Bank has taken any action or is
 aware of any fact or circumstance that would reasonably be expected to prevent
 the Merger or the Bank Merger from qualifying as a "reorganization" within the
  meaning of Section 368(a) of the Code. 3.23 Reserved. 3.24 Data Privacy. The
  Company and the Bank have in place data protection and privacy policies and
procedures believed reasonable by the Company to protect, safeguard and maintain
the confidentiality, integrity and security of (i) their information technology
  systems and (ii) all information, data and transactions stored or contained
 therein or transmitted thereby, including personally identifiable information,
 financial information, and credit card data (as such information or terms, are
     defined and/or regulated under applicable laws, statues, order, rules,
regulations, policies, agreements, and guidelines of any Governmental Entity or
 Regulatory Agency) ("Company Data"), against any unauthorized or improper use,
access, transmittal, interruption, modification or corruption, except where the
failure to have in place such policies and procedures has not had and would not,
   either individually or in the aggregate, reasonably be expected to have a
    Material Adverse Effect on the Company. The Company and the Bank are in
 compliance with applicable federal and state confidentiality and data security
laws, statutes, orders, rules, regulations, policies, agreements, and guidelines
    of any Governmental Entity or Regulatory Agency including Title V of the
Gramm-Leach- Bliley Act of 1999 and regulations promulgated thereunder, as well
  as the provisions of the information security program adopted by the Company
   and/or the Bank pursuant to 12 C.F.R. Part 364, and all industry standards
  applicable to Company Data, including card association rules and the payment
   card industry data security standards, except where such failure to be in
 compliance has not had and would not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company. Except
     as has not had and would not, either individually or in the aggregate,
 reasonably be expected to have a Material Adverse Effect on the Company, there
currently are not any, and since January 1, 2020, have not been any, pending or,
 to the knowledge of the Company, threatened, claims or written complaints with
respect to unauthorized access to or breaches of the security of (i) any of the
 Company's or the Bank's information technology systems or (ii) Company Data or
 any other such information collected, maintained or stored by or on behalf of
 the Company and the Bank (or any unlawful acquisition, use, loss, destruction,
    compromise or disclosure thereof). See also, Section 3.24 of the Company
 Disclosure Schedule. 3.25 Loan Portfolio. (a) As of the date hereof, except as
  set forth in Section 3.25(a) of the Company Disclosure Schedule, neither the
Company nor the Bank is a party to any written or oral (i) loan, loan agreement,
     note or borrowing arrangement (including leases, credit enhancements,
commitments, guarantees and interest-bearing assets) (collectively, "Loans") in
which the Company or the Bank is a creditor and which, as of June 30, 2022, had
     an outstanding principal balance of two hundred fifty thousand dollars
  ($250,000) or more and was over ninety days or more delinquent in payment of
 principal or interest, or (ii) Loans with any director or executive officer of
  the Company or the Bank or with any holder of 5% or more of the outstanding
 Company Common Stock, or to the knowledge of the Company, any affiliate of any
    of the foregoing. Set forth in Section 3.25(a) of the Company Disclosure
 Schedule is a correct and complete list of (A) all of the Loans of the Company
and the Bank that, as of June 30, 2022, were classified by the Company as "Other
   Loans Specially Mentioned," "Special Mention," "Substandard," "Doubtful,"
                "Loss," "Classified," "Criticized," "Credit Risk
--------------------------------------------------------------------------------
                               [[Image Removed]]
20 Assets," "Concerned Loans," "Watch List" or words of similar import, together
 with the principal amount of and accrued and unpaid interest on each such Loan
    and the identity of the borrower thereunder, together with the aggregate
principal amount of such Loans by category of Loan (e.g., commercial, consumer,
etc.), and (B) each asset of the Company or the Bank that, as of June 30, 2022,
 was classified as "Other Real Estate Owned" and the book value thereof. (b) To
the Company's knowledge, each Loan of the Company and the Bank (i) is evidenced
  by notes, agreements or other evidences of indebtedness that are genuine and
what they purport to be, (ii) to the extent carried on the books and records of
the Company or the Bank as a secured Loan, has been secured by valid mortgages,
  pledges, security interests, restrictions, claims, liens or encumbrances, as
applicable, which have been perfected and (iii) is the legal, valid and binding
  obligation of the obligor named therein, enforceable in accordance with its
   terms, subject to the Enforceability Exception. (c) Except as would not be
reasonably expected to result in a material liability or loss to the Company and
the Bank taken as a whole, the outstanding Loans originated, administered and/or
    serviced by the Company or the Bank were originated, administered and/or
  serviced, by the Company or the Bank, and the relevant Loan files are being
 maintained, in all material respects, in accordance with the relevant notes or
 other credit or security documents, the written underwriting standards of the
Company or the Bank (and, in the case of Loans held for resale to investors, the
   underwriting standards, if any, of the applicable investors) and with all
 applicable federal, state and local laws, regulations and rules. (d) Except as
 would not be reasonably expected to result in a material liability or loss to
the Company and the Bank taken as a whole, with respect to Loans serviced by the
 Company or the Bank on behalf of others: (i) such Loans have been serviced and
    administered in all material respects in accordance with all applicable
  guidelines, relevant laws and investor requirements, (ii) there have been no
repurchases of any such Loans or losses incurred with respect to any such Loans
 during the past two years, and (iii) the fair value of the mortgage servicing
    rights associated with such Loans in the Company Financial Statements is
  reflected net of a reserve believed adequate by the Company for future loss
  exposure of the Company and the Bank relating to such Loans. (e) None of the
agreements pursuant to which the Company or the Bank has sold Loans or pools of
  Loans or participations in Loans contains any obligation to repurchase such
Loans or interests therein except for breaches of representations and warranties
with respect thereto. (f) There are no outstanding Loans made by the Company or
  the Bank to any "executive officer" or other "insider" (as each such term is
defined in Regulation O promulgated by the Federal Reserve Board) of the Company
    or the Bank, other than Loans that are subject to and that were made and
continue to be in compliance with Regulation O or that are exempt therefrom. (g)
   Except as set forth in Section 3.25(g) of the Company Disclosure Schedule,
  neither the Company nor the Bank is now, nor has been since January 1, 2020,
     subject to any fine, suspension, settlement or other contract or other
 administrative agreement or sanction by, or any reduction in any loan purchase
 commitment from, any Governmental Entity relating to the origination, sale or
 servicing of mortgage or consumer Loans. (h) As to each Loan that is secured,
whether in whole or in part, by a guaranty of the Small Business Administration
or any other Governmental Entity, such guaranty is believed to be in full force
  and effect, and will remain in full force and effect following the Effective
                                  Time and the
--------------------------------------------------------------------------------
                               [[Image Removed]]
21 consummation of the Bank Merger, in each case, without any further action by
 the Company or the Bank subject to the Bank's fulfilling its obligations under
 the agreement with the Small Business Administration that arise after its date
  hereof. 3.26 Insurance. The Company and the Bank are insured with reputable
insurers against such risks and in such amounts as the management of the Company
 has determined to be appropriate, and the Company and the Bank are in material
compliance with their insurance policies and are not in default under any of the
terms thereof. Each such policy is outstanding and in full force and effect and,
    except for policies insuring against potential liabilities of officers,
 directors and employees of the Company and the Bank (or as otherwise disclosed
pursuant to Section 3.17(c) with respect to split- dollar or similar policies),
 the Company or the Bank is the sole beneficiary of such policies. All premiums
  and other payments due under any such policy have been paid, and all claims
thereunder have been filed in a due and timely fashion. 3.27 Fiduciary Business.
Neither the Company nor the Bank engages in business as a fiduciary. 3.28 Books
and Records. The corporate record books (in all material respects) and the stock
  record books (in all respects) of the Company and the Bank are complete and
   reflect all material meetings, consents, and other actions of the board of
  directors and stockholders of the Company and the Bank, and all transactions
  relating to the capital stock in such entities. 3.29 Indemnification. To the
knowledge of the Company, no action or failure to take action by any present or
   former director, officer, employee or agent of the Company or the Bank has
      occurred which would  supply rise to a claim by any such individual for
 indemnification from the Company or the Bank. 3.30 No Other Representations or
  Warranties. Except for the representations and warranties contained in this
Article III (including the related portions of the Company Disclosure Schedule),
 neither the Company nor any other person on behalf of the Company has made or
     makes, or shall be deemed to have made or make, any express or implied
   representation or warranty, either written or oral, with respect to or in
 connection with this Agreement or any of the transactions contemplated hereby,
or otherwise. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF HOMETRUST Except (i)
 as disclosed in the disclosure schedule delivered by HomeTrust to the Company
concurrently herewith (the "HomeTrust Disclosure Schedule"); provided, that (a)
   no item is required to be set forth as an exception to a representation or
   warranty if its absence would not result in the related representation or
warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in
    the HomeTrust Disclosure Schedule as an exception to a representation or
warranty shall not be deemed an admission by HomeTrust that such item represents
   a material exception or fact, event or circumstance, a material impact to
 HomeTrust and HomeTrust Bank taken as a whole, or that such item is reasonably
likely to result in a Material Adverse Effect, and (c) any disclosures made with
  respect to a section of Article IV shall be deemed to qualify (1) any other
section of Article IV specifically referenced or cross-referenced and (2) other
   sections of Article IV to the extent it is reasonably apparent on its face
 (notwithstanding the absence of a specific cross reference) from a  studying of
 the disclosure that such disclosure applies to such other sections or (ii) as
                                disclosed in any
--------------------------------------------------------------------------------
                               [[Image Removed]]
    22 HomeTrust Reports (as defined in Section 4.12) filed with the SEC by
  HomeTrust prior to the date hereof (but disregarding risk factor disclosures
  contained under the heading "Risk Factors," any "forward-looking statements"
  disclosures or disclaimers, and any other statements or disclosures that are
similarly non-specific or that are cautionary, predictive or forward-looking in
nature), HomeTrust hereby represents and warrants to the Company as follows: 4.1
 Corporate Organization. (a) HomeTrust is a corporation duly organized, validly
 existing and in good standing under the laws of the State of Maryland and is a
 financial holding company duly registered under the BHC Act. HomeTrust has the
 corporate power and authority to own or lease all of its properties and assets
and to carry on its business as it is now being conducted, and is duly licensed
  or qualified to do business in each jurisdiction in which the nature of the
  business conducted by it or the character or location of the properties and
 assets owned or leased by it makes such licensing or qualification necessary,
   except where the failure to be so licensed or qualified would not, either
  individually or in the aggregate, reasonably be expected to have a Material
    Adverse Effect on HomeTrust. True and complete copies of the articles of
    incorporation of HomeTrust (the "HomeTrust Articles") and the by-laws of
    HomeTrust (the "HomeTrust By-laws"), as in effect as of the date of this
Agreement, have previously been made available by HomeTrust to the Company. (b)
  HomeTrust Bank, as of the date of this Agreement, is the only Subsidiary of
HomeTrust and (i) is duly organized and validly existing under the laws of North
   Carolina, (ii) is duly qualified to do business and, where such concept is
   recognized under applicable law, is in good standing in all jurisdictions
  (whether federal, state, local or foreign) where its ownership or leasing of
 property or the conduct of its business requires it to be so qualified and in
  which the failure to be so qualified or in good standing would reasonably be
   expected to have a Material Adverse Effect on HomeTrust, and (iii) has all
 requisite power and authority to own or lease its properties and assets and to
carry on its business as now conducted. There are no restrictions on the ability
    of HomeTrust Bank to pay dividends or distributions except for statutory
restrictions on dividends or distributions generally applicable to all entities
 of the same type and for restrictions on dividends or distributions imposed by
 Regulatory Agencies. The deposit accounts of HomeTrust Bank are insured by the
FDIC through the Deposit Insurance Fund to the fullest extent permitted by law,
 all premiums and assessments required to be paid in connection therewith have
been paid when due, and no proceedings for the termination of such insurance are
 pending or threatened. Except as set forth in Section 4.1(b) of the HomeTrust
  Disclosure Schedule, neither HomeTrust nor HomeTrust Bank owns any equity or
profit-and-loss interest in any business enterprise, corporation, partnership or
  joint venture, limited liability company, association, joint-stock company,
  business trust or unincorporated organization, other than readily marketable
securities, securities available-for-sale in its investment portfolio, stock in
    the FHLB, stock in the Federal Reserve Bank of Richmond, and HomeTrust's
 ownership of all of the outstanding capital stock of HomeTrust Bank. HomeTrust
  Bank is a state chartered member bank whose primary federal regulator is the
 Federal Reserve Board. True and complete copies of the charter and by-laws of
HomeTrust Bank, as in effect on the date of this Agreement, have previously been
     made available by HomeTrust to the Company. 4.2 Capitalization (a) The
authorized capital stock of HomeTrust consists of 60,000,000 shares of HomeTrust
Common Stock and 10,000,000 shares of preferred stock, $0.01 value per share, of
which no shares of preferred stock are issued or outstanding. As of the date of
                           this Agreement, there are
--------------------------------------------------------------------------------
                               [[Image Removed]]
   23 (i) 15,602,966 shares of HomeTrust Common Stock issued and outstanding,
    including 135,910 shares of HomeTrust Common Stock granted in respect of
  outstanding awards of restricted HomeTrust Common Stock under the HomeTrust
 Stock Plans (as defined below) (a "HomeTrust Restricted Stock Award"), (ii) 0
shares of HomeTrust Common Stock held as treasury stock, (iii) 917,370 shares of
 HomeTrust Common Stock reserved for issuance upon the exercise of outstanding
  stock options to purchase shares of HomeTrust Common Stock granted under the
   HomeTrust Stock Plans ("HomeTrust Stock Options"), (iv) 99,647` shares of
HomeTrust Common Stock reserved for issuance pursuant to future grants under the
HomeTrust Stock Plans, and (v) no other shares of capital stock or other voting
 securities of HomeTrust issued, reserved for issuance or outstanding. As used
 herein, the "HomeTrust Stock Plans" means all employee and/or director equity
incentive plans of HomeTrust in effect as of the date of this Agreement. All of
   the issued and outstanding shares of HomeTrust Common Stock have been duly
  authorized and validly issued and are fully paid, nonassessable and free of
    preemptive rights, with no personal liability attaching to the ownership
 thereof. As of the date of this Agreement, there are no (A) bonds, debentures,
notes or other indebtedness that have the right to vote on any matters on which
 stockholders of HomeTrust may vote or (B) trust preferred or subordinated debt
 securities of HomeTrust or HomeTrust Bank or affiliates issued or outstanding.
 Other than HomeTrust Stock Options issued prior to the date of this Agreement,
   as of the date of this Agreement, there are no outstanding subscriptions,
 options, warrants, puts, calls, rights, exchangeable or convertible securities
  or other commitments or agreements obligating HomeTrust to issue, transfer,
 sell, purchase, redeem or otherwise acquire, any of its capital stock or other
securities. There are no voting trusts, shareholder agreements, proxies or other
  agreements in effect with respect to the voting or transfer of the HomeTrust
     Common Stock. Other than the HomeTrust Stock Options and the HomeTrust
 Restricted Stock Awards set forth above, no equity-based awards (including any
cash awards where the amount of payment is determined in whole or in part based
     on the price of any capital stock of HomeTrust or HomeTrust Bank) are
outstanding on the date of this Agreement. (b) HomeTrust owns all of the issued
and outstanding shares of capital stock of HomeTrust Bank, free and clear of any
  Liens, and all of such shares and equity securities are duly authorized and
   validly issued and are fully paid, nonassessable (except, with respect to
HomeTrust Bank, as provided under applicable law) and free of preemptive rights,
  with no personal liability attaching to the ownership thereof. There are no
  outstanding subscriptions, options, warrants, calls, rights, commitments or
 agreements of any character calling for the purchase or issuance of any shares
     of capital stock or any other equity security of HomeTrust Bank or any
securities representing the right to purchase or otherwise receive any shares of
capital stock or any other equity security of HomeTrust Bank. 4.3 Authority; No
 Violation. (a) HomeTrust has full corporate power and authority to execute and
 deliver this Agreement and to consummate the transactions contemplated hereby.
 The execution and delivery of this Agreement by HomeTrust and the consummation
 by HomeTrust of the Merger have been duly and validly approved by the Board of
Directors of HomeTrust and no other corporate action on the part of HomeTrust is
 necessary to approve this Agreement or the Merger. True and complete copies of
 resolutions of the Board of Directors approving this Agreement and the Merger
have been previously made available by HomeTrust to the Company. This Agreement
has been duly and validly executed and delivered by HomeTrust and (assuming due
 authorization, execution and delivery by the Company) constitutes a valid and
  binding obligation of HomeTrust, enforceable against HomeTrust in accordance
 with its terms (except as enforceability may be limited by the Enforceability
Exception). The shares of HomeTrust Common Stock to be issued in the Merger have
                     been duly and validly authorized and,
--------------------------------------------------------------------------------
                               [[Image Removed]]
  24 when issued, will be validly issued, fully paid and nonassessable, and no
 current or past stockholder of HomeTrust has or will have any preemptive right
or similar rights in respect thereof. (b) Neither the execution and delivery of
 this Agreement by HomeTrust or the Bank Plan of Merger by HomeTrust Bank, nor
  the consummation of the Merger by HomeTrust or the Bank Merger by HomeTrust
 Bank, nor compliance by HomeTrust or HomeTrust Bank with any of the terms and
provisions of this Agreement or the Bank Plan of Merger, respectively, will (i)
  violate any provision of the HomeTrust Articles or HomeTrust By-laws or the
    charter or by-laws of HomeTrust Bank, or (ii) assuming that the filings,
  notices, consents and approvals referred to in Section 4.4 are duly obtained
  and/or made, as applicable, (x) violate any statute, code, ordinance, rule,
regulation, judgment, order, writ, decree or injunction applicable to HomeTrust,
 HomeTrust Bank or any of their respective properties or assets or (y) violate,
conflict with, result in a breach of any provision of or the loss of any benefit
under, constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of or a right
of termination or cancellation under, accelerate the performance required by, or
  result in the creation of any Lien upon any of the respective properties or
  assets of HomeTrust or HomeTrust Bank under, any of the terms, conditions or
   provisions of any material note, bond, mortgage, indenture, deed of trust,
 license, lease, agreement, contract or other material instrument or obligation
  to which HomeTrust or HomeTrust Bank is a party, or by which they or any of
 their respective properties or assets may be bound, except for those that are
not material, in the aggregate, to the business, operations, financial condition
or financial performance of HomeTrust and HomeTrust Bank, taken as a whole. 4.4
Consents and Approvals. Except for the filings, notices, consents and approvals
  referred to in Section 3.4 hereof, no consents or approvals of or filings or
registrations with any Governmental Entity are necessary in connection with (i)
     the execution and delivery by HomeTrust of this Agreement or (ii) the
 consummation by HomeTrust of the Merger and the consummation by HomeTrust Bank
of the Bank Merger. As of the date hereof, HomeTrust is not aware of any reason
  why the necessary regulatory approvals and consents will not be received in
 order to permit consummation of the Merger and Bank Merger on a timely basis.
