Form 8-K

8-K — Bank First Corp

Accession: 0001104659-26-063919

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001746109

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615088d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2615088d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2615088d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2615088d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2615088d1_ex99-2.htm)

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8-K — FORM 8-K

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2026-05-19

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 19, 2026

BANK FIRST CORPORATION

(Exact name of registrant

as specified in its charter)

Wisconsin

001-38676

39-1435359

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

402 North 8th Street, Manitowoc, WI

54220

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(920) 652-3100

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

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

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

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

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

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Ticker Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01

per share

BFC

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 May 19, 2026, Bank First Corporation, a Wisconsin

corporation (“BFC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PSB Holdings,

Inc., a Wisconsin corporation (“PSB”), whereby PSB will be merged with and into BFC (the “Merger”). Pursuant to

entering into the Merger Agreement, BFC’s wholly-owned subsidiary bank, Bank First, N.A. (“Bank First”), and PSB’s

wholly-owned subsidiary bank, Peoples State Bank (“Peoples State Bank”), will enter into a Bank Plan of Merger and Merger

Agreement whereby Peoples State Bank will be merged with and into Bank First immediately following the merger of PSB with and into BFC

with Bank First continuing as the surviving bank.

The Merger Agreement has been unanimously approved

by the boards of directors of BFC and PSB. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing

conditions discussed below.

Merger Consideration. Pursuant to the Merger

Agreement, each outstanding share of PSB common stock issued and outstanding immediately prior to the effective time of the Merger will

be converted into the right to receive 0.3470 shares of common stock of BFC. Notwithstanding the foregoing, the aggregate merger consideration

is subject to a downward adjustment if PSB’s tangible book value (as calculated per the Merger Agreement) is less than $122,837,000

at the effective time of the Merger. Each outstanding share of BFC’s common stock shall remain outstanding and unaffected by the

Merger. In addition, each outstanding share of PSB preferred stock will be converted into the right to receive consideration pursuant

to a preferred stock transaction to be entered into prior to, and effective as of, the closing, pursuant to which BFC intends to enter

into binding agreements to purchase all outstanding shares of PSB preferred stock from the holders thereof. If BFC does not enter into

such agreements with all holders of PSB preferred stock, then each outstanding share of PSB preferred stock will instead be converted

into the right to receive one share of a newly designated series of preferred stock of BFC having rights, preferences and privileges that,

taken as a whole, are substantially comparable to, and not materially less favorable than, those of the PSB preferred stock immediately

prior to the effective time.

Representations and Warranties. The Merger

Agreement contains usual and customary representations and warranties that BFC and PSB made to each other as of specific dates. The assertions

embodied in those representations and warranties were made solely for purposes of the contract between BFC and PSB and may be subject

to important qualifications and limitations agreed to by the parties in connection with negotiating certain terms. Moreover, certain of

the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed

as material to shareholders, and the representations and warranties may have been used to allocate risk between BFC and PSB rather than

establishing matters of fact. For the foregoing reasons, no one should rely on such representations, warranties, covenants or other terms,

provisions or conditions as statements of factual information regarding BFC or PSB at the time they were made or otherwise. The representations

and warranties of the parties will not survive the closing.

Covenants; No Solicitation. Each

party also has agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the

interim period between the execution of the Merger Agreement and the consummation of the Merger. Additionally, PSB has agreed (i)

not to initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of any acquisition proposal or,

subject to certain exceptions, participate in discussions or negotiations regarding, or furnish any non-public information relating

to, any acquisition proposal and (ii) subject to certain exceptions, not to withdraw or modify, in a manner adverse to BFC, the

recommendation of the PSB board of directors that PSB’s shareholders approve the Merger Agreement and the Merger. In the event

that PSB receives an acquisition proposal that the PSB board of directors determines is superior to the

Merger, BFC will have an opportunity to match the terms of such proposal, subject to certain requirements.

Conditions to Closing. Consummation of

the Merger is subject to various customary conditions, including, among others, (i) approval of the Merger Agreement and the Merger by

shareholders of PSB; (ii) the shares of BFC common stock to be issued in the Merger having been approved for listing on the National Market

System of The Nasdaq Stock Market (“NASDAQ”); (iii) the receipt of certain regulatory approvals; (iv) no injunctions or other

legal restraints preventing the consummation of the Merger; (v) the U.S. Securities and Exchange Commission (“SEC”) having

declared effective BFC’s registration statement covering the issuance of shares of BFC’s common stock, and, if necessary,

the new series of BFC preferred stock, in the Merger; (vi) the 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; (vii) the accuracy

of representations and warranties of the parties and compliance by the parties with their respective covenants and obligations under the

Merger Agreement (subject to customary materiality qualifiers); and (viii) the absence of a material adverse effect with respect to PSB

(and, in certain respects, BFC), as specified in the Merger Agreement.

Termination. The Merger Agreement may be

terminated in certain circumstances, including: (i) by mutual written agreement of the parties, (ii) by either party if any regulatory

approval required for consummation of the transactions contemplated by the Merger Agreement has been denied by final non-appealable action

by the relevant governmental authority or an application for such approval has been permanently withdrawn at the request of a governmental

authority, (iii) by either party if the approval of the shareholders of PSB is not obtained, (iv) by either party in the event of a material

breach by the other party of any representation, warranty or covenant contained in the Merger Agreement and such breach is not cured within

the earlier of thirty days or two days prior to the expiration of the Merger Agreement, (v) by either party if the Merger is not consummated

on or before December 4, 2026 (subject to extension to February 19, 2027), (vi) by BFC if PSB’s board of directors breaches its

obligation not to solicit any acquisition proposal, changes its recommendation with respect to the Merger in accordance with the terms

of the Merger Agreement, or breaches its obligation to call a special PSB shareholder meeting to vote on the Merger, or (vii) by PSB in

order to enter into an agreement to a superior proposal.