    4.5 Reports. HomeTrust and HomeTrust Bank have timely filed all reports,
 registrations and statements, together with any amendments required to be made
with respect thereto, that they were required to file since January 1, 2020 with
    any Regulatory Agencies, including any report, registration or statement
 required to be filed pursuant to the laws, rules or regulations of the United
  States, any state, any foreign entity, or any Regulatory Agency, and, to the
 knowledge of HomeTrust, have paid all fees and assessments due and payable in
 connection therewith. Except for normal examinations conducted by a Regulatory
 Agency in the ordinary course of business of HomeTrust and HomeTrust Bank, to
the knowledge of HomeTrust, no Regulatory Agency has initiated or conducted any
  investigation into the business or operations of HomeTrust or HomeTrust Bank
since January 1, 2020. There (i) is no material unresolved violation, criticism,
   or exception cited by any Regulatory Agency with respect to any report or
statement relating to any examinations or inspections of HomeTrust or HomeTrust
 Bank, and (ii) have been no formal or, to the knowledge of HomeTrust, informal
inquiries by, or material disagreements or disputes with, any Regulatory Agency
with respect to the business, operations, policies or procedures of HomeTrust or
                     HomeTrust Bank since January 1, 2020.
--------------------------------------------------------------------------------
                               [[Image Removed]]
25 4.6 Financial Statements, Accounting and Internal Controls. (a) The financial
    statements of HomeTrust and HomeTrust Bank included (or incorporated by
    reference) in the HomeTrust Reports (including the related notes, where
 applicable) (i) have been prepared from, and are in accordance with, the books
and records of HomeTrust and HomeTrust Bank, (ii) fairly present in all material
respects the consolidated results of operations, changes in stockholders' equity
  and consolidated financial position of HomeTrust and HomeTrust Bank for the
   respective fiscal periods or as of the respective dates therein set forth
   (subject in the case of unaudited statements to year-end audit adjustments
 normal in nature and amount and the lack of footnotes), (iii) complied, as of
  their respective dates of filing with the SEC, in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto, and (iv) have been prepared in accordance with
GAAP consistently applied during the periods involved, except, in each case, as
    indicated in such statements or in the notes thereto. The financial and
accounting books and records of HomeTrust and HomeTrust Bank have been, and are
being, maintained in all material respects in accordance with GAAP and any other
      applicable legal and accounting requirements and reflect only actual
 transactions. FORVIS, LLP (formerly Dixon Hughes Goodman LLP) has not resigned
     (or informed HomeTrust that it intends to resign) or been dismissed as
independent public accountants of HomeTrust as a result of or in connection with
    any disagreements with HomeTrust on a matter of accounting principles or
 practices, financial statement disclosure or auditing scope or procedure. (b)
Neither HomeTrust nor HomeTrust Bank has any liability of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether due or to become
 due) that is required to be reflected on an audited balance sheet or the notes
 thereto in accordance with GAAP other than those reflected on the consolidated
balance sheet of HomeTrust and its Subsidiaries (or the notes thereto) included
 in HomeTrust's Annual Report on Form 10-K for the year ended June 30, 2021 and
   for liabilities incurred thereafter none of which, individually or in the
 aggregate, have had or could reasonably be expected to have a Material Adverse
Effect on HomeTrust. (c) The records, systems, controls, data and information of
HomeTrust and HomeTrust Bank are recorded, stored, maintained and operated under
  means (including any electronic, mechanical or photographic process, whether
 computerized or not) that are under the exclusive ownership and direct control
  of HomeTrust or HomeTrust Bank or their accountants (including all means of
   access thereto and therefrom), except for any non-exclusive ownership and
  non-direct control that would not reasonably be expected to have a material
   adverse effect on HomeTrust's (or any HomeTrust Bank's) system of internal
 controls. HomeTrust (x) has implemented and maintains disclosure controls and
  procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that
material information relating to HomeTrust, including its Subsidiaries, is made
    known to the Chief Executive Officer and the Chief Financial Officer of
    HomeTrust by others within those entities as appropriate to allow timely
decisions regarding required disclosures and to make the certifications required
by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, and (y)
has disclosed, based on its most  exact evaluation prior to the date hereof, to
  HomeTrust's outside auditors and the audit committee of HomeTrust's Board of
Directors (i) any significant deficiencies and material weaknesses in the design
 or operation of internal control over financial reporting (as defined in Rule
 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect
     HomeTrust's ability to record, process, summarize and report financial
    information, and (ii) any fraud, whether or not material, that involves
    management or other employees who have a significant role in HomeTrust's
   internal controls over financial reporting. These disclosures were made in
writing by management to HomeTrust's auditors and audit committee and a copy has
                     previously been made available to the
--------------------------------------------------------------------------------
                               [[Image Removed]]
26 Company. There is no reason to believe that HomeTrust's outside auditors and
its Chief Executive Officer and Chief Financial Officer will not be able to give
     the certifications and attestations required pursuant to the rules and
 regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without
 qualification, when next due. (d) Since January 1, 2020, (i) neither HomeTrust
 nor HomeTrust Bank, or, to the knowledge of HomeTrust, any director, officer,
   auditor, accountant or representative of HomeTrust or HomeTrust Bank, has
 received or otherwise had or obtained knowledge of any complaint, allegation,
    assertion or claim, whether written or oral, regarding the accounting or
    auditing practices, procedures, methodologies or methods of HomeTrust or
 HomeTrust Bank or their internal accounting controls, including any complaint,
 allegation, assertion or claim that HomeTrust or HomeTrust Bank has engaged in
questionable accounting or auditing practices, and (ii) no attorney representing
  HomeTrust or HomeTrust Bank, or any other person, whether or not employed by
 HomeTrust or HomeTrust Bank, has reported evidence of a material violation of
  securities laws, breach of fiduciary duty or similar violation of banking or
 other laws by HomeTrust or HomeTrust Bank or any of their officers, directors,
employees or agents to the Board of Directors of HomeTrust or HomeTrust Bank or
  any committee thereof or, to the knowledge of HomeTrust, to any director or
executive officer of HomeTrust or HomeTrust Bank. (e) The allowance for loan and
  lease losses account of HomeTrust Bank as reflected in HomeTrust Bank's call
report for the quarter ended March 31, 2022, was as of such date, and the amount
thereof contained in the financial books and records of HomeTrust Bank as of the
last day of the month immediately preceding the Closing Date will be as of such
   future date, in compliance with HomeTrust Bank's existing methodology for
 determining the adequacy of its allowance for loan and lease losses as well as
GAAP and applicable regulatory guidelines. 4.7 Broker's Fees. With the exception
 of the engagement of Raymond James and Associates, Inc., neither HomeTrust nor
 HomeTrust Bank nor any of their respective officers or directors has employed
   any broker, finder or financial advisor or incurred any liability for any
broker's fees, commissions, finder's fees, or advisory or fairness opinion fees
   in connection with the Merger or the Bank Merger. HomeTrust has previously
 disclosed to the Company the aggregate fees to be paid in connection with the
  engagement by HomeTrust of Raymond James and Associates, Inc. related to the
Merger and the Bank Merger. 4.8 Absence of Certain Changes or Events. (a) Since
     June 30, 2021, no event or events have occurred that have had or would
   reasonably be expected to have, either individually or in the aggregate, a
 Material Adverse Effect on HomeTrust. (b) Since June 30, 2021, to the date of
 this Agreement, other than entering into this Agreement or in connection with
this Agreement or the transactions contemplated hereby, HomeTrust and HomeTrust
Bank have in all material respects carried on their respective businesses in the
 ordinary course. (c) Neither HomeTrust nor HomeTrust Bank has taken any action
 since December 31, 2021 that, if taken after the date of this Agreement, would
                        be prohibited under Section 5.4.
--------------------------------------------------------------------------------
                               [[Image Removed]]
27 4.9 Legal Proceedings. (a) Neither HomeTrust nor HomeTrust Bank is a party to
 any, and there are no pending or, to HomeTrust's knowledge, threatened, legal,
 administrative, arbitral or other proceedings, claims, actions or governmental
 or regulatory investigations of any nature against HomeTrust or HomeTrust Bank
   or any of their current or former directors or executive officers in their
capacities as such involving a monetary claim in excess of one hundred and fifty
thousand dollars ($150,000) or seeking injunctive or other equitable relief, or
 challenging the validity or propriety of the transactions contemplated by this
Agreement. (b) There is no injunction, order, judgment, decree, ruling, award or
     regulatory restriction (other than regulatory restrictions of general
    application to banks and bank holding companies) imposed upon HomeTrust,
   HomeTrust Bank or the assets of HomeTrust or HomeTrust Bank (or that, upon
   consummation of the Merger or the Bank Merger would apply to the Surviving
  Company or the Surviving Bank) that is material to the business, operations,
 financial condition or financial performance of HomeTrust and HomeTrust Bank,
 taken as a whole. 4.10 Taxes and Tax Returns. Each of HomeTrust and HomeTrust
  Bank has duly and timely filed (including all applicable extensions) all Tax
 Returns in all jurisdictions in which Tax Returns are required to be filed by
  it, and all such Tax Returns are true, correct, and complete in all material
    respects. Neither HomeTrust nor HomeTrust Bank is the beneficiary of any
extension of time within which to file any Tax Return (other than extensions to
 file Tax Returns obtained in the ordinary course). All Taxes of HomeTrust and
HomeTrust Bank (whether or not shown on any Tax Returns) that are due have been
  fully and timely paid. Each of HomeTrust and HomeTrust Bank has withheld and
   paid all Taxes required to have been withheld and paid in connection with
   amounts paid or owing to any employee, creditor, stockholder, independent
   contractor or other third party. Neither HomeTrust nor HomeTrust Bank has
 granted any extension or waiver of the limitation period applicable to any Tax
   that remains in effect. Neither HomeTrust nor HomeTrust Bank has received
   written notice of assessment or proposed assessment in connection with any
  amount of Taxes, and there are no pending or, to the knowledge of HomeTrust,
threatened disputes, claims, audits, examinations or other proceedings regarding
any Tax of HomeTrust and HomeTrust Bank or the assets of HomeTrust or HomeTrust
 Bank. HomeTrust has made available to the Company true and complete copies of
   any private letter ruling requests, closing agreements or gain recognition
 agreements with respect to Taxes requested or executed in the last six years.
   Neither HomeTrust nor HomeTrust Bank is a party to or is bound by any Tax
sharing, allocation or indemnification agreement or arrangement (other than such
an agreement or arrangement exclusively between or among HomeTrust and HomeTrust
Bank). Neither HomeTrust nor HomeTrust Bank has been, within the past two years
or otherwise as part of a "plan (or series of related transactions)" within the
  meaning of Section 355(e) of the Code of which the Merger is also a part, a
"distributing corporation" or a "controlled corporation" (within the meaning of
   Section 355(a)(1)(A) of the Code) in a distribution of stock intending to
qualify for tax-free treatment under Section 355 of the Code. Neither HomeTrust
  nor HomeTrust Bank has participated in a "reportable transaction" within the
 meaning of Treasury Regulation Section 1.6011- 4(b)(1). At no time during the
    past five years has HomeTrust been a United States real property holding
 corporation within the meaning of Section 897(c)(2) of the Code. No claim has
      been made in the last five (5) years by any Governmental Entity in a
 jurisdiction where HomeTrust or HomeTrust Bank does not file Tax Returns that
      HomeTrust or HomeTrust Bank is or may be subject to taxation by that
                                 jurisdiction.
--------------------------------------------------------------------------------
                               [[Image Removed]]
 28 4.11 Employees. (a) As used in this Agreement, the term "HomeTrust Benefit
Plans" means all material employee benefit plans (as defined in Section 3(3) of
 ERISA), whether or not subject to ERISA, and all stock option, stock purchase,
  restricted stock, incentive, deferred compensation, retiree medical or life
    insurance, supplemental retirement, or other benefit plans, programs or
   arrangements, and all retention, bonus, employment, termination, change in
  control and severance plans, programs, arrangements or agreements, and other
similar contracts or agreements to or with respect to which HomeTrust, HomeTrust
    Bank, or any trade or business of HomeTrust or the Bank, whether or not
  incorporated, all of which together with HomeTrust would be deemed a "single
employer" within the meaning of Section 4001(b)(1) of ERISA or subsections (b),
      (c), (m) or (o) of Section 414 of the Code (each, a "HomeTrust ERISA
  Affiliate"), is a party or has any current or future obligation or that are
 maintained, contributed to or sponsored by HomeTrust or HomeTrust Bank or any
  HomeTrust ERISA Affiliate for the benefit of any current or former employee,
 officer, director or independent contractor of HomeTrust or HomeTrust Bank or
    any HomeTrust ERISA Affiliate. (b) Each HomeTrust Benefit Plan has been
 established, operated and administered in all material respects in accordance
with its terms and the requirements of all applicable laws, including ERISA and
  the Code. Neither HomeTrust nor HomeTrust Bank has taken any action to take
corrective action or make a filing under any voluntary correction program of the
  IRS, United States Department of Labor or any other Governmental Entity with
respect to any HomeTrust Benefit Plan, and neither HomeTrust nor HomeTrust Bank
has any knowledge of any plan defect that would qualify for correction under any
  such program. (c) The IRS has issued a favorable determination letter, or an
opinion letter for a prototype or volume submitter plan upon which HomeTrust may
    rely, with respect to each HomeTrust Benefit Plan that is intended to be
    qualified under Section 401(a) of the Code (collectively, the "HomeTrust
 Qualified Plans"), which letter has not been revoked (nor has revocation been
     threatened), and, to the knowledge of HomeTrust, there are no existing
 circumstances and no events have occurred that would reasonably be expected to
  adversely affect the qualified status of any HomeTrust Qualified Plan or the
   related trust or materially increase the costs relating thereto. No trust
   funding any HomeTrust Benefit Plan is intended to meet the requirements of
    Section 501(c)(9) of the Code. (d) Each HomeTrust Benefit Plan that is a
 "nonqualified deferred compensation plan" (as defined in Section 409A(d)(1) of
the Code) and any award thereunder, in each case that is subject to Section 409A
of the Code, has (i) since January 1, 2005, been maintained and operated, in all
 material respects, in good faith compliance with Section 409A of the Code and
    IRS Notice 2005-1 and (ii) since January 1, 2009, been, in all material
  respects, in documentary and operational compliance with Section 409A of the
  Code. (e) No HomeTrust Benefit Plan is subject to Title IV or Section 302 of
 ERISA. (f) All contributions required to be made to any HomeTrust Benefit Plan
by applicable law or by any plan document or other contractual undertaking, and
   all premiums due or payable with respect to insurance policies funding any
HomeTrust Benefit Plan, have been timely made or paid in full or, to the extent
  not required to be made or paid, have been fully reflected on the books and
     records of HomeTrust. (g) There are no pending or, to the knowledge of
  HomeTrust, threatened claims (other than claims for benefits in the ordinary
           course), lawsuits or arbitrations which have been asserted
--------------------------------------------------------------------------------
                               [[Image Removed]]
29 or instituted, and, to HomeTrust's knowledge, no set of circumstances exists
  which may reasonably  supply rise to a claim or lawsuit, against any HomeTrust
    Benefit Plan, any fiduciaries thereof with respect to their duties to a
 HomeTrust Benefit Plan or the assets of any trust under any HomeTrust Benefit
 Plan which could reasonably be expected to result in any material liability of
HomeTrust or HomeTrust Bank to any Governmental Entity, any Multiemployer Plan,
 a Multiple Employer Plan, any participant in a HomeTrust Benefit Plan, or any
   other party. (h) None of HomeTrust, HomeTrust Bank or any HomeTrust ERISA
  Affiliate or, to the knowledge of HomeTrust, any other person, including any
 fiduciary, has engaged in any "prohibited transaction" (as defined in Section
   4975 of the Code or Section 406 of ERISA), which could subject any of the
HomeTrust Benefit Plans or their related trusts, HomeTrust, HomeTrust Bank, any
HomeTrust ERISA Affiliate or any person that HomeTrust or HomeTrust Bank has an
obligation to indemnify, to any Tax or penalty imposed under Section 4975 of the
  Code or Section 502 of ERISA. (i) Neither the execution and delivery of this
  Agreement nor the consummation of the Merger or the Bank Merger will (either
  alone or in conjunction with any other event) result in, cause the vesting,
exercisability or delivery of, or increase the amount or value of, any payment,
   right or other benefit to any employee, officer, director or other service
  provider of HomeTrust or HomeTrust Bank, or result in any limitation on the
  right of HomeTrust or HomeTrust Bank to amend, merge, terminate or receive a
   reversion of assets from any HomeTrust Benefit Plan or related trust. The
transactions contemplated by this Agreement will not cause or require HomeTrust
  or HomeTrust Bank to establish or make any contribution to a rabbi trust or
similar funding vehicle. (j) There are no pending or, to HomeTrust's knowledge,
threatened labor grievances or unfair labor practice or discrimination claims or
   charges against HomeTrust or HomeTrust Bank, or any strikes or other labor
 disputes against HomeTrust or HomeTrust Bank. Neither HomeTrust nor HomeTrust
 Bank is a party to or bound by any collective bargaining or similar agreement
with any labor organization, or work rules or practices agreed to with any labor
  organization or employee association applicable to employees of HomeTrust or
   HomeTrust Bank and, to the knowledge of HomeTrust, there are no organizing
   efforts by any union or other group seeking to represent any employees of
HomeTrust or HomeTrust Bank. 4.12 SEC Reports. HomeTrust has filed with the SEC
 all reports, schedules, registration statements, definitive proxy statements,
 exhibits, and other filings and materials that HomeTrust has been required to
file under the Securities Act or the Exchange Act, or the rules and regulations
  promulgated thereunder, since January 1, 2018, and (i) none of such filings
contained, as of the respective dates thereof (and, in the case of registration
statements and proxy statements, on the dates of effectiveness and the dates of
the relevant meetings, respectively), any untrue statement of a material fact or
 omitted to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made, not misleading, and (ii) all of such filings complied in all material
respects with applicable requirements of the Securities Act and/or the Exchange
 Act, as the case may be, and the rules and regulations promulgated thereunder.
HomeTrust has previously made available to the Company an accurate, correct and
  complete copy of each (a) final registration statement, prospectus, report,
 schedule and definitive proxy statement filed with or furnished to the SEC by
 HomeTrust pursuant to the Securities Act or the Exchange Act since January 1,
      2018, and prior to the date hereof (the "HomeTrust Reports") and (b)
communication mailed by HomeTrust to its stockholders since January 1, 2018 and
 prior to the date hereof. No executive officer of HomeTrust has failed in any
 respect to make the certifications required of him or her under Section 302 or
 906 of the Sarbanes-Oxley Act. As of the date of this Agreement, there are no
outstanding comments from or unresolved issues raised by the SEC with respect to
                                   any of the
--------------------------------------------------------------------------------
                               [[Image Removed]]
30 HomeTrust Reports. HomeTrust has not received notice from the SEC that either
HomeTrust or any of the HomeTrust Reports are the subject of any ongoing review
 by the SEC or any outstanding SEC investigation (whether formal or informal),
 including any voluntary document request. 4.13 Compliance with Applicable Law.
 Each of HomeTrust and HomeTrust Bank holds, and has at all times since January
  1, 2020, held, all material licenses, franchises, permits and authorizations
     necessary for the lawful conduct of its business and ownership of its
properties, rights and assets under and pursuant to each (and have paid all fees
 and assessments due and payable in connection therewith), and to the knowledge
   of HomeTrust, no suspension or cancellation of any such necessary license,
    franchise, permit or authorization is threatened. Each of HomeTrust and
HomeTrust Bank has complied with, and is not in default or violation under any,
applicable law, statute, order, rule, regulation, policy and/or guideline of any
    Governmental Entity relating to it, its business, its operations or its
ownership of property and assets, including all laws related to data protection
    or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit
     Opportunity Act and Regulation B, the Fair Housing Act, the Community
 Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and
    Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection
  Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street
Reform and Consumer Protection Act, any regulations promulgated by the Consumer
Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of
  Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the
   Real Estate Settlement Procedures Act and Regulation X, and any other law
     relating to bank secrecy, discriminatory lending, financing or leasing
  practices, money laundering prevention, Sections 23A and 23B of the Federal
Reserve Act, the Sarbanes-Oxley Act, and all agency requirements relating to the
origination, sale and servicing of mortgage and consumer loans, except for such
 non-compliances, violations and defaults, which in the aggregate would not be
     material to the business, operations, financial condition or financial
 performance of HomeTrust and HomeTrust Bank, taken as a whole. HomeTrust Bank
   has a CRA rating of "satisfactory" or better. HomeTrust does not have any
 knowledge of any facts or circumstances that would cause HomeTrust Bank to be
    assigned a rating for CRA purposes by a Regulatory Agency of lower than
"satisfactory." To the knowledge of HomeTrust, there is no reasonable basis for
any Governmental Entity or other person to assert any claim against HomeTrust or
  HomeTrust Bank for damages, penalties or other monetary relief based on any
 violation of law, statute, order, rule, regulation, policy and/or guidance of
any Governmental Entity which in the aggregate would be material to the business
   operations, financial condition or financial performance of HomeTrust and
  HomeTrust Bank, taken as a whole. 4.14 Agreements with Regulatory Agencies.
Neither HomeTrust nor HomeTrust Bank is subject to any cease-and-desist or other
 order or enforcement action issued by, or is a party to any written agreement,
  consent agreement or memorandum of understanding with, or is a party to any
   commitment letter or similar undertaking to, or is subject to any order or
directive by, or has been ordered to pay any civil money penalty by, or has been
   since January 1, 2020, a recipient of any supervisory letter from, or has
    adopted any policies, procedures or board resolutions at the request or
suggestion of, any Regulatory Agency or other Governmental Entity, in each case
that currently restricts in any material respect the conduct of its business or
that in any manner currently relates to its capital adequacy, its ability to pay
    dividends, its credit or risk management policies, its management or its
business (each, whether or not set forth in the HomeTrust Disclosure Schedule, a
  "HomeTrust Regulatory Agreement"), nor has HomeTrust or HomeTrust Bank been
 advised since January 1, 2020, by any Regulatory Agency or other Governmental
 Entity that it is considering issuing, initiating, ordering or requesting any
                      such HomeTrust Regulatory Agreement.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  31 4.15 Risk Management Instruments. All interest rate swaps, caps, floors,
 option agreements, futures and forward contracts and other similar derivative
  transactions and risk management arrangements, whether entered into for the
   account of HomeTrust or HomeTrust Bank or for the account of a customer of
    HomeTrust or HomeTrust Bank, were entered into in the ordinary course of
 business and in accordance with applicable rules, regulations and policies of
    any Regulatory Agency and with counterparties believed to be financially
responsible at the time and (assuming due authorization, execution and delivery
  by the applicable counterparty) are legal, valid and binding obligations of
 HomeTrust or HomeTrust Bank enforceable in accordance with their terms (except
 as may be limited by the Enforceability Exception), and are in full force and
    effect. HomeTrust and HomeTrust Bank have duly performed in all material
 respects all of their material obligations thereunder to the extent that such
obligations to perform have accrued, and, to HomeTrust's knowledge, there are no
 material breaches, violations or defaults or allegations or assertions of such
   by any party thereunder. 4.16 Environmental Matters. Each of HomeTrust and
HomeTrust Bank is in compliance, and has complied, with all Environmental Laws,
     except for such non-compliance that has not had and would not, either
  individually or in the aggregate, be reasonably expected to have a Material
  Adverse Effect on HomeTrust. There are no legal, administrative, arbitral or
  other proceedings, claims or actions or, to the knowledge of HomeTrust, any
 private environmental investigations or remediation activities or governmental
  investigations of any nature seeking to impose, or that could reasonably be
  expected to result in the imposition, on HomeTrust or HomeTrust Bank of any
liability or obligation in excess of five hundred thousand dollars ($500,000) in
     the aggregate arising under any Environmental Law. To the knowledge of
 HomeTrust, there is no reasonable basis for any such proceeding, claim, action
 or governmental investigation. Neither HomeTrust nor HomeTrust Bank is subject
  to any agreement, order, judgment, decree, letter agreement or memorandum of
  agreement by or with any court, governmental authority, regulatory agency or
third party imposing any liability or obligation under any Environmental Law. To
 the knowledge of HomeTrust, there are no underground storage tanks located at
   any HomeTrust Owned Property (as defined in Section 4.18). 4.17 Investment
 Securities and Commodities. (a) Each of HomeTrust and HomeTrust Bank has good
  title to all securities and commodities owned by it (except those sold under
 repurchase agreements), free and clear of any Lien, except to the extent such
  securities or commodities are pledged in the ordinary course of business to
     secure obligations of HomeTrust or HomeTrust Bank. Such securities and
 commodities are valued on the books of HomeTrust in accordance with GAAP. (b)
HomeTrust and HomeTrust Bank and their respective businesses employ investment,
   securities, commodities, risk management and other policies, practices and
procedures that HomeTrust believes are prudent and reasonable in the context of
    such businesses. Prior to the date of this Agreement, HomeTrust has made
  available to the Company the material terms of such policies, practices and
  procedures. 4.18 Real Property. HomeTrust or HomeTrust Bank (a) has good and
 marketable title to all the real property reflected in the most  exact audited
 balance sheet included in the HomeTrust Reports as being owned by HomeTrust or
  HomeTrust Bank or acquired after the date thereof (except properties sold or
otherwise disposed of since the date thereof in the ordinary course of business)
  (the "HomeTrust Owned Properties"), free and clear of all Liens, except for
Permitted Encumbrances, and (b) is the lessee of all leasehold estates reflected
   in the most  exact audited financial statements included in such HomeTrust
Reports or acquired after the date thereof (except for leases that have expired
                                 by their terms
--------------------------------------------------------------------------------
                               [[Image Removed]]
32 since the date thereof) (the "HomeTrust Leased Properties" and, collectively
 with the HomeTrust Owned Properties, the "HomeTrust Real Property"), free and
clear of all Liens of any nature whatsoever, except for Permitted Encumbrances,
 and is in possession of the properties purported to be leased thereunder, and
 each such lease is valid without material default thereunder by the lessee or,
to HomeTrust's knowledge, the lessor. There are no pending or, to the knowledge
  of HomeTrust, threatened condemnation proceedings against any HomeTrust Real
 Property. To the knowledge of HomeTrust, none of the buildings, structures or
  other improvements located on any HomeTrust Real Property encroaches upon or
     over any adjoining real property or any easement or right-of-way. 4.19
Intellectual Property. Each of HomeTrust and HomeTrust Bank owns, or is licensed
 to use (in each case, free and clear of any Liens), all Intellectual Property
  necessary for the conduct of its business as currently conducted. Except as
would not reasonably be expected to have a Material Adverse Effect on HomeTrust:
(i) (A) the use of any Intellectual Property by HomeTrust or HomeTrust Bank does
 not infringe, misappropriate or otherwise violate the rights of any person or
   entity and is in accordance with any applicable license pursuant to which
HomeTrust or HomeTrust Bank acquired the right to use any Intellectual Property
and (B) no person or entity has asserted in writing that HomeTrust or HomeTrust
   Bank has infringed, misappropriated or otherwise violated the Intellectual
     Property rights of such person or entity, (ii) no person or entity is
  challenging, infringing on or otherwise violating any right of HomeTrust or
    HomeTrust Bank with respect to any Intellectual Property owned by and/or
    licensed to HomeTrust or HomeTrust Bank, and (iii) neither HomeTrust nor
HomeTrust Bank has received any written notice of any pending claim with respect
to any Intellectual Property owned by HomeTrust or HomeTrust Bank, and HomeTrust
   and HomeTrust Bank have taken commercially reasonable actions to avoid the
abandonment, cancellation or unenforceability of all Intellectual Property owned
or licensed, respectively, by HomeTrust and HomeTrust Bank. 4.20 Reorganization.
  Neither HomeTrust nor HomeTrust Bank has taken any action or is aware of any
fact or circumstance that would reasonably be expected to prevent the Merger or
  the Bank Merger from qualifying as a "reorganization" within the meaning of
  Section 368(a) of the Code. 4.21 Opinion of Financial Advisor. Prior to the
execution of this Agreement, the Board of Directors of HomeTrust has received an
opinion (which, if initially rendered verbally, has been or will be confirmed by
a written opinion, dated the same date) from Raymond James and Associates, Inc.
  to the effect that, as of the date thereof and based upon and subject to the
  matters set forth therein, the Merger Consideration is fair from a financial
point of view to HomeTrust. Such opinion has not been amended or rescinded as of
the date of this Agreement. 4.22 Data Privacy. HomeTrust and HomeTrust Bank have
in place data protection and privacy policies and procedures believed reasonable
 by HomeTrust to protect, safeguard and maintain the confidentiality, integrity
     and security of (i) their information technology systems and (ii) all
 information, data and transactions stored or contained therein or transmitted
 thereby, including personally identifiable information, financial information,
and credit card data (as such information or terms, are defined and/or regulated
under applicable laws, statues, order, rules, regulations, policies, agreements,
  and guidelines of any Governmental Entity or Regulatory Agency) ( "HomeTrust
     Data"), against any unauthorized or improper use, access, transmittal,
 interruption, modification or corruption, except where the failure to have in
      place such policies and procedures has not had and would not, either
  individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on HomeTrust Bank. HomeTrust and HomeTrust Bank are in compliance
   with applicable federal and state confidentiality and data security laws,
 statutes, orders, rules, regulations, policies, agreements, and guidelines of
     any Governmental Entity or Regulatory Agency including Title V of the
                                  Gramm-Leach-
--------------------------------------------------------------------------------
                               [[Image Removed]]
  33 Bliley Act of 1999 and regulations promulgated thereunder, as well as the
   provisions of the information security program adopted by HomeTrust and/or
   HomeTrust Bank pursuant to 12 C.F.R. Part 364, and all industry standards
 applicable to HomeTrust Data, including card association rules and the payment
   card industry data security standards, except where such failure to be in
 compliance has not had and would not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on HomeTrust. Except as
 has not had and would not, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect on HomeTrust, there currently are
   not any, and since January 1, 2020, have not been any, pending or, to the
knowledge of HomeTrust, threatened, claims or written complaints with respect to
unauthorized access to or breaches of the security of (i) any of HomeTrust's or
 HomeTrust Bank's information technology systems or (ii) HomeTrust Data or any
   other such information collected, maintained or stored by or on behalf of
     HomeTrust and HomeTrust Bank (or any unlawful acquisition, use, loss,
 destruction, compromise or disclosure thereof). 4.23 Loan Portfolio. (a) As of
    the date hereof, except as set forth in Section 4.23(a) of the HomeTrust
Disclosure Schedule, neither HomeTrust nor HomeTrust Bank is a party to (i) any
  Loan in which HomeTrust or HomeTrust Bank is a creditor with an outstanding
balance of five hundred thousand dollars ($500,000) or more and under the terms
    of which the obligor was, as of June 30, 2022, over ninety days or more
 delinquent in payment of principal or interest or (ii) Loans with an aggregate
outstanding balance of five hundred thousand dollars ($500,000) or more with any
    director, executive officer or 5% or greater stockholder of HomeTrust or
 HomeTrust Bank, or to the knowledge of HomeTrust, any affiliate of any of the
foregoing. Set forth in Section 4.23(a) of the HomeTrust Disclosure Schedule is
   a true, correct and complete list of (A) all of the Loans of HomeTrust and
   HomeTrust Bank that, as of June 30, 2022, were classified by HomeTrust or
    HomeTrust Bank as "Other Loans Specially Mentioned," "Special Mention,"
  "Substandard," "Doubtful," "Loss," "Classified," "Criticized," "Credit Risk
 Assets," "Concerned Loans," "Watch List" or words of similar import, together
 with the principal amount of and accrued and unpaid interest on each such Loan
    and the identity of the borrower thereunder, together with the aggregate
principal amount of such Loans by category of Loan (e.g., commercial, consumer,
 etc.), and (B) each asset of HomeTrust or HomeTrust Bank that, as of June 30,
 2022, was classified as "Other Real Estate Owned" and the book value thereof.
 (b) To HomeTrust's knowledge, each Loan of HomeTrust and HomeTrust Bank (i) is
   evidenced by notes, agreements or other evidences of indebtedness that are
genuine and what they purport to be, (ii) to the extent carried on the books and
 records of HomeTrust or HomeTrust Bank as a secured Loan, has been secured by
  valid mortgages, pledges, security interests, restrictions, claims, liens or
 encumbrances, as applicable, which have been perfected and (iii) is the legal,
   valid and binding obligation of the obligor named therein, enforceable in
 accordance with its terms, subject to the Enforceability Exception. (c) Except
as would not reasonably be expected to result in a material liability or loss to
HomeTrust and HomeTrust Bank taken as a whole, the outstanding Loans originated,
  administered and/or serviced by HomeTrust or HomeTrust Bank were originated,
 administered and/or serviced, by HomeTrust or HomeTrust Bank, and the relevant
 Loan files are being maintained, in all material respects, in accordance with
     the relevant notes or other credit or security documents, the written
  underwriting standards of HomeTrust and HomeTrust Bank (and, in the case of
 Loans held for resale to investors, the underwriting standards, if any, of the
  applicable investors) and with all applicable federal, state and local laws,
                             regulations and rules.
--------------------------------------------------------------------------------
                               [[Image Removed]]
 34 (d) Neither HomeTrust nor HomeTrust Bank is now, nor has been since January
1, 2020, subject to any fine, suspension, settlement or other contract or other
 administrative agreement or sanction by, or any reduction in any loan purchase
 commitment from, any Governmental Entity relating to the origination, sale or
servicing of mortgage or consumer Loans. 4.24 Insurance. HomeTrust and HomeTrust
Bank are insured with reputable insurers against such risks and in such amounts
 as the management of HomeTrust has determined to be appropriate, and HomeTrust
and HomeTrust Bank are in material compliance with their insurance policies and
     are not in default under any of the terms thereof. Each such policy is
   outstanding and in full force and effect and, except for policies insuring
against potential liabilities of officers, directors and employees of HomeTrust
and HomeTrust Bank, HomeTrust or HomeTrust Bank is the sole beneficiary of such
 policies. All premiums and other payments due under any such policy have been
  paid, and all claims thereunder have been filed in a due and timely fashion.
  4.25 No Vote Required. No approval by the holders of any class or series of
HomeTrust capital stock is necessary to approve this Agreement or authorize the
     transactions contemplated hereby (including the Merger). 4.26 No Other
  Representations or Warranties. Except for the representations and warranties
 contained in this Article IV (including the related portions of the HomeTrust
   Disclosure Schedule), neither HomeTrust nor any other person on behalf of
   HomeTrust has made or makes, or shall be deemed to have made or make, any
  express or implied representation or warranty, either written or oral, with
   respect to or in connection with this Agreement or any of the transactions
 contemplated hereby, or otherwise. ARTICLE V COVENANTS RELATING TO CONDUCT OF
BUSINESS 5.1 Company Conduct of Business Prior to the Effective Time. Except as
    expressly contemplated or permitted by this Agreement or as required by
 applicable law or a Governmental Entity, or with the prior written consent of
 HomeTrust, during the period from the date of this Agreement to the Effective
 Time, the Company shall, and shall cause the Bank to, (a) conduct its business
   in the ordinary course consistent with past practice, (b) use commercially
reasonable efforts to maintain and preserve intact its business organization and
advantageous business relationships, and (c) take no action that is intended to
  or would reasonably be expected to adversely affect or materially delay the
 ability of the Company or HomeTrust or any of their respective Subsidiaries to
 obtain any Requisite Regulatory Approvals (as defined in Section 7.1(b)) or to
   consummate the transactions contemplated hereby. 5.2 Company Forbearances.
During the period from the date of this Agreement to the Effective Time, except
  as expressly contemplated or permitted by this Agreement, or as required by
 applicable law or a Governmental Entity, the Company shall not, and shall not
permit the Bank to, without the prior written consent of HomeTrust (which shall
not be unreasonably withheld, conditioned or delayed with respect to subsections
    (g), (l), (m), (n), (o), (r) and (u)): (a) Capital Stock. Issue, sell or
   otherwise permit to become outstanding, or authorize the creation of, any
   additional shares of its capital stock, or any warrants, options, rights,
   convertible securities or other arrangements or commitments to acquire any
                          shares of its capital stock.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  35 (b) Other Securities. Issue any other capital securities, including trust
preferred or other similar securities, indebtedness with voting rights, or other
  securities, debentures or subordinated notes. (c) Dividends, Etc. (i) Make,
   declare, pay or set aside for payment any dividend or distribution on its
 capital stock (other than (A) cash dividends from the Bank to the Company and
(B) cash dividends on Company Common Stock as set forth in Section 5.2(c) of the
  Company Disclosure Schedule); or (ii) directly or indirectly adjust, split,
  combine, redeem, reclassify, purchase or otherwise acquire any shares of its
     capital stock, or rights with respect to the foregoing, other than the
  redemption of Company Common Stock from Minority Stockholders for a purchase
  price equal to the original issuance price of such shares. (d) Compensation;
     Employment, Etc. (i) Enter into, modify, amend, renew or terminate any
 employment, consulting, severance, change in control, or similar agreement or
 arrangement with any director, officer, employee or independent contractor of
 the Company or the Bank, or grant any salary or wage increase or increase any
employee benefit (including incentive or bonus payments) other than (A) at will
agreements, (B) normal individual increases in salary to rank and file employees
 and officers, in each case in the ordinary course of business consistent with
  past practice, (C) severance in accordance with past practice, (D) incentive
 bonuses or cash-based stock awards to employees as described and set forth in
  Section 5.2(d) of the Company Disclosure Schedule, and (E) changes that are
   required by applicable law; (ii) hire any new employees except to replace
terminated employees; or (iii) promote any employee to a rank of vice president
    or a more senior position except to fill a vacated position; or (iv) pay
aggregate expenses of more than (A) twenty-five thousand dollars ($25,000) from
 the date hereof through December 31, 2022 and (B) six thousand two hundred and
 fifty dollars ($6,250) for each calendar quarter from January 1, 2023 through
     the Effective Time, in each case for employees and directors to attend
  conventions or similar meetings, provided, however, nothing contained herein
 shall prevent the Company or the Bank from taking actions necessary to retain
 its employees based on current market terms and conditions. (e) Benefit Plans.