PSB also

has the right to terminate the Merger Agreement in the event that (A) the price of BFC’s common stock declines by more than 15%

from May 18, 2026, and (B) the decline of the price of BFC’s common stock is 15% greater than the change in the price of the NASDAQ

Bank Index over the same period of time. In the event that such a decline in the price of BFC’s common stock occurs, BFC shall have

the right, but not the obligation, to “fill” the decline by adjusting the merger consideration as further described in the

Merger Agreement.

Termination Fee. PSB will pay BFC a termination

fee equal to $8,117,163 in the event (i) the Merger Agreement is terminated by BFC because PSB’s board of directors breaches

its obligation not to solicit any acquisition proposal, changes its recommendation with respect to the Merger in accordance with the terms

of the Merger Agreement, or breaches its obligation to call a special PSB shareholder meeting to vote on the Merger, (ii) PSB terminates

this agreement in order to accept a superior proposal, or (iii) the Merger Agreement is terminated (A) by either BFC or PSB because the

required PSB shareholder approval is not obtained or (B) the Merger Agreement is terminated by BFC because of PSB’s material breach

of representations, warranties or covenants, and, in the case of clause (iii), an acquisition proposal was publicly announced or received

prior to termination and PSB enters into or completes such an acquisition transaction within 12 months following such termination (subject

to the thresholds specified in the Merger Agreement).

Corporate Governance. Pursuant to the Merger

Agreement, BFC will expand its board of directors by one seat to appoint one member of PSB’s board to be selected by BFC in its

discretion following the Effective Time and no later than BFC’s 2027 annual meeting of shareholders. If selected, this individual

must meet BFC’s director standards, comply with its governance policies, and qualify as an independent director under NASDAQ rules.

The foregoing summary of the Merger Agreement

is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement and certain exhibits attached thereto,

a copy of which is filed as Exhibit 2.1 attached hereto and incorporated by reference herein. The Merger Agreement should not be read

alone, but should instead be read in conjunction with the other information regarding BFC, its affiliates and their respective businesses,

and the information regarding the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration

statement on Form S-4 of BFC that will include a proxy statement of PSB and a prospectus of BFC and that will be filed with the SEC.

Voting Agreements

In connection with entering into the Merger Agreement,

the directors and executive officers of PSB have entered into voting agreements (the “PSB Voting Agreements”), pursuant to

which each such director and executive officer agreed to vote his, her or its shares of PSB common stock in favor of approval of the Merger

Agreement and the consummation of the transactions contemplated therein and against certain other actions, proposals, transactions or

agreements that would be detrimental to the consummation of the Merger. The PSB Voting Agreements generally prohibit the sale or transfer

of the shares held by each such shareholder until the earlier of (i) termination of the Merger Agreement or (ii) receipt of the approval

of the shareholders of PSB. The PSB Voting Agreements terminate upon the earlier of (i) the consummation of the Merger, (ii) the amendment

of the Merger Agreement in any manner that materially and adversely affects any rights of the shareholder, (iii) the termination of the

Merger Agreement or (iv) three years from the date of the PSB Voting Agreements.

The foregoing summary of the PSB Voting Agreements

is qualified in its entirety by reference to the complete text of such documents, a form of which is included as Exhibit A to the Merger

Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.

Director Non-Compete Agreements

In connection with entering into the Merger Agreement,

each of the directors of PSB and Peoples State Bank will enter into a Non-Competition and Non-Disclosure Agreement with BFC, which contains

provisions related to the non-disclosure of confidential information and trade secrets, non-solicitation of customers with whom such directors

had material contact, non-competition within a restricted territory, and non-recruitment of employees.

The foregoing summary of the Non-Competition and

Non-Disclosure Agreement is qualified in its entirety by reference to the complete text of such document, a form of which is included

as Exhibit C to the Merger Agreement, filed as Exhibit 2.1 attached hereto and which is incorporated herein by reference.

Side Letter Agreement

In connection with the Merger Agreement, BFC and

PSB entered into a side letter agreement (the “Side Letter Agreement”) pursuant to which, the parties agreed that the closing

will not occur until December 4, 2026. In consideration of such agreement, BFC agreed that, if all conditions to closing have been satisfied

or waived such that the closing could have occurred prior to such date (such date, the “Default Closing Date”), BFC will be

deemed to have waived its right to terminate the Merger Agreement for material breaches of PSB’s representations and warranties

occurring after the Default Closing Date, subject to specified exceptions, including breaches resulting in or reasonably expected to result

in a material adverse effect and material breaches of PSB’s covenants.

In addition, the Side Letter Agreement provides

that, if the closing has not occurred on or before December 4, 2026 (subject to specified conditions), PSB may declare and pay a one-time

special dividend of $1.00 per share to holders of its common stock immediately prior to the closing, which will not reduce PSB tangible

common book value for purposes of the Merger Agreement. The Side Letter Agreement limits PSB’s ability to declare or pay such dividend

by providing that PSB may not do so if the failure to consummate the closing by December 4, 2026 is attributable to PSB, including as

a result of PSB’s material breach of any representation, warranty or covenant contained in the Merger Agreement or due to the fault

of PSB or its vendors.

The foregoing summary of the Side Letter Agreement

is qualified in its entirety by reference to the complete text of the Side Letter Agreement, which is filed as Exhibit 10.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On May 19, 2026, BFC

and PSB issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is filed as Exhibit

99.1 attached hereto and incorporated by reference herein.

connection with the announcement of the Merger Agreement, BFC intends to provide supplemental information regarding the proposed transaction

in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations

are attached hereto as Exhibit 99.2 and are incorporated by reference herein.