 Except as required by law, enter into, establish, adopt, modify, amend, renew,
  or terminate any Company Benefit Plan, or take any action to accelerate the
   vesting of benefits payable thereunder. (f) Dispositions. Sell, transfer,
 mortgage, lease or encumber any of its material assets or properties except in
 the ordinary course of business consistent with past practice and, in the case
  of a sale or transfer, at fair value; or sell or transfer any portion of its
deposit liabilities. (g) Leases or Licenses. Enter into, modify, amend or renew
any data processing contract, service provider agreement, or any lease, license
 or maintenance agreement relating to real or personal property, except as set
  forth in Section 5.2(g) of the Company Disclosure Schedule, or Intellectual
  Property other than the annual renewal of an agreement that is necessary to
 operate its business in the ordinary course consistent with past practice; or
     permit to lapse its rights in any material Intellectual Property. (h)
  Acquisitions and Subsidiaries. Acquire (other than by way of foreclosures or
acquisitions of control in a bona fide fiduciary capacity or in satisfaction of
debts contracted in good faith, in each case in the ordinary course of business
   consistent with past practice) all or any portion of the assets, business,
 deposits or properties of any person; or acquire or create any new Subsidiary.
--------------------------------------------------------------------------------
                               [[Image Removed]]
 36 (i) Loans, Loan Participations and Servicing Rights. Except as set forth in
  Section 5.2(i) of the Company Disclosure Schedule, sell or acquire any Loans
 (excluding originations) or Loan participations, except in the ordinary course
  of business consistent with past practice (but in the case of a sale, after
giving HomeTrust or HomeTrust Bank a first right of refusal to acquire such Loan
 or Loan participation); or sell or acquire any servicing rights. (j) Governing
   Documents. Amend its organizational or governing documents. (k) Accounting
 Methods. Implement or adopt any material change in its accounting principles,
practices or methods, other than as may be required by GAAP or any Governmental
Entity. (l) Contracts. Enter into or terminate any Company Contract or amend or
 modify in any material respect or renew (other than necessary renewals in the
 ordinary course of business for a term not in excess of one year) any existing
    Company Contract. (m) Claims. Except in the ordinary course of business
consistent with past practice and involving an amount individually not in excess
   of one hundred thousand dollars ($100,000) (exclusive of any amounts paid
  directly or reimbursed to the Company or the Bank under any insurance policy
 maintained by the Company or the Bank), settle any claim, action or proceeding
  against it. Notwithstanding the foregoing, no settlement shall be made if it
  involves a precedent for other similar claims, which in the aggregate, could
reasonably be determined to be material to the Company and the Bank, taken as a
whole. (n) Foreclose. Foreclose upon or otherwise take title to or possession or
 control of any real property without first obtaining a phase one environmental
 report thereon except as set forth in Section 5.2(n) of the Company Disclosure
  Schedule; provided, however, that neither the Company nor the Bank shall be
   required to obtain such a report with respect to one- to four-family, non-
 agricultural residential property of five acres or less to be foreclosed upon
unless it has reason to believe that such property contains hazardous substances
or might be in violation of or require remediation under Environmental Laws. (o)
     Deposit Taking and Other Bank Activities. In the case of the Bank (i)
voluntarily make any material changes in or to its deposit mix; (ii) increase or
   decrease the rate of interest paid on time deposits or on certificates of
   deposit, except in a manner and pursuant to policies consistent with past
 practice and competitive factors in the marketplace; (iii) incur any material
  liability or obligation relating to retail banking and branch merchandising,
  marketing and advertising activities and initiatives except in the ordinary
 course of business consistent with past practice; (iv) open any new branch or
  deposit taking facility; or (v) except as set forth in Section 5.2(o) of the
  Company Disclosure Schedule, close or relocate any existing branch or other
 facility. (p) Investments. Enter into any securities transactions for its own
  account or purchase or otherwise acquire any investment security for its own
  account other than non-callable investment securities with an "AA" rating or
    better with a projected average life of less than two years purchased or
acquired in the ordinary course of business consistent with past practice; enter
 into or acquire any derivatives contract or structured note; or enter into any
new, or modify, amend or extend the terms of any existing, contracts relating to
 the purchase or sale of financial or other futures, or any put or call option
relating to cash, securities or commodities or any interest rate swap agreements
       or other agreements relating to the hedging of interest rate risk.
--------------------------------------------------------------------------------
                               [[Image Removed]]
37 (q) Capital Expenditures. Purchase or lease any fixed assets where the amount
    paid or committed therefor is in excess of twenty-five thousand dollars
    ($25,000) individually or one hundred thousand dollars ($100,000) in the
 aggregate, except for emergency repairs or replacements; provided in no event
will it purchase or lease new computer equipment that is not compatible with the
 computer equipment currently used by HomeTrust Bank. (r) Lending. (i) Make any
 material changes in its policies concerning Loan underwriting or which classes
of persons may approve Loans or fail to comply in any material respect with such
policies in effect as of the date of this Agreement; or (ii) make, renew, modify
 or extend any Loans or extensions of credit or issue commitments with respect
thereto except in the ordinary course of business consistent with past practice
   and the Bank's existing lending policies as of the date of this Agreement,
   provided that any unsecured Loan or extension of credit or commitment with
 respect thereto in excess of fifty thousand dollars ($50,000), and any secured
 Loan or extension of credit or commitment with respect thereto equal to or in
 excess of one million dollars ($1,000,000) that is not in compliance with the
Bank's existing lending policies and any secured loan or extension of credit or
   commitment with respect thereto equal to or in excess of one million seven
 hundred fifty thousand dollars ($1,750,000) (whether or not in compliance with
the Bank's existing lending policies), shall require the prior written approval
of the Chief Executive Officer of HomeTrust Bank or his designee, which approval
 or rejection shall be given in writing within two (2) business days after the
  Loan package is delivered to such individual provided, however, that if such
 approval or rejection is not received within such two (2) business day period,
   HomeTrust Bank shall be deemed to have consented to such making, renewal,
  modification or extension of such Loan or extension of credit or issuance of
 commitment. In addition, any secured Loan or extension of credit or commitment
  with respect thereto equal to or in excess of five hundred thousand dollars
 ($500,000) that does not require prior approval shall require notification to
 the Chief Executive Officer of HomeTrust Bank or his designee at least two (2)
business days prior to approval by the Bank, but no approval from HomeTrust Bank
 shall be required. (s) Joint Ventures and Real Estate Development Operations.
 Engage in any new joint venture, partnership or similar activity; make any new
or additional investment in any existing joint venture or partnership; or engage
    in any new real estate development or construction activity. (t) Adverse
 Actions. Take any action that is intended or is reasonably likely to result in
(i) the Merger or the Bank Merger failing to qualify as a "reorganization" under
   Section 368(a) of the Code; (ii) any of the Company's representations and
 warranties set forth in Article III of this Agreement being or becoming untrue
 in any material respect (disregarding any materiality qualifications contained
    therein); (iii) any of the conditions set forth in Article VII not being
  satisfied; or (iv) a violation of any provision of this Agreement. (u) Risk
Management. Except as required by applicable law or regulation, (i) implement or
    adopt any material change in its interest rate and other risk management
   policies, procedures or practices; or (ii) fail to follow in any material
respect its existing policies or practices with respect to managing its exposure
   to interest rate and other risk. Nothing contained herein shall prevent or
impact the Company's ability to adjust interest rates paid or received to market
 conditions or to minimize asset quality risk. (v) Indebtedness and Guaranties.
 Incur any indebtedness for borrowed money other than in the ordinary course of
   business consistent with past practice or with a term not in excess of six
months; or incur, assume or become subject to, whether directly or by way of any
   guarantee or otherwise, any obligations or liabilities (absolute, accrued,
                 contingent or otherwise) of any other person,
--------------------------------------------------------------------------------
                               [[Image Removed]]
   38 other than the issuance of letters of credit in the ordinary course of
 business and in accordance with the restrictions set forth in Section 5.2(r).
(w) Communication. Make any written communications to the officers or employees
     of the Company or the Bank, or any oral communications presented to a
  significant portion of the officers or employees of the Company or the Bank,
     pertaining to compensation or benefit matters that are affected by the
 transactions contemplated by this Agreement without providing HomeTrust with a
    copy or written description of the intended communication and providing
    HomeTrust with a reasonable period of time to review and comment on the
 communication. (x) Business Premises. (i) Engage in or conduct any demolition,
   remodeling or modifications or material alterations to any of its business
  premises unless required by applicable law or reasonably necessary to ensure
 satisfaction of Section 5.2(x)(ii) or (ii) fail to use commercially reasonable
 efforts to maintain its business premises or other assets in substantially the
 same condition as the date hereof, ordinary wear and tear excepted. (y) Liens.
 Subject any of its assets or properties to any Lien (other than Liens existing
  as of the date of this Agreement and other than in connection with securing
     advances, repurchase agreements and other borrowings from the FHLB and
 transactions in "federal funds"). (z) Charitable Contributions. Except as set
forth in Section 5.2(z) of the Company Disclosure Schedule, make any charitable
or similar contributions in excess of fifty thousand dollars ($50,000) from the
   date of this Agreement through the Closing. (aa) New Products or Lines of
 Business. Develop, market or implement any new products or lines of business.
(bb) Tax Matters. Make, change or revoke any tax election, file any amended Tax
 Return, enter into any Tax closing agreement, or settle or agree to compromise
   any material liability with respect to disputed Taxes. (cc) Performance of
 Obligations. Take any action that is likely to materially impair the Company's
  ability to perform any of its obligations under this Agreement or the Bank's
 ability to perform any of its obligations under the Bank Plan of Merger. (dd)
Commitments. Agree or commit to do any of the foregoing. (ee) No Control of the
 Company's Business. Nothing contained in this Agreement gives HomeTrust or any
  of their representatives or affiliates, directly or indirectly, the right to
    control or direct the operations of the Company or the Bank prior to the
    Effective Time, provided, however, that if any Governmental Entity deems
otherwise, the Parties agree to enter into alternative arrangements to allow the
Company to retain control or direct operations of the Company or the Bank prior
 to the Effective Time. Prior to the Effective Time, the Company will exercise,
consistent with the terms and conditions of this Agreement, complete control and
   supervision over the operations of the Company and the Bank. 5.3 HomeTrust
      Conduct of Business Prior to the Effective Time. Except as expressly
contemplated or permitted by this Agreement or as required by applicable law or
a Governmental Entity, or with the prior written consent of the Company, during
  the period from the date of this Agreement to the Effective Time, HomeTrust
 shall, and shall cause HomeTrust Bank to, (a) use commercially reasonable best
     efforts to maintain and preserve intact its business organization and
--------------------------------------------------------------------------------
                               [[Image Removed]]
39 advantageous business relationships, and (b) take no action that is intended
 to or would reasonably be expected to adversely affect or materially delay the
 ability of the Company or HomeTrust or any of their respective Subsidiaries to
  obtain any Requisite Regulatory Approvals or to consummate the transactions
 contemplated hereby. 5.4 HomeTrust Forbearances. Except as expressly permitted
    or contemplated by this Agreement, or as required by applicable law or a
 Governmental Entity, or with the prior written consent of the Company, during
  the period from the date of this Agreement to the Effective Time, HomeTrust
shall not, and shall not permit HomeTrust Bank to: (a) Capital Stock. Amend its
 articles of incorporation or by-laws or other governing documents in a manner
 that would, or could reasonably be expected to, adversely affect the economic
 benefits of the Merger to the Company Principal Stockholders (upon receipt of
HomeTrust Common Stock in the Merger). (b) Special Dividend. Declare any special
or extraordinary dividend or distribution on HomeTrust Common Stock (c) Adverse
 Actions. Take any action that is intended or is reasonably likely to result in
(i) the Merger or the Bank Merger failing to qualify as a "reorganization" under
    Section 368(a) of the Code; (ii) any of HomeTrust's representations and
warranties set forth in Article IV of this Agreement being or becoming untrue in
  any material respect (disregarding any materiality qualifications contained
    herein); (iii) any of the conditions set forth in Article VII not being
     satisfied; or (iv) a violation of any provision of this Agreement. (d)
  Performance Obligations. Take any action that is likely to materially impair
 HomeTrust's ability to perform any of its obligations under this Agreement or
 HomeTrust Bank's ability to perform any of its obligations under the Bank Plan
of Merger. (e) Commitments. Agree or commit to do any of the foregoing. ARTICLE
  VI ADDITIONAL AGREEMENTS 6.1 Regulatory Matters. (a) HomeTrust shall use its
 commercially reasonable best efforts to obtain all necessary state securities
 law or "Blue Sky" permits and approvals required to carry out the transactions
 contemplated by this Agreement, and the Company shall furnish all information
    concerning the Company and the holders of Company Common Stock as may be
  reasonably requested in connection with any such action. (b) Subject to the
  terms and conditions set forth in this Agreement, each of HomeTrust and the
Company shall, and it shall cause its Subsidiary to, use commercially reasonable
 efforts to take, or cause to be taken, all actions, and to do, or cause to be
  done, and to assist and cooperate with the other party in doing, all things
  necessary, proper or advisable to consummate and make effective, in the most
expeditious manner reasonably practicable, the transactions contemplated by this
  Agreement, including (i) the satisfaction of the conditions precedent to the
obligations of the Company (in the case of HomeTrust) or HomeTrust (in the case
of the Company) to consummate the Merger and the Bank Merger, (ii) the obtaining
            of all necessary consents or waivers from third parties,
--------------------------------------------------------------------------------
                               [[Image Removed]]
40 (iii) the obtaining of all waivers, consents, authorizations, permits, orders
  and approvals from, or any exemption by, any Governmental Entities, (iv) the
filing or provision of all notices to Regulatory Agencies and customers, and (v)
the execution and delivery of any additional instruments necessary to consummate
   the Merger or the Bank Merger and to fully carry out the purposes of this
   Agreement. Each of the Parties shall cooperate with the other and use its
  commercially reasonable efforts to promptly prepare and file, and cause its
   Subsidiary to prepare and file, all necessary documentation to effect all
applications, notices, petitions and filings necessary to obtain as promptly as
practicable all permits, consents, approvals, waivers and authorizations of all
  third parties, Regulatory Agencies and other Governmental Entities that are
   necessary or advisable to consummate the transactions contemplated by this
  Agreement (including the Merger and the Bank Merger), and to comply with the
   terms and conditions of all such permits, consents, approvals, waivers and
     authorizations of all such third parties, Regulatory Agencies or other
Governmental Entities. In furtherance (but not in limitation) of the foregoing,
HomeTrust shall, and shall cause HomeTrust Bank to, use commercially reasonable
  efforts to file any required applications, notices or other filings with the
 Federal Reserve Board, the OCC, the Commissioner, and the FDIC, if applicable,
  within forty five (45) business days after the date hereof. The Company and
    HomeTrust shall have the right to review in advance, and, to the extent
practicable, each will consult the other on, in each case subject to applicable
    laws relating to the confidentiality of information, all the information
   relating to the Company or HomeTrust, as the case may be, and any of their
    respective Subsidiaries, affiliates, directors, officers, employees, and
    stockholders, that appears in any filing made with, or written materials
  submitted to or exchanged with, any third party, Regulatory Agency or other
  Governmental Entity in connection with the transactions contemplated by this
  Agreement. In exercising the foregoing right, each of the Parties shall act
reasonably and as promptly as reasonably practicable. The Parties shall consult
    with each other with respect to the obtaining of all permits, consents,
approvals and authorizations of all third parties, Regulatory Agencies and other
  Governmental Entities necessary or advisable to consummate the transactions
 contemplated by this Agreement and each Party will keep the other apprised of
the status of matters relating to completion of the transactions contemplated by
   this Agreement. (c) Each of HomeTrust and the Company shall, upon request,
 furnish to the other all information concerning itself, its stockholders, its
 Subsidiary, and their respective directors and officers and such other matters
   as may be reasonably necessary or advisable in connection with any filing,
 notice or application made by or on behalf of HomeTrust, the Company or their
respective Subsidiaries to any Regulatory Agency or other Governmental Entity in
     connection with the Merger, the Bank Merger and the other transactions
contemplated by this Agreement. All information furnished or supplied by a Party
or its Subsidiary that is included in any filing or other document submitted to
    or exchanged with a Regulatory Authority or other Governmental Entity in
     connection with the Merger, the Bank Merger and the other transactions
   contemplated by this Agreement will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
    therein, in light of the circumstances made, not misleading. (d) Each of
  HomeTrust and the Company shall promptly advise the other upon receiving any
   communication from any Regulatory Agency or other Governmental Entity the
 consent or approval of which is required for consummation of the transactions
contemplated by this Agreement that causes such Party to believe that there is a
    reasonable likelihood that any Requisite Regulatory Approval will not be
obtained or that the receipt of any such approval may be materially delayed, or
that any such approval may contain an Unduly Burdensome Condition (as defined in
                                Section 7.1(b)).
--------------------------------------------------------------------------------
                               [[Image Removed]]
   41 6.2 Access to Information; Current Information; Consultation. (a) Upon
  reasonable notice and subject to applicable laws, each of HomeTrust and the
Company, for the purposes of verifying the representations and warranties of the
     other, compliance by a Party and its Subsidiary with the covenants and
   agreements of such Party herein, and preparing for the Merger and the Bank
 Merger and the other matters contemplated by this Agreement, shall, and shall
    cause its Subsidiary to, afford to the officers, employees, accountants,
   counsel, advisors and other representatives of the other Party, reasonable
 access, during normal business hours during the period prior to the Effective
    Time, to all its properties, books, contracts, commitments, information
 technology systems, and records, and each Party shall cooperate with the other
      Party in preparing to execute after the Effective Time conversion or
    consolidation of systems and business operations generally. The Parties
  recognize that requests that prevent or materially impede the ability of the
other Party to operate in the ordinary course of business would be unreasonable.
From the date of this Agreement to the Effective Time, each of HomeTrust and the
 Company shall, and shall cause its Subsidiary to, make available to the other
   Party, to the extent permissible under applicable law, (i) a copy of each
   report, schedule, registration statement and other document filed with or
  received by it from a Governmental Entity during such period pursuant to the
 requirements of federal securities laws or banking laws which is generally not
 available on the SEC's EDGAR internet database, and (ii) all other information
   concerning its business, properties and personnel as such other Party may
     reasonably request. Neither HomeTrust nor the Company nor any of their
 respective Subsidiaries shall be required to provide access to or to disclose
   information where such access or disclosure would violate or prejudice the
 rights of HomeTrust's or the Company's, or their respective Subsidiaries', as
  the case may be, customers, jeopardize the attorney-client privilege of the
Party in possession or control of such information or contravene any law, rule,
regulation, order, judgment, decree, fiduciary duty or binding agreement entered
  into prior to the date of this Agreement. The Parties will use commercially
reasonable efforts to make appropriate substitute disclosure arrangements under
circumstances in which the restrictions of the preceding sentence apply. (b) The
 Company shall permit, and shall cause the Bank to permit, HomeTrust and/or an
  environmental consulting firm selected by HomeTrust, at the sole expense of
HomeTrust, to conduct phase I and/or phase II environmental audits, studies and
   tests on Company Real Property (but subject to the consent of lessors with
respect to the Company Leased Properties), and HomeTrust shall promptly provide,
 or shall cause to be promptly provided, to the Company the results of any such
audits, studies, or tests; provided, however, that prior to conducting any phase
  II environmental audits, studies or tests, HomeTrust shall consult with the
Company regarding the scope of the same. In the event any subsurface or phase II
 site assessments are conducted (which assessments shall be at HomeTrust's sole
 expense), HomeTrust shall indemnify the Company and the Bank for all costs and
 expenses associated with returning the property to its previous condition. (c)
   Subject to applicable law and regulations, during the period from the date
    hereof to the Effective Time, the Company and HomeTrust shall, upon the
   reasonable request of the other Party, cause one or more of its designated
    officers to confer on a monthly basis (or more frequently if the Parties
reasonably agree that it is necessary) with the other Party's officers regarding
the financial condition, operations and business of the Company and the Bank, on
    one hand, and HomeTrust, on the other hand, and matters relating to the
  completion of the transactions contemplated by this Agreement. To the extent
  permissible under applicable law, as soon as reasonably available, but in no
event more than five (5) business days after filing, the Company will deliver to
   HomeTrust and HomeTrust to the Company all reports filed by it or its Bank
Subsidiary with any Regulatory Agency or other Governmental Entity subsequent to
                the date hereof including all Bank Call Reports
--------------------------------------------------------------------------------
                               [[Image Removed]]
 42 and regulatory information filed with the Federal Reserve Board, the FDIC,
the OCC and the Commissioner. The Company and HomeTrust will also deliver to the
other Party as soon as reasonably practicable all quarterly and annual financial
statements prepared with respect to periods ending after March 31, 2022. As soon
as reasonably practicable after the end of each month, the Company will deliver
to HomeTrust in electronic form (i) the monthly deposit and loan trial balances
of the Bank, (ii) the monthly analysis of the Bank's investment portfolio, (iii)
 a monthly balance sheet and income statement of the Company and the Bank, and
  (iv) an update of all of the information set forth in Section 3.25(a) of the
 Company Disclosure Schedule for the then current period. (d) During the period
    from the date hereof to the Effective Time, the Company shall provide to
 HomeTrust, within three (3) business days after the subject meeting, the board
package submitted to the members of the Company's Board of Directors or members
    of the Bank's Board of Directors, as applicable, for each board meeting;
provided, however, that the board packages provided to HomeTrust may exclude (i)
any materials relating to the transactions contemplated by this Agreement, (ii)
any materials the disclosure of which to HomeTrust would or could reasonably be
   expected to result in a violation of applicable law, regulation or orders,
decrees or determinations of a Governmental Entity or the attorney/client, work
product or other privilege, or (iii) any materials that are otherwise reasonably
  deemed by the Company to be confidential. (e) All information and materials
 provided pursuant to this Agreement shall be subject to the provisions of the
 Confidentiality Agreement entered into between the Parties dated March 3, 2022
(the "Confidentiality Agreement"). (f) No investigation by a Party hereto or its
  representatives shall affect the representations and warranties of the other
 Party set forth in this Agreement. 6.3 Reservation of HomeTrust Common Stock;
   Nasdaq Listing. (a) HomeTrust agrees to reserve a sufficient number of its
    authorized but unissued shares of HomeTrust Common Stock to fulfill its
 obligations under this Agreement for payment of the Stock Consideration in the
 Merger. (b) HomeTrust shall use commercially reasonable best efforts to cause
the shares of HomeTrust Common Stock to be issued in the Merger to be authorized
for listing on the Nasdaq, subject to official notice of issuance, prior to the
Effective Time. 6.4 Assumption of Indebtedness. (a) Prior to the Effective Time,
each of HomeTrust and the Company shall take all necessary action for HomeTrust
to, as of the Effective Time, acquire from and succeed to all rights, title and
interests of the Company in the TPS Trust, including the issued and outstanding
 common securities of the TPS Trust, and assume the Company's obligations under
  and related to the preferred securities issued by the TPS Trust on or about
February 21, 2007 (the "Trust Preferred Securities") and the junior subordinated
deferred interest debentures due March 15, 2037 issued by the Company to the TPS
 Trust on or about February 21, 2007 (the "Trust Debentures"), in each case in
 accordance with all documents, agreements and instruments governing or related
 to the TPS Trust, the Trust Preferred Securities or the Trust Debentures. (b)
 Prior to the Effective Time, each of HomeTrust and the Company shall take all
 necessary action for HomeTrust to, as of the Effective Time, assume or pay the
                       Company's obligations to NexBank.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  43 6.5 Employee Matters. (a) As soon as practicable following the Effective
 Time, HomeTrust shall cause HomeTrust Bank to maintain employee benefit plans
 and compensation opportunities for the benefit of employees who are full-time
  employees of the Bank on the Closing Date ("Covered Employees") that provide
 employee benefits and compensation opportunities which, in the aggregate, are
     substantially comparable (and equivalent) to the employee benefits and
      compensation opportunities that are made available on a uniform and
  non-discriminatory basis to similarly situated employees of HomeTrust Bank;
    provided that (i) in no event shall any Covered Employee be eligible to
participate in any closed or frozen plan of HomeTrust Bank; and (ii) until such
  time as Covered Employees participate in the benefit plans and compensation
    opportunities that are made available to similarly situated employees of
HomeTrust Bank, a Covered Employee's continued participation in employee benefit
plans and compensation opportunities of the Bank shall be deemed to satisfy the
foregoing provisions of this sentence (it being understood that participation in
the HomeTrust Benefit Plans may commence at different times with respect to each
   HomeTrust Benefit Plan). (b) To the extent that a Covered Employee becomes
eligible to participate in a HomeTrust Benefit Plan, HomeTrust Bank shall cause
 such HomeTrust Benefit Plan to (i) recognize full-time years of prior service
  from the date of most  exact hire of such Covered Employee with the Bank for
purposes of eligibility, participation, vesting and, except under any plan that
determines benefits on an actuarial basis, for benefit accrual, but only to the
extent that such service was recognized immediately prior to the Effective Time
   under a comparable Company Benefit Plan in which such Covered Employee was
 eligible to participate immediately prior to the Effective Time; provided that
  such recognition of service shall not operate to duplicate any benefits of a
   Covered Employee with respect to the same period of service; and (ii) with
 respect to any HomeTrust Benefit Plan that is a health, dental, vision plan or
  other welfare plan in which any Covered Employee is actually participating,
HomeTrust Bank shall honor any deductible, co-payment and out-of-pocket maximums
incurred by a Covered Employee and his or her eligible dependents under Company
Benefit Plan in which they participated immediately prior to transitioning into
 a HomeTrust Benefit Plan during the portion of the calendar year prior to such
transition in satisfying any deductibles, co-payments or out- of-pocket maximums
under HomeTrust Benefit Plan and use its commercially reasonable best efforts to
  cause any pre-existing condition limitations or eligibility waiting periods
    under such HomeTrust Bank plan to be waived with respect to such Covered
Employee and his or her eligible dependents to the extent such condition was or
  would have been covered under the Company Benefit Plan in which such Covered
Employee participated immediately prior to the Effective Time. (c) Prior to the
  Effective Time, and except as set forth in Section 6.5(d), the Company shall
  take, and shall cause the Bank to take, all actions reasonably requested by
  HomeTrust that may be necessary or appropriate to (i) cause one or more the
 Company Benefit Plans to terminate as of the Effective Time, or as of the date
   immediately preceding the Effective Time, (ii) cause benefit accruals and
 entitlements under any Company Benefit Plan to cease as of the Effective Time,
  or as of the date immediately preceding the Effective Time, (iii) cause the
  continuation on and after the Effective Time of any contract, arrangement or
insurance policy relating to any Company Benefit Plan for such period as may be
  requested by HomeTrust, or (iv) facilitate the merger of any Company Benefit
 Plan into any employee benefit plan maintained by HomeTrust or HomeTrust Bank.
  In furtherance of the foregoing, HomeTrust shall make any such request in a
timely manner that permits the Company or the Bank to take the requested action
      in accordance with the requirements and provisions (including notice
 requirements) of the applicable Company Benefit Plan, contract, arrangement or
 insurance policy. All resolutions, notices, or other documents issued, adopted
                                       or
--------------------------------------------------------------------------------
                               [[Image Removed]]
 44 executed in connection with the implementation of this Section 6.5(c) shall
be subject to HomeTrust's reasonable prior review and approval, which shall not
be unreasonably withheld or delayed. (d) At the Effective Time, HomeTrust shall
 cause HomeTrust Bank to assume and honor the employment, change in control and
  salary continuation agreements attached to or otherwise described in Section
 6.5(d) of the Company Disclosure Schedule. (e) HomeTrust shall cause HomeTrust
     Bank to provide to a Covered Employee who is not otherwise entitled to
   contractual or other severance or change in control benefits, a severance
benefit in the amount of two (2) weeks base pay for each full year of full time
 employment with the Bank from his or her most  exact hire date with the Bank,
    with a minimum severance benefit of four (4) weeks base pay and maximum
  severance benefit of twenty six (26) weeks base pay, if and only if (i) such
  Covered Employee's employment is involuntarily terminated by HomeTrust Bank
without cause at the time of or within one (1) year following the Effective Time
  and (ii) such Covered Employee executes a release of all employment claims,
which release shall be in a form that complies with Section 409A of the Code and
  is reasonably acceptable to HomeTrust Bank. Each such Covered Employee shall
   also be entitled to receive out placement support and priority application
 status for available positions at HomeTrust Bank. (f) Nothing in this Section
  6.5 shall be construed to limit the right of HomeTrust or HomeTrust Bank to
amend or terminate any Company Benefit Plan or other employee benefit plan after
the Effective Time, to the extent such amendment or termination is permitted by
  the terms of the applicable plan, nor shall anything in this Section 6.5 be
 construed to require HomeTrust Bank to retain the employment of any particular
Covered Employee for any fixed period of time following the Effective Time. (g)
 This Section 6.5 shall survive the Effective Time, is intended to benefit each
Covered Employee (each of whom shall be entitled to enforce this Section against
HomeTrust), and shall be binding on all successors and assigns of HomeTrust. 6.6
   Officers' and Directors' Insurance; Indemnification. (a) The Company shall
  purchase, prior to the Effective Time, a prepaid six (6) year "tail" policy
 providing single limit coverage under its or the Bank's current officers' and
directors' liability and insurance policy covering officers and directors of the
Company and the Bank for a premium cost not to exceed 300% of the current annual
premium for such insurance (the "Insurance Amount"). If such tail policy cannot
be obtained for the Insurance Amount, then HomeTrust shall either authorize the
    Company to purchase such policy for the required premium cost or provide
equivalent insurance coverage. The officers and directors of the Company or the
 Bank may be required to make application and provide customary representations
 and warranties to the Company's insurance carrier for the purpose of obtaining
    such insurance. (b) For six (6) years from and after the Effective Time,
 HomeTrust shall indemnify and hold harmless each person who is now, or who has
 been at any time before the date of this Agreement, or who becomes before the
   Effective Time, a director or officer of the Company or the Bank (each, a
    "Company Indemnified Party") against all losses, claims, damages, costs,
 expenses (including reasonable attorneys' fees and court costs), liabilities,
   judgments and amounts that are paid in settlement (which settlement shall
   require the prior written consent of HomeTrust, which consent shall not be
  unreasonably withheld, conditioned, or delayed) of or in connection with any
  claim, action, suit, proceeding, investigation or other proceeding, whether
                       civil, criminal, administrative or
--------------------------------------------------------------------------------
                               [[Image Removed]]
45 investigative (each, a "Claim"), in which a Company Indemnified Party is, or
  is threatened to be made, a party or witness or arising out of the fact that
 such person is or was a director or officer of the Company or the Bank if such
Claim pertains to any event, occurrence, or matter of fact arising, existing or
  occurring at or before the Effective Time (including the Merger and the Bank
 Merger and the other transactions contemplated hereby), regardless of whether
 such Claim is asserted or claimed before, or after, the Effective Time, to the
fullest extent permitted under the Company and Bank Articles or the Company and
 Bank By-laws and applicable law, including 12 USC 1828(k) and the regulations
  thereunder. (c) In connection with the indemnification provided pursuant to
 Section 6.6(b), HomeTrust (i) will advance expenses, promptly after statements
 therefor are received, to each Company Indemnified Party to the fullest extent
  permitted by law and Governmental Entities (provided the individual to whom
  expenses are advanced provides an undertaking to repay such advance if it is
ultimately determined that such individual is not entitled to indemnification),
including the payment of the fees and expenses of one counsel with respect to a
 matter, and one local counsel in each applicable jurisdiction, if necessary or
  appropriate, selected by such Company Indemnified Party or multiple Company
 Indemnified Parties, it being understood that they collectively shall only be
 entitled to one counsel and one local counsel in each applicable jurisdiction
 where necessary or appropriate (unless a conflict shall exist between them in
  which case they may retain separate counsel and local counsel as reasonably
 needed), with all such counsel to be reasonably satisfactory to HomeTrust, and
  (ii) will cooperate in the defense of any such matter. (d) This Section 6.6
     shall survive the Effective Time, is intended to benefit each Company
   Indemnified Party (each of whom shall be entitled to enforce this Section
   against HomeTrust), and shall be binding on all successors and assigns of
 HomeTrust. (e) In the event HomeTrust or any of its successors or assigns (i)
consolidates with or merges into any other person or entity and shall not be the
 continuing or surviving company or entity of such consolidation or merger, or
 (ii) transfers all or substantially all of its properties and assets to one or
 more other persons or entities, then, and in each such case, proper provision
    shall be made so that the successors and assigns of HomeTrust assume the
obligations set forth in this Section 6.6. 6.7 Notification of Certain Matters.
 Each of the Parties shall  supply prompt written notice to the other of any fact,
event or circumstance known to it that (a) is reasonably likely, individually or
 taken together with all other facts, events and circumstances known to it, to
 result in any Material Adverse Effect with respect to it or (b) would cause or
    constitute a material breach of any of its representations, warranties,
    covenants or agreements contained herein. Each of the Parties shall also
promptly inform the other in writing upon receiving notice of any claim, demand,
   cause of action or investigation by any Governmental Entity or third party
against, or threatened against, it or its Subsidiary or any of their respective
assets or properties or any of their respective directors, officers or employees
in their capacities as such. 6.8 Correction of Information. Each of the Parties
shall promptly correct and supplement in writing any information furnished under
  this Agreement so that such information shall be correct and complete in all
material respects at all times, without taking into account any Material Adverse
    Effect qualification, and shall include all facts necessary to make such
    information correct and complete in all material respects at all times;
  provided, however, that in each case, such disclosure shall not be deemed to
  cure any breach of a representation, warranty, covenant or agreement or any
failure of a condition under Article VII, or to otherwise limit or affect in any
               way the remedies available hereunder to any Party.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  46 6.9 System Integration. From and after the date hereof, the Company shall
  cause the Bank and its officers and employees to, and shall use commercially
 reasonable efforts (without undue disruption to either business) to cause the
  Bank's data processing consultants and software providers to, cooperate and
assist the Bank and HomeTrust Bank in connection with the planned electronic and
 systematic conversion of all applicable data of the Bank to the HomeTrust Bank
systems (to occur after the Effective Time), including the training of the Bank
  employees without undue disruption to the Bank's business, during and after
normal business hours and at the expense of HomeTrust or HomeTrust Bank (not to
include the Bank's employee payroll). 6.10 Coordination; Integration. Subject to
applicable law and regulation, during the period from the date hereof until the
 Effective Time, the Company shall cause the Chief Executive Officer and Chief
Financial Officer, Chief Credit Officer and Chief Information Technology Officer
    (or senior information technology personnel) of the Bank (without undue
disruption) to reasonably assist and confer with the officers of HomeTrust Bank,
on a regular basis, relating to the development, coordination and implementation
  of the post-Merger operating and integration plans of HomeTrust Bank, as the
  Surviving Bank in the Bank Merger. 6.11 Board Representation and Observation
Rights. Subject to any necessary approval by a Regulatory Agency, the Surviving
 Company and the Surviving Bank, as applicable, shall take action, as and when
required, whether prior to or after the Effective Time, including amending their
    respective by-laws, to effectuate the following: (a) Appoint Narasimhulu
Neelagaru, M.D. to serve on the Board of Directors of HomeTrust, subject to any
legal, bank regulatory or governance requirements, for a term commencing at the
  Effective Time and ending at the annual meeting of stockholders of HomeTrust
immediately following his attaining seventy-five (75) years of age (the "Initial
Term"). If at the end of the Initial Term (i) the Company Principal Stockholders
own five percent (5%) or more of the outstanding HomeTrust Common Stock and (ii)
 Narasimhulu Neelagaru, M.D. is in good standing as a director of HomeTrust and
  desires to continue to serve on the HomeTrust Board of Directors, he shall,
  subject to any legal or bank regulatory requirements and the granting of an
  exemption from the mandatory retirement provisions of the HomeTrust By-laws
 (which the HomeTrust Board plans to grant (and will not unreasonably refuse to
   grant) as being in the best interests of HomeTrust and HomeTrust Bank), be
 included in the slate of directors to be elected by stockholders for up to two
(2) additional one (1) year terms. If Narasimhulu Neelagaru, M.D. ceases service
as a member of the HomeTrust Board of Directors for any reason other than cause,
   disability or death, he shall, during the time that the Company Principal
 Stockholders own five percent (5%) or more of the outstanding HomeTrust Common
    Stock, be entitled to serve as an advisory director of HomeTrust. (b) If
Narasimhulu Neelagaru, M.D. ceases service as a member of the HomeTrust Board of
 Directors due to disability or death, Dr. Suleka Neelagaru or Bryan Cohen, as
    selected by Narasimhulu Neelagaru, M.D. or his guardian (in the case of
 disability) or by the executor of his estate (in the case of death), shall be
 entitled to serve as an advisory director of HomeTrust for a one year term. At
the expiration of such term, such advisory director shall be considered, in good
   faith, for membership on the HomeTrust Board of Directors under its normal
  review process, if at such time the Company Principal Stockholders own five
 percent (5%) or more of the outstanding HomeTrust Common Stock. (c) HomeTrust
   Board of Directors committee assignments during the service of Narasimhulu
Neelagaru, M.D. as a director will be determined as to him based upon his status
        at such time as an "independent" and/or "non-employee" director.