Cautionary Statements Regarding Forward-Looking

Information.

This Current Report contains “forward-looking

statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use

words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,”

“plan,” “estimate,” “predict,” “continue” and “potential” or the negative

of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger, the

expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger,

estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing

of the recovery of the impact on tangible book value, and the effect of the Merger on BFC’s capital ratios. Forward-looking statements

represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters

addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties

that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by

such statements.

Factors that could cause or contribute to such

differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized

or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners,

(3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (4) the

risk of successful integration of PSB’s business into BFC, (5) the failure to obtain the necessary approval by the shareholders

of PSB, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability of the parties to obtain required

governmental approvals of the Merger on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each

of the companies’ customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions

in the Merger Agreement to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of PSB’s

operations into the operations of BFC will be materially delayed or will be more costly or difficult than expected, (11) the possibility

that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution

caused by BFC’s issuance of additional shares of its common stock in the Merger, (13) the successful integration of the recently

completed acquisition of Centre 1 Bancorp, Inc., and (14) general competitive, economic, political and market conditions.

Many of these factors are beyond BFC’s and

PSB’s ability to control or predict. Other relevant risk factors may be detailed from time to time in BFC’s press releases

and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward-looking statement can be guaranteed.

Neither BFC nor PSB undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information,

future events or otherwise, except as required by law. For any forward-looking statements made in this news release or any related documents,

BFC and PSB claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act

of 1995.

Additional Information about the Merger and

Where to Find It

This Current Report does not constitute an offer

to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction.

No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,

and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be

unlawful. In connection with the proposed transaction, BFC will file with the SEC a registration statement on Form S-4 that

will include a proxy statement of PSB, and a prospectus of BFC, as well as other relevant documents concerning the proposed transaction.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN

THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BFC, PSB AND THE PROPOSED MERGER. The proxy statement/prospectus will be sent to

the shareholders of PSB seeking the required shareholder approval. Investors and security holders will be able to obtain free copies of

the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the

SEC by BFC through the website maintained by the SEC at www.sec.gov. Documents filed with the SEC by BFC will also be available free of

charge on the Shareholder Services page of BFC’s website at https://ir.bankfirst.com/financial-information/regulatory-filings/default.aspx,

or by directing a written request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221-0010, Attn: Kelly Dvorak. BFC’s

telephone number is (920) 652-3100.

Participants in the Transaction

BFC, PSB and certain of their respective directors

and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of PSB in connection with

the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect

interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding the proposed transaction when

it becomes available. Additional information about BFC and its directors and officers may be found on BFC’s Shareholder Services

page at www.bankfirst.com and in BFC’s proxy statement filed with the SEC on April 24, 2026.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

2.1

Agreement and Plan of Merger, dated May 19, 2026, by and between Bank First Corporation and PSB Holdings, Inc.

10.1

Side Letter Agreement, dated May 19, 2026, by and between Bank First Corporation and PSB Holdings, Inc.

99.1

Joint Press Release of Bank First Corporation and PSB Holdings, Inc., dated May 19, 2026

99.2

Investor Presentation dated May 19, 2026

104

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

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

BANK FIRST CORPORATION

Date: May 19, 2026

By:

/s/ Kevin LeMahieu

Kevin LeMahieu

Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2615088d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and between

BANK FIRST CORPORATION

and

PSB HOLDINGS, INC.

Dated as of May 19, 2026

TABLE OF CONTENTS

Article I

THE

MERGER

Section 1.01

The Merger

Section 1.02

Effects of the Merger

Section 1.03

Articles of Incorporation and Bylaws; Officers and Directors

Section 1.04

Bank Merger

Section 1.05

Effective Time; Closing

Section 1.06

Additional Actions

Section 1.07

Reservation of Right to Revise Structure

Article II

MERGER

CONSIDERATION; EXCHANGE PROCEDURES

Section 2.01

Merger Consideration

Section 2.02

Adjustment of Merger Consideration for Tangible Book Value

Section 2.03

PSB Stock-Based Awards

Section 2.04

Rights as Shareholders; Stock Transfers

Section 2.05

Fractional Shares

Section 2.06

Plan of Reorganization

Section 2.07

Exchange Procedures

Section 2.08

Deposit and Delivery of Merger Consideration

Section 2.09

Rights of Certificate Holders after the Effective Time

Section 2.10

Anti-Dilution Provisions

Article III

REPRESENTATIONS

AND WARRANTIES OF PSB

Section 3.01

Organization and Standing

Section 3.02

Capital Stock

Section 3.03

Subsidiaries

Section 3.04

Corporate Power; Minute Books

Section 3.05

Corporate Authority

Section 3.06

Regulatory Approvals; No Defaults

Section 3.07

Financial Statements; Internal Controls

Section 3.08

Regulatory Reports

Section 3.09

Absence of Undisclosed Liabilities

Section 3.10

Absence of Certain Changes or Events

Section 3.11

Legal Proceedings

Section 3.12

Compliance with Laws

Section 3.13

PSB Material Contracts; Defaults

Section 3.14

Agreements with Regulatory Agencies

Section 3.15

Brokers; Fairness Opinion

Section 3.16

Employee Benefit Plans

Section 3.17

Labor Matters

Section 3.18

Environmental Matters

Section 3.19

Tax Matters

Section 3.20

Investment Securities; Borrowings; Deposits

Section 3.21

Derivative Transactions

Section 3.22

Regulatory Capitalization

Section 3.23

Loans; Nonperforming and Classified Assets

Section 3.24

Allowance for Loan and Lease Losses

Section 3.25

Trust Business; Administration of Fiduciary Accounts

Section 3.26

Investment Management and Related Activities

Section 3.27

Repurchase Agreements

Section 3.28

Deposit Insurance; FHLB

Section 3.29

Community Reinvestment Act, Anti-Money Laundering and Customer Information Security