--------------------------------------------------------------------------------
                               [[Image Removed]]
   47 (d) During the tenure of Narasimhulu Neelagaru, M.D. as a member of the
    HomeTrust Board of Directors, Bryan Cohen, at the request of Narasimhulu
 Neelagaru, M.D. shall be invited to attend board meetings as an observer (but
not as a participant). (e) Notwithstanding the foregoing and in lieu thereof, if
Narasimhulu Neelagaru, M.D. should become disabled or die prior to the Effective
   Time, then Dr. Suleka Neelagaru or Bryan Cohen, as selected by Narasimhulu
Neelagaru, M.D.'s guardian (in the case of disability) or by the executor of his
   estate (in the cause of death) shall be appointed to serve on the Board of
  Directors of HomeTrust, subject to any legal, bank regulatory or governance
  requirements, for a term commencing on the Effective Time and ending at the
annual meeting of stockholders of HomeTrust in November 2025. At the end of such
 term, such director (i.e., Dr. Suleka Neelagaru or Bryan Cohen, as applicable)
    shall be considered in good faith for inclusion in HomeTrust's slate of
 directors for an additional term of two (2) years, if at such time the Company
    Principal Stockholders own five percent (5%) or more of the outstanding
HomeTrust Common Stock. (f) The provisions above in this Section 6.11 shall also
apply to HomeTrust Bank, if at such time a majority of the members of the Board
    of Directors of HomeTrust are then members of the Board of Directors of
   HomeTrust Bank. (g) This Section 6.11 shall survive the Effective Time, is
   intended for the benefit of the individuals named herein (each of whom may
enforce the provisions hereof), but this Section 6.11 shall not be binding upon
     any successor of HomeTrust or HomeTrust Bank. 6.12 Resale Registration
Statement; Registration Rights(a) Subject to the provisions of Section 6.12(d),
HomeTrust shall use its commercially reasonable best efforts to file a Form S-3
registration statement (the "Resale Registration Statement") with the SEC within
forty-five (45) business days after the Closing Date, to register the shares of
      HomeTrust Common Stock issued in the Merger to the Company Principal
    Stockholders (the "Registrable Securities"). (b) HomeTrust shall use its
   commercially reasonable best efforts to: (i) keep the Resale Registration
  Statement effective until the earlier to occur of (A) the date on which all
 Registrable Securities included in the Resale Registration Statement have been
  sold, or (B) the two (2) year anniversary of the effectiveness of the Resale
 Registration Statement; (ii) prepare and file with the SEC such amendments to
     the Resale Registration Statement and amendments or supplements to the
 prospectus used in connection therewith as may be necessary to comply with the
 provisions of the Securities Act with respect to the sale or other disposition
  of all Registrable Securities included in the Resale Registration Statement;
 (iii) furnish to each Company Principal Stockholder whose shares of HomeTrust
 Common Stock are registered pursuant to the Resale Registration Statement such
number of copies of any prospectus (including any preliminary prospectus and any
 amended or supplemented prospectus) in conformity with the requirements of the
   Securities Act as each such stockholder may reasonably request in order to
  effect the offering and sale of the Registrable Securities to be offered and
sold by such stockholder thereunder, but only while HomeTrust shall be required
under the provisions hereof to cause the Resale Registration Statement to remain
 effective; (iv) register or qualify the Registrable Securities covered by the
  Resale Registration Statement under the securities or blue sky laws of such
   jurisdictions as each such stockholder shall reasonably request; provided,
 however, that HomeTrust shall not be required in connection therewith or as a
  condition thereto to qualify to do business or to file a general consent to
 service of process in any such jurisdiction where it has not been qualified or
is not otherwise subject to a general consent for service of process; and (v) in
the event of the issuance of any stop order suspending the effectiveness of the
Resale Registration Statement, or of any order suspending or preventing the use
           of any related prospectus or suspending the qualification
--------------------------------------------------------------------------------
                               [[Image Removed]]
 48 of any Registrable Securities included in the Resale Registration Statement
for sale in any jurisdiction, obtain promptly the withdrawal of such order. (c)
     All costs and expenses incurred in connection with any registration of
 Registrable Securities pursuant to this Section 6.12, including all SEC fees,
blue sky registration and filing fees, Nasdaq notices and filing fees, printing
 fees and expenses, transfer agents' and registrars' fees and expenses, and all
  reasonable fees and expenses of HomeTrust's outside counsel and independent
 accountants shall be paid by HomeTrust. HomeTrust shall not be responsible for
  any legal fees for any Principal Stockholder or any selling expenses of any
  Principal Stockholder (including any broker's fees or commissions). (d) As a
 condition to the filing of the Resale Registration under Section 6.12(a), each
    Company Principal Stockholder shall provide to HomeTrust all information
      reasonably requested by HomeTrust relating to such Company Principal
   Stockholder, the Company and the Bank, and their respective directors and
officers that HomeTrust intends to include in the Resale Registration Statement
   or in any other document to be filed with the SEC or any state securities
regulatory authority; and each Company Principal Stockholder shall certify that
   none of such information provided by it contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
 therein, in light of the circumstances in which they are made, not misleading.
 (e) This Section 6.12 shall survive the Effective Time, is intended to benefit
 each Company Principal Stockholder (each of whom shall be entitled to enforce
  this Section against HomeTrust), and shall be binding on all successors and
assigns of HomeTrust. 6.13 Financial Statements. The consolidated balance sheets
 as of future dates and the related statements of income, comprehensive income,
  shareholders' equity and cash flows of HomeTrust for the periods then ended,
  which may be filed by HomeTrust with the SEC subsequent to the date of this
  Agreement, shall be prepared from the books and records of HomeTrust and its
      Subsidiaries and shall fairly present, in all material respects, the
consolidated financial position, results of operations, shareholders' equity and
cash flows of HomeTrust at the dates and for the periods indicated in conformity
with GAAP applied on a consistent basis throughout the periods indicated, except
    that unaudited financial statements may (a) omit the footnote disclosure
    required by GAAP and (b) be subject to normal year-end audit adjustments
   required by GAAP. ARTICLE VII CONDITIONS PRECEDENT 7.1 Conditions to Each
  Party's Obligations. The respective obligations of the Parties to effect the
Merger shall be subject to the satisfaction or, to the extent permitted by law,
waiver by each of the Parties, at or prior to the Closing Date, of the following
 conditions: (a) No Injunctions or Restraints; Illegality. No order, injunction
or decree issued by any court or agency of competent jurisdiction or law, rule,
or regulation preventing or making illegal the consummation of the Merger or the
    Bank Merger shall be in effect. (b) Regulatory Approvals. All regulatory
authorizations, consents, orders or approvals from Regulatory Agencies and other
  Governmental Entities required to consummate the Merger and the Bank Merger
    shall have been obtained without the imposition of any Unduly Burdensome
Condition, and such authorizations, consents, orders and approvals shall remain
 in full force and effect and all statutory waiting periods in respect thereof
                          shall have expired (all such
--------------------------------------------------------------------------------
                               [[Image Removed]]
49 approvals and the expiration of all such waiting periods being referred to as
   the "Requisite Regulatory Approvals"). As used in this Agreement, the term
  "Unduly Burdensome Condition" means any condition or requirement that (i) is
  reasonably deemed unduly burdensome by HomeTrust including any condition or
 requirement that would increase the minimum regulatory capital requirement of
  HomeTrust or HomeTrust Bank, and (ii) would reasonably be expected to have a
  Material Adverse Effect on the Surviving Company after giving effect to the
 Merger; provided, however, that (A) any condition or requirement imposed by a
 Regulatory Agency or other Governmental Entity which is customarily imposed in
 published orders or approvals for transactions such as the Merger shall not be
deemed to be an Unduly Burdensome Condition and (B) prior to declaring an Unduly
  Burdensome Condition and electing not to effect the Merger a result thereof,
 HomeTrust shall negotiate in good faith with the relevant Regulatory Agency or
other Governmental Entity to seek a commercially reasonable modification to the
 condition or requirement to reduce the burdensome nature thereof such that the
 condition or requirement no longer constitutes an Unduly Burdensome Condition.
   7.2 Conditions to Obligations of HomeTrust. The obligation of HomeTrust to
    effect the Merger is also subject to the satisfaction, or, to the extent
 permitted by law, waiver by HomeTrust, at or prior to the Closing Date, of the
 following conditions: (a) Representations and Warranties. The representations
and warranties of the Company contained in Section 3.2 (Capitalization) shall be
true and correct in all respects (other than inaccuracies that are de minimis in
  amount and effect), Section 3.7 (Broker's Fees) and Section 3.8 (Absence of
Changes), in each case after giving effect to the lead-in to Article III, shall
be true and correct in all respects (other than inaccuracies that are immaterial
  in amount and effect to the Company and the Bank taken as a whole) as of the
 date of this Agreement and as of the Closing Date as though made on and as of
the Closing Date (except that representations and warranties that by their terms
  speak specifically as of the date of this Agreement or another date shall be
 true and correct only as of such date); the representations and warranties of
  the Company contained in Section 3.3 (Authority; No Violation), after giving
effect to the lead-in to Article III, shall be true and correct in all material
 respects as of the date of this Agreement and as of the Closing Date as though
 made on and as of the Closing Date (except that representations and warranties
   that by their terms speak specifically as of the date of this Agreement or
    another date shall be true and correct only as of such date); all other
 representations and warranties of the Company contained in Article III of this
Agreement (i) shall be true and correct in all material respects as of the date
  of this Agreement (except that representations and warranties that by their
terms speak specifically as of another date shall be true and correct only as of
  such date) after giving effect to the lead-in to Article III, and (ii) read
 without giving effect to any qualification or exception for, or reference to,
  materiality (including the terms "material," "materially," "in all material
     respects" or similar terms or phrases) or any Material Adverse Effect
 qualification, but after giving effect to the lead-in to Article III, shall be
true and correct as of the Closing Date as though made on and as of the Closing
   Date (except that representations and warranties that by their terms speak
specifically as of the date of this Agreement or another date shall be true and
 correct only as of such date), provided, however, that for purposes of clause
(ii), such representations and warranties shall be deemed to be true and correct
 unless the failure or failures of such representations and warranties to be so
  true and correct, either individually or in the aggregate, has had or would
  reasonably be expected to have a Material Adverse Effect on the Company; and
 HomeTrust shall have received a certificate signed on behalf of the Company by
the Chief Executive Officer or the Chief Financial Officer of the Company to the
  foregoing effect. (b) Performance of Obligations of the Company. The Company
  shall have performed in all material respects all obligations required to be
                      performed by it under this Agreement
--------------------------------------------------------------------------------
                               [[Image Removed]]
    50 at or prior to the Closing Date; and HomeTrust shall have received a
 certificate signed on behalf of the Company by the Chief Executive Officer or
   the Chief Financial Officer of the Company to such effect. (c) Third Party
 Consents. The Company shall have obtained the written consent (without payment
of any fee, penalty or compensation therefor) from each person or entity who is
a counterparty to any contract, agreement, license or lease set forth in Section
3.3(b) of the Company Disclosure Schedule (or which was required to be set forth
   in Section 3.3(b) of the Company Disclosure Schedule). (d) Opinion of Tax
Counsel. HomeTrust shall have received an opinion from Silver, Freedman, Taff &
 Tiernan, L.L.P., special counsel to HomeTrust, dated the Closing Date, to the
  effect that, on the basis of the facts, representations and assumptions set
       forth or referred to in such opinion, the Merger will qualify as a
"reorganization" within the meaning of Section 368(a) of the Code. In rendering
its opinion, Silver, Freedman, Taff & Tiernan, L.L.P. may require and rely upon
representations contained in letters from each of HomeTrust and the Company. (e)
  Company Minority Stockholders. The Company Principal Stockholders shall have
acquired, or the Company shall have redeemed, all of the shares of capital stock
     or other voting securities of the Company held by the Company Minority
 Stockholders. 7.3 Conditions to Obligations of the Company. The obligation of
 the Company to effect the Merger is also subject to the satisfaction or waiver
 by the Company, at or prior to the Closing Date, of the following conditions:
   (a) Representations and Warranties. The representations and warranties of
HomeTrust contained in Section 4.2 (Capitalization) shall be true and correct in
all respects (other than inaccuracies that are de minimis in amount and effect),
 Section 4.7 (Broker's Fees) and Section 4.8 (Absence of Changes), in each case
 after giving effect to the lead-in to Article IV, shall be true and correct in
all respects (other than inaccuracies that are immaterial in amount and effect)
 as of the date of this Agreement and as of the Closing Date as though made on
 and as of the Closing Date (except that representations and warranties that by
their terms speak specifically as of the date of this Agreement or another date
    shall be true and correct only as of such date); the representations and
  warranties of HomeTrust contained in Section 4.3 (Authority; No Violation),
 after giving effect to the lead-in to Article IV, shall be true and correct in
  all material respects as of the date of this Agreement and as of the Closing
 Date as though made on and as of the Closing Date (except that representations
  and warranties that by their terms speak specifically as of the date of this
 Agreement or another date shall be true and correct only as of such date); all
  other representations and warranties of HomeTrust contained in Article IV of
this Agreement (i) shall be true and correct in all material respects as of the
date of this Agreement (except that representations and warranties that by their
terms speak specifically as of another date shall be true and correct only as of
   such date) after giving effect to the lead-in to Article IV, and (ii) read
 without giving effect to any qualification or exception for, or reference to,
  materiality (including the terms "material," "materially," "in all material
     respects" or similar terms or phrases) or any Material Adverse Effect
 qualification, but after giving effect to the lead-in to Article IV, shall be
true and correct as of the Closing Date as though made on and as of the Closing
   Date (except that representations and warranties that by their terms speak
specifically as of the date of this Agreement or another date shall be true and
 correct only as of such date), provided, however, that for purposes of clause
(ii), such representations and warranties shall be deemed to be true and correct
 unless the failure or failures of such representations and warranties to be so
  true and correct, either individually or in the aggregate, has had or would
 reasonably be expected to have a Material Adverse Effect on HomeTrust; and the
         Company shall have received a certificate signed on behalf of
--------------------------------------------------------------------------------
                               [[Image Removed]]
 51 HomeTrust by the Chief Executive Officer or the Chief Financial Officer of
HomeTrust to the foregoing effect. (b) Performance of Obligations of HomeTrust.
HomeTrust shall have performed in all material respects all obligations required
to be performed by it under this Agreement at or prior to the Closing Date, and
 the Company shall have received a certificate signed on behalf of HomeTrust by
the Chief Executive Officer or the Chief Financial Officer of HomeTrust to such
 effect. (c) Opinion of Tax Counsel. The Company shall have received an opinion
from Hunton Andrews Kurth LLP, special counsel to the Company, dated the Closing
    Date, to the effect that, on the basis of the facts, representations and
assumptions set forth or referred to in such opinion, the Merger will qualify as
    a "reorganization" within the meaning of Section 368(a) of the Code. In
   rendering its opinion, Hunton Andrews Kurth LLP may require and rely upon
  representations contained in letters from each of HomeTrust and the Company.
 ARTICLE VIII TERMINATION AND AMENDMENT 8.1 Termination. This Agreement may be
terminated at any time prior to the Effective Time, except as otherwise provided
 in Section 8.1(e), by action of the terminating Party's Board of Directors, as
follows: (a) by the written mutual consent of the Company and HomeTrust; (b) by
 either the Company or HomeTrust, if any Governmental Entity that must grant a
  Requisite Regulatory Approval has denied approval of the Merger or the Bank
 Merger and such denial has become final and nonappealable or any Governmental
  Entity of competent jurisdiction shall have issued a final and nonappealable
 order, injunction or decree permanently enjoining or otherwise prohibiting or
  making illegal the consummation of the Merger or the Bank Merger, unless the
failure to obtain a Requisite Regulatory Approval shall be due to the failure of
    the Party seeking to terminate this Agreement to perform any covenant or
  agreement in this Agreement required to be performed prior to the Effective
Time; (c) by either the Company or HomeTrust, if the Merger shall not have been
 consummated on or before March 31, 2023, unless the failure of the Closing to
   occur by such date shall be due solely to a delay in receiving a Requisite
Regulatory Approval, in which case the date shall be extended to June 30, 2023;
provided further that such failure of the Closing to occur by such date is not a
   result of the failure of the Party seeking to terminate this Agreement to
perform or observe the covenants and agreements of such Party set forth in this
Agreement; (d) by either the Company or HomeTrust (provided that the terminating
 Party is not then in material breach of any representation, warranty, covenant
 or other agreement contained herein), if there shall have been a breach of any
 of the covenants or agreements or any of the representations or warranties set
forth in this Agreement on the part of the Company, in the case of a termination
 by HomeTrust, or HomeTrust, in the case of a termination by the Company, which
 breach, either individually or in the aggregate, would result in, if occurring
  or continuing on the Closing Date, the failure of any of the conditions set
 forth in Section 7.2 or 7.3, as the case may be, and which is not cured within
thirty (30) days following written notice to the Party committing such breach or
      by its nature or timing cannot be cured within such time period; or
--------------------------------------------------------------------------------
                               [[Image Removed]]
52 (e) by the Company during the five day period commencing on the Determination
Date (as defined below), if both of the following conditions are satisfied: (i)
The number obtained by dividing the Determination Date Average Closing Price by
the Starting Price (as defined below) (the "HomeTrust Ratio") shall be less than
    0.80; and (ii) (x) the HomeTrust Ratio shall be less than (y) the number
 obtained by dividing the Final Index Price by the Index Price on the Starting
  Date (each as defined below) and subtracting 0.20 from the quotient in this
 clause (ii) (y) (such number in this clause (ii) (y) being referred to herein
 as, the "Index Ratio"); subject, however, to the following three sentences. If
 the Company elects to exercise its termination right pursuant to this Section
8.1(e), it shall  supply written notice to HomeTrust (provided that such notice of
 election to terminate may be withdrawn at any time during the five day period
 commencing with the Determination Date). For purposes of this Section 8.1(e),
  the following terms shall have the meanings indicated: "Determination Date"
    shall mean the date on which the last approval, consent or waiver of any
 Governmental Entity required to permit the consummation of the Merger and the
  Bank Merger is received and all statutory waiting periods in respect thereof
shall have expired. "Determination Date Average Closing Price" means the average
 of the per share closing prices of a share of HomeTrust Common Stock on Nasdaq
     (as reported by Bloomberg L.P., or if not reported thereby, in another
authoritative source) during the 20 consecutive full trading days ending on the
trading day prior to the Determination Date. "Final Index Price" shall mean the
 average of the Index Prices for the 20 consecutive full trading days ending on
 the trading day prior to the Determination Date. "Index Group" shall mean the
  Nasdaq Bank Index (IBIX). "Index Price" shall mean the closing price on such
    date of the Index Group. "Starting Date" shall mean the last trading day
 immediately preceding the date of the first public announcement of entry into
  this Agreement. "Starting Price" shall mean the closing price of a share of
   HomeTrust Common Stock on Nasdaq (as reported by Bloomberg L.P. or, if not
  reported thereby, in another authoritative source) on the Starting Date. The
Party desiring to terminate this Agreement pursuant to clause (b), (c), (d), or
  (e) of this Section 8.1 shall  supply written notice of such termination to the
    other Party in accordance with Section 9.3, specifying the provision or
provisions hereof pursuant to which such termination is effected. 8.2 Effect of
Termination. In the event of termination of this Agreement by either the Company
 or HomeTrust as provided in Section 8.1, this Agreement shall forthwith become
 void and have no effect, and none of the Company, the Company's shareholders,
    HomeTrust, any of their respective Subsidiaries or any of the officers,
  directors or employees of any of them shall have any liability of any nature
    whatsoever under this Agreement, or in connection with the transactions
--------------------------------------------------------------------------------
                               [[Image Removed]]
 53 contemplated by this Agreement, except that (i) Sections 8.2, 8.3, and 9.4
 through 9.12 shall survive any termination of this Agreement, and (ii) if this
 Agreement is terminated under Section 8.1(d), the non-terminating Party shall
 not be relieved or released from any liabilities or damages arising out of its
  willful and material breach of any provision of this Agreement. 8.3 Fees and
Expenses. Except as otherwise specifically provided in this Agreement, all fees
 and expenses incurred in connection with this Agreement, the Merger, the Bank
Merger, and the other transactions contemplated by this Agreement shall be paid
   by the Party incurring such fees or expenses, whether or not the Merger is
  consummated. 8.4 Amendment. This Agreement may be amended by the Parties, by
action taken or authorized by their respective Boards of Directors, at any time;
  provided, however, there may not be, without further approval of the Company
 Principal Stockholders, any amendment of this Agreement that requires further
approval by the stockholders of the Company under applicable law. This Agreement
 may not be amended except by an instrument in writing signed on behalf of each
of the Parties. 8.5 Extension; Waiver. At any time prior to the Effective Time,
    the Parties, by action taken or authorized by their respective Board of
   Directors, may, to the extent legally allowed, (a) extend the time for the
  performance of any of the obligations or other acts of the other Party, (b)
waive any inaccuracies in the representations and warranties of the other Party
 contained in this Agreement or (c) waive compliance with any of the agreements
 of the other Party or conditions to the obligations of such Party contained in
 this Agreement. Any agreement on the part of a Party to any such extension or
waiver shall be valid only if set forth in a written instrument signed on behalf
 of such Party, and any such extension or waiver or failure to insist on strict
   compliance with an obligation, covenant, agreement or condition shall not
  operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. ARTICLE IX GENERAL PROVISIONS 9.1 Closing. On the terms and subject to
   the conditions set forth in this Agreement, the closing of the Merger (the
 "Closing") shall take place on a date no later than the first business day of
  the month next following (but no earlier than five business days after) the
satisfaction or waiver (subject to applicable law) of all of the conditions set
forth in Article VII (other than those conditions that by their nature are to be
satisfied or waived at the Closing), unless extended by mutual agreement of the
    Parties (the date on which the Closing shall occur, the "Closing Date");
   provided in no event will the Closing occur prior to January 2, 2023. 9.2
     Nonsurvival of Representations, Warranties and Agreements. None of the
    representations, warranties, covenants and agreements set forth in this
   Agreement or in any instrument delivered pursuant to this Agreement shall
 survive the Effective Time, except for Section 6.5, Section 6.6, Section 6.11,
  Section 6.12 and for those other covenants and agreements contained in this
 Agreement that by their terms apply or are to be performed in whole or in part
 after the Effective Time. 9.3 Notices. All notices and other communications in
connection with this Agreement shall be in writing and shall be deemed given if
 delivered personally, sent via email (with confirmation), mailed by registered
or certified mail (return receipt requested) or delivered by an express courier
(with confirmation) to the Parties at the following addresses (or at such other
           address for a party as shall be specified by like notice):
--------------------------------------------------------------------------------
                               [[Image Removed]]
    54 (a) if to HomeTrust, to: HomeTrust Bancshares, Inc. 10 Woodfin Street
   Asheville, N.C. 28801 Attention: C. Hunter Westbrook, President and Chief
   Operating Officer Email: Hunter.Westbrook@htb.com with a copy to: Silver,
Freedman, Taff & Tiernan, L.L.P. 3299 K Street, N.W., Suite 100 Washington, D.C.