Section 3.30

Transactions with Affiliates

Section 3.31

Tangible Properties and Assets

Section 3.32

Intellectual Property

Section 3.33

Insurance

Section 3.34

Antitakeover Provisions

Section 3.35

PSB Information

Section 3.36

Transaction Costs

Section 3.37

Bank Holding Company

Section 3.38

Information Security

Section 3.39

Questionable Payments

Section 3.40

Mortgage Loan Matters

Section 3.41

SBA Matters

Section 3.42

No Other Representations or Warranties

Article IV

REPRESENTATIONS

AND WARRANTIES OF BFC

Section 4.01

Organization and Standing

Section 4.02

Capital Stock

Section 4.03

Corporate Power

Section 4.04

Corporate Authority

Section 4.05

SEC Documents; Financial Statements

Section 4.06

Regulatory Reports

Section 4.07

Regulatory Approvals; No Defaults

Section 4.08

BFC Information

Section 4.09

Absence of Certain Changes or Events

Section 4.10

Compliance with Laws

Section 4.11

BFC Regulatory Matters

Section 4.12

Brokers

Section 4.13

Legal Proceedings

Section 4.14

Tax Matters

Section 4.15

Regulatory Capitalization

Section 4.16

Community Reinvestment Act, Anti-Money Laundering and Customer Information Security

Section 4.17

No Other Representations or Warranties

Article V

COVENANTS

Section 5.01

Covenants of PSB

Section 5.02

Covenants of BFC

Section 5.03

Commercially Reasonable Efforts

Section 5.04

PSB Shareholder Approval

Section 5.05

Registration Statement; Proxy Statement-Prospectus; NASDAQ Listing

Section 5.06

Regulatory Filings; Consents

Section 5.07

Publicity

Section 5.08

Access; Current Information

Section 5.09

No Solicitation by PSB; Superior Proposals

Section 5.10

Indemnification

Section 5.11

Employees; Benefit Plans

Section 5.12

Notification of Certain Changes

Section 5.13

Transition; Informational Systems Conversion

Section 5.14

Termination of Contracts

Section 5.15

No Control of Other Party’s Business

Section 5.16

Certain Litigation

Section 5.17

Director and Executive Officer Resignations

Section 5.18

Non-Competition and Non-Disclosure Agreement

Section 5.19

Claims Letters

Section 5.20

Corporate Governance

Section 5.21

Trust Preferred Securities

Section 5.22

Coordination

Section 5.23

Transactional Expenses

Section 5.24

Confidentiality

Section 5.25

Termination and Conversion Costs

Section 5.26

Tax Matters

Section 5.27

Takeover Statutes

Section 5.28

Dissolution of Non-Bank Subsidiary

Section 5.29

FINRA Compliance

Section 5.30

Dividends

Section 5.31

Articles of Designation

Section 5.32

PSB Preferred Stock

Article VI

CONDITIONS

TO CONSUMMATION OF THE MERGER

Section 6.01

Conditions to Obligations of the Parties to Effect the Merger

Section 6.02

Conditions to Obligations of PSB

Section 6.03

Conditions to Obligations of BFC

Section 6.04

Frustration of Closing Conditions

Article VII

TERMINATION

Section 7.01

Termination

Section 7.02

Termination Fee

Section 7.03

Effect of Termination

Section 7.04

Attorneys’ Fees

Article VIII

DEFINITIONS

Section 8.01

Definitions

Article IX

MISCELLANEOUS

Section 9.01

Survival

Section 9.02

Waiver; Amendment

Section 9.03

Governing Law; Jurisdiction; Waiver of Right to Trial by Jury

Section 9.04

Expenses

Section 9.05

Notices

Section 9.06

Entire Understanding; No Third-Party Beneficiaries

Section 9.07

Severability

Section 9.08

Enforcement of the Agreement

Section 9.09

Interpretation

Section 9.10

Assignment

Section 9.11

Confidential Supervisory Information

Section 9.12

Counterparts

Exhibit A – Form of PSB Voting

Agreement

Exhibit B – Form of Bank Plan

of Merger and Merger Agreement

Exhibit C – Form of Director

Non-Competition and Non-Disclosure Agreement

Exhibit D – Form of Claims Letter

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of

Merger (this “Agreement”) is dated as of May 19, 2026 by and between Bank First Corporation, a Wisconsin

corporation (“BFC”), and PSB Holdings, Inc., a Wisconsin corporation (“PSB”

and, together with BFC, the “Parties” and each a “Party”).

R E C I T A L S

WHEREAS, the boards

of directors of the Parties have determined that it is in the best interests of their respective companies and their respective shareholders

to consummate the business combination transaction provided for in this Agreement in which PSB will, on the terms and subject to the

conditions set forth in this Agreement, merge with and into BFC (the “Merger”), with BFC as the surviving company

in the Merger (sometimes referred to in such capacity as the “Surviving Entity”);

WHEREAS, as a material

inducement to and condition of BFC’s willingness to enter into this Agreement, each of the directors and executive officers of

PSB have entered into voting agreements (each a “PSB Voting Agreement” and collectively, the “PSB

Voting Agreements”), substantially in the form attached hereto as Exhibit A, dated as of the date hereof, with

BFC, pursuant to which each such Person has agreed, among other things, to vote the PSB Common Stock owned by such Person in favor of

the approval of this Agreement and the transactions contemplated hereby, subject to the terms of the PSB Voting Agreements;

WHEREAS, BFC owns

100% of the issued and outstanding common stock of Bank First, N.A., a national banking association (“Bank First”);

WHEREAS, PSB owns

100% of the issued and outstanding common stock of Peoples State Bank, a Wisconsin state-chartered bank (“Peoples State Bank”);

WHEREAS, the Parties

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

to the Merger; and

WHEREAS, for U.S.

federal income tax purposes, it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of

the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder (the “Code”), and

this Agreement is intended to be and is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the

Code.