    20007 Attention: Barry Taff or Marty Meyrowitz Email: barry@sfttlaw.com
 mey@sfttlaw.com (b) if to the Company, to: Quantum Capital Corp. 505 Peachtree
 Industrial Blvd. Suwanee, GA 30024 Attention: Bryan J. Cohen, President Email:
   bcohen@quantumbank.com with a copy to: Hunton Andrews Kurth LLP 1445 Ross
Avenue, Suite 3700 Dallas, TX 75202 Attention: Peter G. Weinstock or Heather A.
 Eastep Email: pweinstock@huntonak.com heastep@huntonak.com 9.4 Interpretation.
 When a reference is made in this Agreement to Articles, Sections, Exhibits or
  Schedules, such reference shall be to an Article or Section of or Exhibit or
 Schedule to this Agreement unless otherwise indicated. The table of contents,
    index of defined terms, and headings contained in this Agreement are for
     reference purposes only and shall not affect in any way the meaning or
 interpretation of this Agreement. Whenever the words "include," "includes" or
 "including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." Whenever reference is made to the "knowledge" of
   a Party, it shall mean to the  genuine knowledge of any executive officer or
 director of such Party. All schedules and exhibits hereto shall be deemed part
of this Agreement and included in any reference to this Agreement. If any term,
  provision, covenant or restriction contained in this Agreement is held by a
 court or a federal or state regulatory agency of competent jurisdiction to be
    invalid, void or unenforceable, the remainder of the terms, provisions,
  covenants and restrictions contained in this Agreement shall remain in full
 force and effect, and shall in no way be affected, impaired or invalidated. If
  for any reason any such court or regulatory agency determines that any term,
provision, covenant or restriction is invalid, void or unenforceable, it is the
    express intention of the Parties that such term, provision, covenant or
            restriction be enforced to the maximum extent permitted.
--------------------------------------------------------------------------------
                               [[Image Removed]]
55 9.5 Counterparts. This Agreement may be executed in two or more counterparts
   (including by facsimile or other electronic means), all of which shall be
     considered one and the same agreement, and shall become effective when
counterparts have been signed by each of the Parties and delivered to the other
 party, it being understood that each party need not sign the same counterpart.
     9.6 Entire Agreement. This Agreement (including the documents and the
 instruments referred to in this Agreement), together with the Confidentiality
 Agreement, constitutes the entire agreement, and supersedes all prior written,
 and prior or contemporaneous oral, agreements and understandings, between the
  Parties with respect to the subject matter of this Agreement, other than the
 Confidentiality Agreement. 9.7 Governing Law. This Agreement shall be governed
and construed in accordance with the laws of the State of Delaware applicable to
 contracts made and performed entirely within such state, without regard to any
applicable conflicts of law principles or any other principle that could require
the application of the law of any other jurisdiction. 9.8 Publicity. Neither the
Company nor HomeTrust shall, and neither the Company nor HomeTrust shall permit
   the Bank or HomeTrust Bank to, issue or cause the publication of any press
  release or other public announcement with respect to, or otherwise make any
  public statement concerning, the transactions contemplated by this Agreement
without the prior consent (which shall not be unreasonably withheld or delayed)
    of HomeTrust, in the case of a proposed announcement or statement by the
Company, or the Company, in the case of a proposed announcement or statement by
 HomeTrust; provided, however, that either party may, without the prior consent
  of the other party (but after prior consultation with the other party to the
 extent practicable under the circumstances), issue or cause the publication of
any press release or other public announcement to the extent required by law or
    by the rules and regulations of the Nasdaq. 9.9 Assignment; Third Party
   Beneficiaries. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned or delegated by either of the
  Parties (whether by operation of law or otherwise) without the prior written
    consent of the other party (which shall not be unreasonably withheld or
  delayed). Any purported assignment in contravention hereof shall be null and
 void. Subject to the two immediately preceding sentences, this Agreement shall
   be binding upon, inure to the benefit of and be enforceable by each of the
  Parties and their respective successors and assigns. Except for Section 6.5,
 Section 6.6, Section 6.11, Section 6.12 or as otherwise specifically provided
 herein, this Agreement is not intended to and does not confer upon any person
other than the Parties hereto any rights or remedies under this Agreement. 9.10
 Specific Performance; Time of the Essence. The Parties agree that irreparable
  damage would occur in the event that any of the provisions of this Agreement
 were not performed in accordance with their specific terms. It is accordingly
  agreed that the Parties shall be entitled specific performance of the terms
 hereof, without the necessity of demonstrating irreparable harm or posting of
   any bond or security, in addition to any other remedies to which they are
    entitled at law or equity. Time is of the essence for performance of the
  agreements, covenants and obligations of the Parties herein. 9.11 Attorneys'
 Fees. In the event of any claim, action, suit, or proceeding arising out of or
 in any way relating to this Agreement or the transactions contemplated hereby,
the prevailing party shall be entitled to recover from the non-prevailing party
 all fees, expenses, and disbursements, including without limitation reasonable
attorneys' fees and court costs, incurred by such prevailing party in connection
with such claim, action, suit, or proceeding, in addition to any other relief to
                  which such prevailing party may be entitled.
--------------------------------------------------------------------------------
                               [[Image Removed]]
      56 9.12 JURY TRIAL WAIVER. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO
  A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, SUIT, OR PROCEEDING UNDER,
 ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
                        HEREBY. (Signature Page Follows)
--------------------------------------------------------------------------------
                               [[Image Removed]]
57 HomeTrust and the Company have caused this Agreement to be executed by their
    respective officers thereunto duly authorized as of the date first above
written. HOMETRUST BANCSHARES, INC. By: /s/ C. Hunter Westbrook Name: C. Hunter
Westbrook Title: President and Chief Operating Officer QUANTUM CAPITAL CORP. By:
    /s/ Narasimhulu Neelagaru, M.D. Name: Narasimhulu Neelagaru, M.D. Title:
                             Chairman of the Board
--------------------------------------------------------------------------------
                               [[Image Removed]]
News Release Date: July 25, 2022 Contact: C. Hunter Westbrook Tony J. VunCannon
  President & Chief Operating Officer EVP, Chief Financial Officer, Corporate
   Secretary & Treasurer 828.365.7084 828.350.3049 HomeTrust Bancshares, Inc.
  Announces Merger with Quantum Capital Corp. ASHEVILLE, N.C., July 25, 2022 -
HomeTrust Bancshares, Inc. (NASDAQ: HTBI) ("HomeTrust"), the holding company of
  HomeTrust Bank, today announces the signing of a definitive merger agreement
    ("Agreement") whereby Quantum Capital Corp. ("Quantum") will merge with
HomeTrust in a stock and cash transaction valued at approximately $67.6 million
  (the "Transaction"). Quantum is the holding company of Quantum National Bank
("Bank"), a high-performing $660 million asset bank with three locations in the
   Atlanta metro area. Quantum currently operates as an S-Corporation and was
 founded in 1995 by current Chairman Dr. Narasimhulu Neelagaru ("Dr. Neel"), a
   retired cardiologist and internist. The Bank is focused on small business
 lending and is consistently ranked as one of Georgia's most profitable banks.
The Bank is a Small Business Administration ("SBA") Preferred Lender, generating
the third highest volume of SBA 7a loans in Georgia during 2021. "We are excited
    to be partnering with one of the highest performing banks in Georgia and
    throughout the Southeast," said C. Hunter Westbrook, President and Chief
 Operating Officer of HomeTrust. "Quantum's strong team of experienced business
 bankers specializing in the origination of SBA loans aligns perfectly with our
strategic initiatives to expand our fee-based businesses and grow our commercial
 deposit base. The addition of Quantum will catapult our financial performance
 and accelerate our goal of becoming a top performing bank. Further, Atlanta is
 one of the most dynamic markets in the country, which is perfectly suited for
  our branch-lite expansion strategy. Simply said, this transaction presents a
   unique opportunity for HomeTrust to expand our franchise and meaningfully
  enhance our profitability." Dr. Neel said, "We are excited to engage in this
  strategic combination with HomeTrust, a bank that shares our core values and
 culture. This merger will create meaningful opportunities for our employees to
  continue driving our exceptional financial performance while preserving our
high-touch approach to serving our customers." Upon closing of the transaction,
Dr. Neel will join the board of directors of HomeTrust and HomeTrust Bank. Bryan
Cohen, the President of Quantum and Chief Executive Officer of Quantum National
 Bank, will serve as the Georgia Market President of HomeTrust Bank. Under the
 terms of the Agreement, HomeTrust will pay approximately $33.0 million of cash
  and issue 1,374,646 shares of HomeTrust common stock to the shareholders of
  Quantum. HomeTrust will file within forty-five (45) business days following
 completion of the Transaction a registration statement covering the resale of
 all common shares issued in the Transaction, subject to any limitations under
Rule 144. Upon consummation of the Transaction, Quantum will be merged with and
into HomeTrust and Quantum National Bank will be merged with and into HomeTrust
   Bank. Quantum National Bank's branch offices will become branch offices of
  HomeTrust Bank. HomeTrust expects the merger to be accretive to earnings per
share by more than 20% once cost savings are fully achieved beginning in fiscal
  year 2024. HomeTrust estimates dilution to tangible book value per share of
  approximately 7.5% at closing of the transaction with an earn-back period of
   less than 2.5 years. The boards of directors of HomeTrust and Quantum have
   approved the proposed transaction, which is expected to occur in the first
calendar quarter of 2023, subject to approval by bank regulatory authorities. A
     copy of HomeTrust's investor presentation is available under "Investor
Relations" on HomeTrust's website, www.htb.com. Raymond James & Associates, Inc.
   is serving as financial advisor and Silver Freedman, Taff & Tiernan LLP is
serving as legal counsel to HomeTrust on the transaction. Piper Sandler & Co. is
 serving as financial advisor and Hunton Andrews Kurth LLP is serving as legal
                     counsel to Quantum on the transaction.
--------------------------------------------------------------------------------
                               [[Image Removed]]
No Offer or Solicitation This press release is being provided for informational
     purposes only and does not constitute (i) an offer to purchase, nor a
 solicitation of an offer to sell, subscribe for or buy any securities, or (ii)
an offer to exchange any securities. There shall not be any offer, solicitation,
 sale or exchange of any securities in any state or other jurisdiction in which
such offer, sale, or exchange is not permitted. About HomeTrust Bancshares, Inc.
  HomeTrust Bancshares, Inc. is the holding company for HomeTrust Bank. As of
March 31, 2022, HomeTrust had assets of $3.5 billion. HomeTrust Bank, founded in
     1926, is a North Carolina state chartered, community-focused financial
institution committed to providing value added relationship banking with over 30
 locations as well as online/mobile channels. Locations include: North Carolina
 (including the Asheville metropolitan area, the "Piedmont" region, Charlotte,
     and Raleigh/Cary), Upstate South Carolina (Greenville), East Tennessee
  (including Kingsport/Johnson City, Knoxville, and Morristown) and Southwest
 Virginia (including the Roanoke Valley). Forward-Looking Statements This press
release includes "forward-looking statements" within the meaning of the Private
 Securities Litigation Reform Act of 1995. Such statements often include words
such as "believe," "expect," "anticipate," "estimate," and "intend" or future or
    conditional verbs such as "will," "would," "should," "could," or "may."
   Forward-looking statements are not historical facts but instead represent
management's current expectations and forecasts regarding future events, many of
   which are inherently uncertain and outside of HomeTrust's control. Actual
   results may differ, possibly materially, from those currently expected or
    projected in these forward-looking statements. Factors that could cause
  HomeTrust's  genuine results to differ materially from those described in the
    forward-looking statements include: the effect of the COVID-19 pandemic,
including on HomeTrust's credit quality and business operations, as well as its
      impact on general economic and financial market conditions and other
   uncertainties resulting from the COVID-19 pandemic, such as the extent and
  duration of the impact on public health, the U.S. and global economies, and
consumer and corporate customers, including economic activity, employment levels
 and market liquidity; increased competitive pressures; changes in the interest
 rate environment; changes in general economic conditions and conditions within
 the securities markets; legislative and regulatory changes; and other factors
described in HomeTrust's latest Annual Report on Form 10-K and Quarterly Reports
 on Form 10-Q and other documents filed with or furnished to the Securities and
 Exchange Commission (the "SEC"), which are available on HomeTrust's website at
  www.htb.com and on the SEC's website at www.sec.gov. These risks could cause
HomeTrust's  genuine results for fiscal 2022 and beyond to differ materially from
those expressed in any forward-looking statements by, or on behalf of, HomeTrust
  and could negatively affect its operating and stock performance. Any of the
  forward-looking statements that HomeTrust makes in this press release or the
  documents it files with or furnishes to the SEC are based upon management's
 beliefs and assumptions at the time they are made and may turn out to be wrong
   because of inaccurate assumptions they might make, because of the factors
described above or because of other factors that they cannot foresee. HomeTrust
  does not undertake, and specifically disclaims, any obligation to revise any
     forward-looking statements to reflect the occurrence of anticipated or
    unanticipated events or circumstances after the date of such statements.
                                  www.htb.com
--------------------------------------------------------------------------------
                               [[Image Removed]]
 July 25, 2022 Continuing and Accelerating HomeTrust's Transformation and Value
                                    Creation
--------------------------------------------------------------------------------
                               [[Image Removed]]
 This press release includes "forward-looking statements" within the meaning of
  the Private Securities Litigation Reform Act of 1995. Such statements often
    include words such as "believe," "expect," "anticipate," "estimate," and
   "intend" or future or conditional verbs such as "will," "would," "should,"
   "could," or "may." Forward-looking statements are not historical facts but
  instead represent management's current expectations and forecasts regarding
    future events, many of which are inherently uncertain and outside of the
 Company's control.  genuine results may differ, possibly materially, from those
  currently expected or projected in these forward-looking statements. Factors
 that could cause the Company's  genuine results to differ materially from those
described in the forward-looking statements include: the effect of the COVID-19
pandemic, including on the Company's credit quality and business operations, as
well as its impact on general economic and financial market conditions and other
   uncertainties resulting from the COVID-19 pandemic, such as the extent and
  duration of the impact on public health, the U.S. and global economies, and
consumer and corporate customers, including economic activity, employment levels
 and market liquidity; increased competitive pressures; changes in the interest
 rate environment; changes in general economic conditions and conditions within
 the securities markets; legislative and regulatory changes; and other factors
   described in the Company's latest annual Report on Form 10-K and Quarterly
    Reports on Form 10-Q and other documents filed with or furnished to the
   Securities and Exchange Commission - which are available on the Company's
  website at www.htb.com and on the SEC's website at www.sec.gov. These risks
 could cause the Company's  genuine results for fiscal 2022 and beyond to differ
  materially from those expressed in any forward-looking statements by, or on
   behalf of, the Company and could negatively affect its operating and stock
  performance. Any of the forward-looking statements that the Company makes in
 this document or the documents they file with or furnish to the SEC are based
upon management's beliefs and assumptions at the time they are made and may turn
 out to be wrong because of inaccurate assumptions they might make, because of
    the factors described above or because of other factors that they cannot
     foresee. The Company does not undertake and specifically disclaims any
obligation to revise any forward-looking statements to reflect the occurrence of
  anticipated or unanticipated events or circumstances after the date of such
                    statements. Forward Looking Statements 2
--------------------------------------------------------------------------------
                               [[Image Removed]]
  3 Accelerated Shareholder Value Creation Significantly Enhanced Shareholder
   Value HomeTrust's Transition to High Performing Market Expansion 20%+ EPS
 Accretion Expanded SBA Footprint A unique opportunity for HomeTrust to expand
  its franchise and meaningfully enhance its profitability New Deposit Line of
   Business "You can't cross a chasm in two small jumps" ~ David Lloyd George
--------------------------------------------------------------------------------
                               [[Image Removed]]
 4 Strategic Rationale for Transaction HomeTrust explores opportunistic merger
partners, specifically those that will leverage our infrastructure and lines of
business to accelerate earnings growth and value creation for our shareholders.
 Below we have evaluated our merger with Quantum against the internal screening
  criteria previously established: - Commercial bank focused on small business
   lending ? Commercial product mix consistent with HomeTrust, with a limited
 consumer portfolio ? SBA Preferred Lender, supplementing HomeTrust's SBA loan
production capabilities - Geographic footprint within or adjacent to our current
 footprint, in an attractive, growing market ? The Atlanta market is one of the
  most desirable markets in the Southeast ? Atlanta is the same distance from
  Asheville (headquarters) as Raleigh, our current furthest location - Similar
   strategy to HomeTrust's de novo model in metropolitan markets ? Employs a
  "branch lite" model ? Efficient franchise, operating three locations in the
    Atlanta market - Business line expansion ? Opens new deposit origination
 channels for HomeTrust through Quantum's homeowners association relationships
--------------------------------------------------------------------------------
                               [[Image Removed]]
5 - Earnings accretion of 10% or more ? Earnings per share ("EPS") accretion of
     20%+ after the full realization of cost savings ? Driven by Quantum's
  profitability rather than significant expense reductions - Dilution earnback
period of three years or less ? Tangible book value per share ("TBVPS") earnback
period of approximately 2.5 years using the cross-over method - Minimal dilution
to tangible book value ? Dilution of approximately 7.5% to TBVPS is outside our
screening criteria; however, we concluded that the superior EPS accretion, short
      TBVPS earnback period and significant acceleration of our strategic
profitability goals more than outweighed the dilution ? Opportunity to leverage
  excess capital while achieving above market returns - Shared values ? Strong
local management team with similar culture and leadership styles ? Commitment to
 strong credit quality and customer service Strategic Rationale for Transaction
                                  (Continued)
--------------------------------------------------------------------------------
                               [[Image Removed]]
Nationally chartered bank headquartered in Suwanee, Georgia (suburb of Atlanta)
  since 1995 Founded by current Chairman Dr. Narasimhulu Neelagaru, a retired
cardiologist and internist, who owns 99.9% of Quantum's outstanding common stock
 (S-Corp structure) One of the highest performing banks in the state of Georgia
   and the greater Southeast region, generating a five-year average return on
  average assets ("ROA") of 2.02% Source: S&P Capital IQ Pro 6 Who is Quantum?
  Commercial bank focused on small business lending, concentrated within a 300
 mile radius of Atlanta Strong credit profile with no NPAs or non-accrual loans
 An SBA Preferred Lender with deep relationships in their community, offering a
             full suite of commercial and personal banking services
--------------------------------------------------------------------------------
                               [[Image Removed]]
 1 Financial highlights as of and for the quarter ended March 31, 2022 2 Ratios
  have been tax adjusted Source: S&P Capital IQ Pro 7 Market Highlights Total
Assets $679.9M Gross Loans $547.8M Total Deposits $609.4M Financial Highlights1
 Balance Sheet ROA2 1.59% ROE2 24.13% NIM 4.17% Efficiency Ratio 42.9% Average
 annual SBA income of $3.0M over the past three years Profitability NPAs/Assets
 0.00% LLR/Loans 1.06% Net recoveries of $52,000 over the past five years Asset
 Quality Quantum Highlights The Atlanta MSA boasts over 6.1 million residents,
which is in the top 10 nationally, and projected population growth over the next
   5 years of more than 5%. The median household income of the Atlanta MSA is
~$80,000. Georgia's business climate has been ranked #1 in the nation for eight
consecutive years by Site Selection, and Area Development ranked Georgia the top
 state for doing business for the seventh year in a row. Additional Details on
Quantum - Consistently ranked as one of Georgia's most profitable banks - Ranked
#1 in Demarest Strategy Group's Georgia "All Stars" 3/31/22 list - Ranked #2 in
 Performance Trust's Q1 2022 overall rankings of Georgia banks - Generated the
   3rd highest volume of SBA 7a loans in Georgia in 2021 - 5 stars rating per
                              BauerFinancial, Inc.
--------------------------------------------------------------------------------
                               [[Image Removed]]
8 Combined Branch Footprint - Focus on High-Growth Markets HomeTrust branch (34)
 Quantum branch (3) Source: S&P Global Market Intelligence for MSA Demographics
Raleigh 5.1% Population Growth 12.3% HH Income Growth Charlotte 4.5% Population
  Growth 12.7% HH Income Growth Atlanta 5.4% Population Growth 11.9% HH Income
 Growth Greenville 3.5% Population Growth 11.2% HH Income Growth (2022 to 2027
                               Projected Changes)
--------------------------------------------------------------------------------
                               [[Image Removed]]
   9 Consideration & pricing Fixed HTBI shares issued of 1,374,646 Fixed cash
 consideration of $33.0 million 51% stock / 49% cash Closing Anticipate closing
 in the first quarter of calendar year 2023 (third quarter of fiscal year 2023)
 Pro forma ownership 91.9% HTBI / 8.1% Quantum Cost savings 24.0% of Quantum's
  noninterest expense (phased in at 25% in fiscal year 2023 and 100% in fiscal
  year 2024) Core Conversion Expected in March 2023 Transaction expenses $6.1
million pre-tax (9.0% of deal value) Gross credit marks 1.00% of Quantum's loan
  portfolio ($5.5 million) (71.3% Non-PCD credit mark, Day 2 CECL allowance of
$3.9 million) Interest rate mark on loans 1.87% of gross loans ($10.29 million)
    Core deposit intangible 1.25% of non-time deposits (excluding municipal
 deposits) Other purchase accounting marks Write up of various other assets and
  liabilities of $2.6 million Deal Metrics1 Deal Value $67.6M Price / TBV 153%
    Price / 2023 Earnings2 6.0x Premium / Core Deposits 5.1% Leadership Dr.
Neelagaru, Quantum's founder and largest stockholder, to join HomeTrust's Board
 of Directors at closing. Quantum's CEO, Bryan Cohen, to join HomeTrust as the
Georgia Market President. Transaction Assumptions & Metrics 1 Based on the HTBI
 stock price of $25.16 as of July 22, 2022 2 HTBI's expected 2023 earnings for
                                    Quantum
--------------------------------------------------------------------------------
                               [[Image Removed]]
 Fiscal 2020 Fiscal 2021 Fiscal YTD Q3 20221 Total assets $3,722,852 $3,524,723
  $3,541,785 Gross loans $2,769,119 $2,733,267 $2,699,538 Deposits $2,785,756
  $2,955,541 $3,059,157 Adjusted dilutive EPS3 $1.30 $2.06 $1.84 Adjusted ROA3
   0.63% 0.92% 1.12% Adjusted efficiency ratio3 71.62% 74.08% 69.19% Adjusted
ROATCE3 5.97% 9.23% 10.69% 1 Annualized where applicable 2 Does not include the
  impact of purchase accounting adjustments related to the merger 3 See slides
16-17 for a non-GAAP reconciliation 4 Peer statistics based on non-merger target
   southeast banks with total assets between $1 and $5 billion - Source: S&P
   Capital IQ Pro 10 HomeTrust's efforts to expand product lines and focus on
 profitability have generated positive momentum as demonstrated below; however,
 the opportunity to acquire Quantum allows the Company to catapult shareholder
     value to levels not easily achievable through organic growth. Further
Accelerating Shareholder Value Creation Pro Forma Fiscal YTD Q3 20222 $4,222,000
     $3,247,000 $3,669,000 $2.36 1.30% 64.44% 13.08% Addition of Peer 75th
                        Percentile4 1.18% 57.00% 13.50%
--------------------------------------------------------------------------------
                               [[Image Removed]]
  11 ? Continuation of HomeTrust's strategic initiatives to enter high-growth
markets, expand our fee-based businesses and grow our commercial deposit base ?
      This was the right time and right opportunity to accelerate growth,
profitability and shareholder value ? Diversified commercial loan portfolio with
 a strong credit profile ? Expands HomeTrust's market into the greater Atlanta
   Metro area, providing additional growth opportunities within the combined
footprint ? Brings talented and experienced individuals to the HomeTrust team ?
   Creates a franchise that will be top tier amongst peers in profitability ?
    Allows us to continue to serve our combined communities while broadening
                       offerings and capabilities Summary
--------------------------------------------------------------------------------
                               [[Image Removed]]
                                    Appendix
--------------------------------------------------------------------------------
                               [[Image Removed]]
    13 Comprehensive Due Diligence - Extensive due diligence procedures were
    performed by members of HomeTrust's management team to ensure a low-risk
   transaction, engaging third parties to assist the process as needed. These
 procedures included the following: - Key focus areas: credit, risk management,
finance and accounting, funding, human resources, legal, regulatory, compliance,
    and IT - Extensive credit reviews focused on the largest relationships,
  adversely classified assets, and watch list loans - Reviewed 48% of the loan
portfolio, focusing on larger credits, sensitive industries, and a wide range of
loan types - Reviewed 55% of the commercial real estate portfolio, including the
review of 72% of Quantum's hotel portfolio - Reviewed 100% of loans with a risk
 rating other than pass - Hired outside parties to assist in the credit review,
    preliminary purchase accounting marks, and review of income taxes due to
                            Quantum's S-Corp status
--------------------------------------------------------------------------------
                               [[Image Removed]]
Source: Company documents Note: Financial data as of March 31, 2022 14 HomeTrust
   Bank Total loans & leases: $2,784,801 Quantum National Bank Total loans &
leases: $547,842 Pro Forma Total loans & leases: $3,332,643 HomeTrust Bank Total
 deposits: $3,061,675 Quantum National Bank Total deposits: $610,859 Pro Forma
Total deposits: $3,672,534 Yield on Loans 3.81% Cost of Total Deps. 0.15% Yield
  on Loans 5.17% Cost of Total Deps. 0.13% Yield on Loans 4.03% Cost of Total
  Deps. 0.15% L o a n s D e p o s it s (Dollars in thousands) Pro Forma Loan &
 Deposit Composition Total 1-4 Family 21% Total CRE 37% Multi-family 3% C&D 12%
C&I 22% All Other 5% Total 1-4 Family 11% Total CRE 67% Multi-family 3% C&D 10%
 C&I 9% All Other 0% Total 1-4 Family 19% Total CRE 42% Multi-family 3% C&D 11%
   C&I 20% All Other 5% Non-Interest 23% Interest Checking (NOW) 21% MMDA 34%
 Savings 8% Total CDs 14% Non-Interest 33% Interest Checking (NOW) 11% MMDA 46%
 Savings 1% Total CDs 9% Non-Interest 25% Interest Checking (NOW) 19% MMDA 35%
                            Savings 7% Total CDs 14%
--------------------------------------------------------------------------------
                               [[Image Removed]]
 (dollars in thousands) 2019 2020 2021 Total Assets $513,160 $608,628 $642,420
 Net Loans, excluding PPP Loans 429,639 479,310 514,017 Total Deposits 451,395
 508,946 572,120 Total Equity 42,222 52,373 42,767 Pre-Tax Income 14,258 14,379
 20,557 Noninterest Income 2,133 3,694 5,590 PPP Fees -- 2,829 3,266 1 Reported
  on a calendar year basis 2 Ratio has been tax adjusted 15 Quantum's Capital
Corp.'s Historical Results1 2019 2020 2021 Net Interest Margin 5.20% 4.88% 4.83%
 Yield on Loans 6.47% 5.64% 5.51% Cost of Deposits 0.95% 0.46% 0.15% Efficiency
 Ratio 43.5% 44.0% 42.4% ROA2 2.25% 1.94% 2.49% NPAs / Assets 0.00% 0.00% 0.00%
     LLR / Loans 1.07% 1.28% 1.05% NCOs / Average Loans 0.00% 0.02% (0.01%)
--------------------------------------------------------------------------------
                               [[Image Removed]]
 16 Non-GAAP Reconciliation In addition to results presented in accordance with
generally accepted accounting principles utilized in the United States ("GAAP"),
this document contains certain non- GAAP financial measures, which include: the
efficiency ratio; tangible book value; tangible book value per share; net income
    (loss), EPS, and ROA as adjusted to exclude branch closure/restructuring
expenses, and prepayment penalties on borrowings; and return on average tangible
common equity. Management has presented the non-GAAP financial measures in this
     document because it believes including these items provides useful and
     comparative information to assess trends in our core operations while
facilitating the comparison of the quality and composition of our earnings over
  time and in comparison to our competitors. However, these non-GAAP financial
    measures are supplemental, are not audited and are not a substitute for
  operating results or any analysis determined in accordance with GAAP. Where
 applicable, we have also presented comparable earnings information using GAAP
  financial measures. Because not all companies use the same calculations, our
    presentation may not be comparable to other similarly titled measures as
calculated by other companies. Set forth is a reconciliation to GAAP of tangible
  book value, tangible book value per share, and price to tangible book value:
     Nine Months Ended (Dollars in thousands) 3/31/2022 6/30/2021 6/30/2020
     Noninterest expense 77,725$ 131,182$ 97,129$ Less: branch closure and
  restructuring expenses - 1,513 - Less: prepayment penalties on borrowings -
 22,690 - Noninterest expense - adjusted 77,725$ 106,979$ 97,129$ Net interest
 income 81,915$ 103,322$ 104,104$ Plus: noninterest income 29,480 39,821 30,332
Plus: tax equivalent adjustment 937 1,267 1,190 Less: gain from sale of premises
   and equipment - - - Net interest income plus noninterest income - adjusted
  112,332$ 144,410$ 135,626$ Efficiency ratio 69.77% 91.64% 72.25% Efficiency
  ratio - adjusted 69.19% 74.08% 71.62% As of (Dollars in thousands) 3/31/2022
6/30/2021 6/30/2020 Total stockholder's equity 395,131$ 396,519$ 408,263$ Less:
 goodwill, core deposit intangibles, net of taxes 25,742 25,902 26,468 Tangible
  book value / tangible common equity 369,389$ 370,617$ 381,795$ Common shares
   outstanding 15,978,262 16,636,483 17,021,357 Tangible book value per share
    23.12$ 22.28$ 22.43$ Book value per share 24.73$ 23.83$ 23.99$ HomeTrust
 Bancshares, Inc. share price 29.53$ 27.90$ 16.00$ Price to tangible book value
     127.7% 125.2% 71.3% As of Set forth is a reconciliation to GAAP of our
                               efficiency ratio:
--------------------------------------------------------------------------------
                               [[Image Removed]]
17 Non-GAAP Reconciliation (Continued) Set forth is a reconciliation to GAAP net
  income, EPS, and ROA as adjusted to exclude branch closure and restructuring
 expenses, and prepayment penalties on borrowings. In relation to the two-class
   method, net income used in the calculations of basic and diluted EPS have
 adjustments, which are included in Company documents previously filed with the
  SEC. (Dollars in thousands) 3/31/2022 6/30/2021 6/30/2020 Branch closure and
restructuring expenses -$ 1,513$ -$ Prepayment penalty on borrowings - 22,690 -
Total adjustments - 24,203 - Tax effect - 5,688 - Total adjustments, net of tax
- 18,515 - Net income (GAAP) 29,628 15,675 22,783 Adjusted net income (non-GAAP)
29,628$ 34,190$ 22,783$ Average shares outstanding - basic 16,139,059 16,078,066
16,729,056 Average shares outstanding - diluted 16,339,130 16,495,115 17,292,239
 Basic EPS (GAAP) 1.87$ 0.96$ 1.34$ Non-GAAP adjustment - 1.15 - Adjusted basic
 EPS (non-GAAP) 1.87$ 2.11$ 1.34$ Diluted EPS (GAAP) 1.84$ 0.94$ 1.30$ Non-GAAP
 adjustment - 1.12 - Adjusted diluted EPS (non-GAAP) 1.84$ 2.06$ 1.30$ Average
    assets 3,527,503$ 3,698,394$ 3,591,076$ Average equity 398,271$ 403,510$
  411,447$ ROA (GAAP) 1.12% 0.42% 0.63% Non-GAAP adjustment 0.00% 0.50% 0.00%
Adjusted ROA (non-GAAP) 1.12% 0.92% 0.63% Adjusted net income (non-GAAP) 29,628$
  34,190$ 22,783$ Tangible book value / tangible common equity 369,389 370,617
381,795 Adjusted return on tangible common equity (non-GAAP) 10.69% 9.23% 5.97%
--------------------------------------------------------------------------------
                               [[Image Removed]]
  Financial data as of March 31, 2022 Market data as of March 31, 2022 Shares
 repurchased from February 19, 2013 to March 31, 2022 18 HomeTrust Bancshares,
Inc. Overview $3.5B Assets NASDAQ: HTBI Headquarters: Asheville, NC $2.7B/$3.1B
  Loans/Deposits Founded: 1926 Locations: 32 128% Price to TBV Employees: 504
Market Cap: $472M 15,978,262 Outstanding Shares TTM Average Daily Volume: 50,774
  Shares Repurchased: 9,444,054 Commercial Commercial Real Estate Commercial &
    Industrial Middle Market Banking Equipment & Municipal Finance Treasury
  Management Services Small Business Banking Business Banking Business Banking
   Centers SBA Lending Consumer Banking Retail Banking Market Teams Consumer
  Banking Mortgage Banking Investment Services Professional Banking Wholesale
 Lending HELOCs Originated for Sale Indirect Auto FinTech Partnerships Lines of
  Business Franchise Highlights North Carolina ranked #1 on CNBC's 2022 annual
 list of America's Top States for Business Converted to stock form in July 2012
 raising $211.6 million Experienced management team with extensive local market
knowledge and M&A history Voted "Best Small Bank in North Carolina" by Newsweek
                    for two consecutive years (2020 & 2021)
--------------------------------------------------------------------------------
                               [[Image Removed]]
  Dana Stonestreet Chairman and CEO dana.stonestreet@htb.com Hunter Westbrook
 President and Chief Operating Officer hunter.westbrook@htb.com Tony VunCannon
        EVP / Chief Financial Officer / Corporate Secretary / Treasurer
  tony.vuncannon@htb.com 10 Woodfin Street Asheville, NC 28801 (828) 259-3939
                                 www.htb.com 19
--------------------------------------------------------------------------------

Jul 24, 2022

COMTEX_410945186/2254/2022-07-25T19:05:13

Is there a problem with this press release? Contact the source provider Comtex at editorial@comtex.com. You can also contact MarketWatch Customer Service via our Customer Center.

(c) 1995-2022 Cybernet Data Systems, Inc. All Rights Reserved

The MarketWatch News Department was not involved in the creation of this content.

Mon, 25 Jul 2022 07:05:00 -0500 en-US text/html https://www.marketwatch.com/press-release/8-k-hometrust-bancshares-inc-2022-07-25
ASSET exam dump and training guide direct download
Training Exams List