NOW, THEREFORE, in

consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Parties agree as follows:

Article I

THE

MERGER

Section 1.01           The

Merger.

Subject to the terms and

conditions of this Agreement, in accordance with the Wisconsin Business Corporation Law (the “WBCL”), at the

Effective Time, PSB shall merge with and into BFC pursuant to the terms of this Agreement. BFC shall be the Surviving Entity in the Merger

and shall continue its existence as a corporation under the laws of the State of Wisconsin. As of the Effective Time, the separate corporate

existence of PSB shall cease.

Section 1.02           Effects

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

Section 1.03           Articles

of Incorporation and Bylaws; Officers and Directors.

(a)            At

the Effective Time, the articles of incorporation of BFC in effect immediately prior to the Effective Time shall be the articles of incorporation

of the Surviving Entity until thereafter amended in accordance with applicable Law and the terms of such articles of incorporation. The

bylaws of BFC in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Entity until thereafter amended

in accordance with applicable Law and the terms of such bylaws.

(b)            Subject

to Section 5.20, (i) the directors and officers of BFC in office immediately prior to the Effective Time shall serve

as the directors and officers of the Surviving Entity in accordance with the bylaws of the Surviving Entity, and (ii) the directors

and officers of Bank First in office immediately prior to the Effective Time shall serve as the directors and officers of the Surviving

Bank from and after the Effective Time in accordance with the bylaws of the Surviving Bank. Such directors and executive officers shall

serve until their resignation, removal or until their successors shall have been elected or appointed and shall have qualified in accordance

with applicable Law and the governing documents applicable to the Surviving Entity.

Section 1.04           Bank

Merger.

Except as provided below,

immediately following the Effective Time and sequentially but in effect simultaneously on the Closing Date, Peoples State Bank shall

be merged with and into Bank First (the “Bank Merger”) in accordance with the provisions of applicable federal

and state banking laws and regulations, and Bank First shall be the surviving bank (the “Surviving Bank”).

The Bank Merger shall have the effects as set forth under applicable federal and state banking laws and regulations, and the board of

directors of the Parties have, on the date hereof, caused the board of directors of Bank First and Peoples State Bank, respectively,

to approve a separate merger agreement (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

this Agreement. Each of BFC and PSB shall also approve the Bank Plan of Merger in its capacity as the sole shareholder of Bank First

and Peoples State Bank, respectively. As provided in the Bank Plan of Merger, the Bank Merger may be abandoned at the election of Bank

First at any time, whether before or after filings are made for regulatory approval of the Bank Merger, but if the Bank Merger is abandoned

for any reason, Peoples State Bank shall continue to operate under its name; provided that prior to any such election, BFC shall

(a) reasonably consult with PSB and its regulatory counsel and (b) reasonably determine in good faith that such election will

not, and would not reasonably be expected to, prevent, delay or impair any Party’s ability to consummate the Merger or the other

transactions contemplated by this Agreement.

Section 1.05           Effective

Time; Closing.

(a)            Subject

to the terms and conditions of this Agreement, the Parties will make all such filings as may be required to consummate the Merger and

the Bank Merger in accordance with applicable Laws. The Merger shall become effective as set forth in the articles of merger (the “Articles

of Merger”) related to the Merger, which will include the plan of merger (the “Plan of Merger”),

that shall be filed with the WDFI-Corporations, as provided in the WBCL, on the Closing Date. The “Effective Time”

of the Merger shall be (i) on the date and time when the Merger becomes effective as set forth in the Articles of Merger to be filed

by BFC on the Closing Date; or (ii) on such other date as the Parties may mutually agree in writing.

(b)            The

closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on Friday, December 4,

2026, as such date may be extended pursuant to Section 7.01(e) (such date, the “Closing Date”) by

electronic means or such other place as the Parties may mutually agree. At the Closing, there shall be delivered to BFC and PSB the Articles

of Merger and such other certificates and other documents required to be delivered under Article VI.

Section 1.06           Additional

Actions.

If, at any time after the

Effective Time, BFC shall consider or be advised that any further deeds, documents, assignments or assurances in Law or any other acts

are necessary or desirable to carry out the purposes of this Agreement, PSB and its Subsidiaries and their respective current and former

officers and directors shall be deemed to have granted to BFC and its Subsidiaries, and each or any of them, an irrevocable power of

attorney to execute and deliver, in such official corporate capacities, all such deeds, assignments or assurances in Law or any other

acts as are necessary or desirable to carry out the purposes of this Agreement, and the officers and directors of BFC and its Subsidiaries,

as applicable, are authorized in the name of PSB and its Subsidiaries or otherwise to take any and all such actions.

Section 1.07           Reservation

of Right to Revise Structure.

BFC may at any time, without

the approval of PSB, change the method of effecting the business combination contemplated by this Agreement if and to the extent that

it reasonably deems such a change to be necessary; provided, however, that no such change shall (i) alter or change

the amount of the consideration to be issued to the Holders as Merger Consideration or Preferred Stock Consideration (as applicable),

(ii) reasonably be expected to materially impede or delay consummation of the Merger, (iii) adversely affect the federal income

tax treatment of the Holders in connection with the Merger or (iv) require submission to or approval of PSB’s shareholders

after the plan of merger set forth in this Agreement has been approved by PSB’s shareholders. In the event BFC elects to make such

a change, the Parties agree to cooperate to execute appropriate documents to reflect the change.

Article II

MERGER

CONSIDERATION; EXCHANGE PROCEDURES

Section 2.01           Merger

Consideration.

Subject to the provisions

of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or

any shareholder of PSB:

(a)            Each

share of BFC Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding

following the Effective Time and shall be unchanged by the Merger.

(b)            Each

share of PSB Common Stock and PSB Preferred Stock (as applicable) (i) held as treasury stock or (ii) owned directly by BFC,

PSB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of employees

or customers or otherwise held in fiduciary or agency capacity that are beneficially owned by third parties, or shares held as collateral

for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time

without any conversion thereof, and no payment shall be made with respect thereto (the “PSB Cancelled Shares”).

anything in this Agreement to the contrary, all shares of PSB Common Stock that are issued and outstanding immediately prior to the Effective

Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled

to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Subchapter

XIII of the WBCL, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting

Shares”). The Holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”)

instead shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the WBCL (and at

the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist

and such Holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions

of the WBCL and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such Holder’s

right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of PSB Common

Stock under the applicable provisions of the WBCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose

such Holder’s dissenter’s rights under the applicable provisions of the WBCL, or if a court of competent jurisdiction shall

determine that such Holder is not entitled to payment, each such Dissenting Share shall be deemed to have been converted into and to

have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable

provisions of this Agreement. PSB shall give BFC (i) prompt notice of any written notices to exercise dissenters’ rights in

respect of any shares of PSB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the WBCL

and received by PSB relating to dissenters’ rights and (ii) shall permit BFC to direct all negotiations and proceedings with

respect to demands for fair value under the WBCL. PSB shall not, except with the prior written consent of BFC, voluntarily make any payment

with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available

to the Exchange Agent pursuant to this Article II to pay for shares of PSB Common Stock for which dissenters’ rights

have been perfected shall be returned to BFC upon demand.

(d)            Subject

to Section 2.05 regarding fractional shares, each share of PSB Common Stock (excluding Dissenting Shares and PSB Cancelled

Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms

of this Article II, into and exchanged for the right to receive 0.3470 shares (the “Exchange Ratio”)

of BFC Common Stock (the “Merger Consideration”).

(e)            Subject

to Section 5.33 hereto, each share of PSB Preferred Stock issued and outstanding immediately prior to the Effective Time

shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II and PSB’s articles

of incorporation, into and exchanged for the right to receive a share of a newly created series of preferred stock of BFC (“BFC

Preferred Stock”) having such rights, preferences, privileges and voting powers, and limitations and restrictions thereof,

taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers,

and restrictions and limitations thereof, of PSB Preferred Stock immediately prior to the Effective Time, taken as a whole (“Preferred

Stock Consideration”).

Section 2.02           Adjustment

of Merger Consideration for Tangible Book Value.

(a)            If

PSB Tangible Common Book Value (as defined and calculated below) as of the Closing Date is less than the Minimum Tangible Common Book

Value, then the aggregate Merger Consideration will be reduced by an amount (the “Capital Deficiency Amount”)

equal to (i) the Minimum Tangible Common Book Value minus (ii) PSB Tangible Common Book Value on the Closing Date, and the

Exchange Ratio shall be adjusted to produce the aggregate Merger Consideration as reduced by such Capital Deficiency Amount.

(b)            For

purposes of this Agreement, “PSB Tangible Common Book Value” means the consolidated shareholders’ equity

of PSB and all of its Subsidiaries determined in accordance with GAAP consistently applied for past periods, excluding any effects of

interest rate changes to PSB’s securities portfolio, the PSB Preferred Stock, goodwill and core deposit intangibles, on a consolidated

basis with Peoples State Bank, whether upward or downward, from March 31, 2026; provided, however, that (i) the amount

of any costs, fees, expenses and commissions payable to any broker, finder, financial advisor or investment banking firm in connection

with this Agreement or the transactions contemplated hereby; (ii) the amount of all legal and accounting fees and other expenses

incurred in connection with the negotiation, execution or performance of this Agreement or the consummation of the transactions contemplated

hereby; (iii) the accrual of any costs, fees, expenses, contract payments, penalties or liquidated damages associated with or incurred

in connection with the termination of Terminated Contracts (as defined in Section 5.15), including, but not limited to, the

termination of any data processing contract following the Closing Date; (iv) amounts payable upon a change in control event under

any PSB Material Contract; (v) the amount of any payments to be made pursuant to any existing employment, change in control, salary

continuation, deferred compensation or other similar agreements or arrangements or severance, noncompetition, retention or bonus arrangements

between PSB or Peoples State Bank and any other Person, including the termination of such agreements, if the payment under such agreement

or arrangement is triggered by the transactions set forth in this Agreement; (vi) the accrual of any future benefit payments due

under any salary continuation, deferred compensation or other similar agreements through the date of final payment; and (vii) the

amount of any additional accruals or costs (to the extent not already accrued) to fully fund and liquidate any PSB Benefit Plan (as defined

herein) and to pay all related expenses and fees to the extent such termination is requested by BFC pursuant to Section 5.11,

will not reduce or impact the calculation of PSB Tangible Common Book Value purposes of this Section 2.02; provided further,

that adjustments to the calculation of PSB Tangible Common Book Value with respect to (i)-(vii) shall be mutually determined

by PSB and BFC in good faith. All such excluded amounts shall also be determined in accordance with GAAP, calculated on an after-tax

basis, and capped by an amount equal to 125% of the total gross amount set forth in PSB Disclosure Schedule 3.36; provided,

however, that the data processing contract termination and de-conversion fees shall not be subject to such cap. For the avoidance

of doubt, PSB Tangible Common Book Value shall be reduced dollar for dollar by the amount of any dividend or other distribution by PSB

declared or paid on or after the date of this Agreement and prior to or on the Closing Date (including dividends made to Holders of PSB

Preferred Stock) and any payments made by PSB or Peoples State Bank to service its outstanding debt and trust preferred securities and

any other expenses and/or accruals between the signing and closing of the Agreement not solely and directly related to the Merger or

the transactions contemplated by this Agreement.

calculation of PSB Tangible Common Book Value as of March 31, 2026, which assumes a Closing Date on or before January 1, 2027,

including detailed adjustments as set forth in Section 2.02(b) is set forth in PSB Disclosure Schedule 2.02(c) (the

“Estimated Closing Statement”). Within ten (10) Business Days of the end of each calendar month, PSB shall

prepare a sample calculation of PSB Tangible Common Book Value as of the end of such calendar month (calculated in accordance with Section 2.02(b))

and provide such sample calculation to BFC for the Parties to discuss in good faith. As of a date that is not less than ten (10) Business

Days prior to the intended Closing Date (the “Calculation Date”), PSB shall prepare in good faith and deliver

to BFC an updated closing statement derived from the latest available financial information of PSB, adjusted for projections through

the Closing Date and reflecting PSB Tangible Common Book Value as set forth in Section 2.02(b) (such statement, together

with all backup schedules and information as may be requested by BFC, the “Final Closing Statement”). Such

Final Closing Statement shall be prepared in a manner consistent with the Estimated Closing Statement. If BFC does not object in writing

to the Final Closing Statement within five (5) Business Days after the date PSB submits such calculation to BFC, the Final Closing

Statement shall be deemed to be accepted by BFC and shall constitute the final calculation of PSB Tangible Common Book Value at the Closing

Date, subject only to any further changes mutually agreed upon by both PSB and BFC. If BFC timely objects in writing to the Final Closing

Statement and the Parties are unable to resolve any dispute related to the calculations set forth in the Final Closing Statement within

five (5) Business Days after the date PSB submits such calculation to BFC, then PSB and BFC shall submit the calculation of PSB

Tangible Common Book Value at the Closing Date to an accounting firm independent from both BFC and PSB as shall be mutually agreed in

writing by the Parties for review and resolution of any and all matters related to the calculation which remain in dispute. The independent

accounting firm shall reach a final resolution of all matters (such determination of PSB Tangible Common Book Value by the independent

accounting firm shall be consistent with and in accordance with Section 2.02(b)) and shall furnish such resolution in writing

to PSB and BFC as soon as practicable, but in no event more than ten (10) Business Days after such matters have been referred to

the independent accounting firm. Such resolution shall be made in accordance with this Agreement and will be conclusive and binding upon

PSB and BFC, absent manifest error or fraud. The resolution reached by the Parties or the independent accounting firm in accordance with

this Section 2.02(c) will constitute the final calculation of the PSB Tangible Common Book Value at the Closing Date.

The costs for the independent accounting firm to reach such resolution shall be shared equally by PSB and BFC.

Section 2.03           PSB

Stock-Based Awards.

(a)            At

the Effective Time, each option to purchase PSB Common Stock (a “PSB Option”) granted under a PSB Stock Plan

or otherwise whether vested or unvested, which is outstanding immediately prior to the Effective Time shall fully vest (to the extent

not vested) and be canceled, automatically and without any required action on the part of the holder thereof, and be converted into the

right to receive an amount of cash equal to the product of (A) the excess, if any, of (1) the product of (x) the Exchange

Ratio, multiplied by (y) the BFC Common Stock Price (the “Per Share Cash Equivalent Consideration”), minus

(2) the per share exercise price of the PSB Option prior to the Effective Time, multiplied by (B) the number of shares

of PSB Common Stock subject to such PSB Option prior to the Effective Time, rounding up to the nearest cent. Any PSB Option with an exercise

price that equals or exceeds the Per Share Cash Equivalent Consideration shall be canceled with no consideration being paid to the option

holder with respect to such PSB Option. All amounts payable pursuant to this Section 2.03(a) to the holders of PSB Options

shall be paid as soon as practicable after, and in any event within five (5) Business Days following, the Effective Time, without

interest, and shall be less applicable tax withholdings.

(b)            Immediately

prior to the Effective Time, each unvested share of restricted PSB Common Stock (a “PSB Restricted Share”)

granted under a PSB Stock Plan or otherwise which is outstanding immediately prior to the Effective Time shall, automatically and without

any required action on the part of the Holder thereof, become fully vested. Each PSB Restricted Share (including, for purposes of clarity,

both shares that become vested pursuant to this Section 2.03(b) as well as restricted stock granted under a PSB Stock

Plan that was already vested) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, utilizing

the Exchange Ratio, into the Merger Consideration in accordance with Section 2.01(d). Such Merger Consideration shall be

delivered without interest.

to the Effective Time, PSB shall take all actions reasonably necessary or appropriate to ensure that, with respect to the PSB Holdings, Inc.

Employee Stock Purchase Plan (the “PSB ESPP”), (i) the offering period that commenced June 1, 2025

and ends May 31, 2026 shall be the final offering period and the last purchase date thereunder; (the “Final Purchase

Date”); (ii) PSB shall return to each participant the funds, if any, that remain in such participant’s account

after all PSB ESPP shares have been purchased for the offering period ending on the Final Purchase Date; and (iii) PSB shall take

such steps as may be necessary such that, between the date of this Agreement and the Final Purchase Date, (1) no new participant

may commence participation in the PSB ESPP, and (2) no current participant in the PSB ESPP may increase his or her rate of contribution

under the PSB ESPP. Additionally, no current participant shall be permitted to make a contribution with respect to compensation earned

after the Final Purchase Date. Each PSB ESPP share (including, for purposes of clarity, both shares that were issued prior to the date

of this Agreement and those issued for the offering period ending on the Final Purchase Date) issued and outstanding at the Effective

Time shall cease to be outstanding and shall be converted, utilizing the Exchange Ratio, into the Merger Consideration in accordance

with Section 2.01(d). Such Merger Consideration shall be delivered without interest.

(d)            At

the Effective Time, the PSB Stock Plans, the PSB ESPP, the PSB Options, and all related grant agreements thereunder shall terminate and

the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the

capital stock of PSB shall be of no further force and effect.

(e)            Prior

to the Effective Time, PSB, the board of directors of PSB and the compensation committee of the board of directors of PSB, as applicable,

shall adopt any resolutions and take any actions that are necessary to effectuate the actions contemplated in this Section 2.03

in order to ensure that, from and after the Effective Time, the rights of holders of PSB Options, holders of PSB Restricted Shares and

participants in the PSB ESPP are extinguished in their entirety except as otherwise set forth in this Section 2.03.

Section 2.04           Rights

as Shareholders; Stock Transfers.

At the Effective Time, all

shares of PSB Common Stock and PSB Preferred Stock, when converted in accordance with Section 2.01, shall no longer be outstanding

and shall automatically be cancelled and retired and shall cease to exist, and each Certificate or Book-Entry Share previously evidencing

such shares shall thereafter represent only the right to receive for each such share of PSB Common Stock, the Merger Consideration and

any cash in lieu of fractional shares of BFC Common Stock, and for each such shares of PSB Preferred Stock, either the Preferred Stock

Consideration or the consideration agreed to in the Preferred Stock Transaction, each, in accordance with this Article II

or Section 5.33, as applicable. At the Effective Time, (a) Holders of PSB Common Stock shall cease to be, and shall

have no rights as, shareholders of PSB, other than the right to receive the Merger Consideration and cash in lieu of fractional shares

of BFC Common Stock as provided under this Article II, and (b) Holders of PSB Preferred Stock shall cease to be, and

shall have no rights as, shareholders of PSB, other than the right to receive either (i) the consideration agreed to in the Preferred

Stock Transaction as provided in Section 5.33 or (ii) the Preferred Stock Consideration as provided under this Article II.

At the Effective Time, the stock transfer books of PSB shall be closed, and there shall be no registration of transfers on the stock

transfer books of PSB of shares of PSB Common Stock or PSB Preferred Stock.

Section 2.05           Fractional

Shares.

Notwithstanding any other

provision hereof, no fractional shares of BFC Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof,

will be issued in the Merger. In lieu thereof, BFC shall pay or cause to be paid to each Holder who would otherwise receive a fractional

share of BFC Common Stock, rounded to the nearest one hundredth of a share, an amount of cash (without interest and rounded to the nearest

whole cent) determined by multiplying the fractional share interest in BFC Common Stock to which such Holder would otherwise be entitled

by the BFC Common Stock Price.

Section 2.06           Plan

of Reorganization.

It is intended that the Merger

and the Bank Merger shall each qualify as a “reorganization” within the meaning of Section 368(a) of the Code,

and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code.

Section 2.07           Exchange

Procedures.

BFC shall cause, as promptly

as practicable after the Effective Time, but in no event later than five (5) Business Days after the Closing Date, the Exchange

Agent to commence mailing and delivery to each Holder appropriate and customary transmittal materials, which shall specify that delivery

shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates

or Book-Entry Shares to the Exchange Agent, as well as instructions for use in effecting the surrender of the Certificates or Book-Entry

Shares in exchange for the Merger Consideration (including cash in lieu of fractional shares) and/or the Preferred Stock Consideration,

as applicable, as provided for in this Agreement (the “Letter of Transmittal”).

Section 2.08           Deposit

and Delivery of Merger Consideration.

(a)            Prior

to the Effective Time, BFC shall (i) deposit, or shall cause to be deposited, with the Exchange Agent stock certificates representing

the number of shares of BFC Common Stock and, if applicable, BFC Preferred Stock (or otherwise issue an instruction letter regarding

the issuance of the Merger Consideration and, if applicable, the Preferred Stock Consideration in book entry to Holders) and cash sufficient

to deliver the Merger Consideration (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant

to Section 2.05, and if applicable, cash in an aggregate amount sufficient to make the appropriate payment to the Holders

of Dissenting Shares) (collectively, the “Exchange Fund”), and (ii) instruct the Exchange Agent to pay

such Merger Consideration and cash in lieu of fractional shares and, if applicable, issue the Preferred Stock Consideration, each in

accordance with this Agreement, as applicable, as promptly as practicable after the Effective Time and conditioned upon receipt of a

properly completed Letter of Transmittal. The Exchange Agent and BFC, as the case may be, shall not be obligated to deliver the Merger

Consideration and/or the Preferred Stock Consideration, as applicable, to a Holder if such Holder would otherwise be entitled as a result

of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of PSB Common Stock and/or PSB

Preferred Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement

and/or a bond in such amount as may be reasonably required in each case by BFC or the Exchange Agent.

(b)            Any

portion of the Exchange Fund that remains unclaimed by the shareholders of PSB for one (1) year after the Effective Time (as well

as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to BFC. Any shareholders of PSB who

have not theretofore complied with this Section 2.08 shall thereafter look only to BFC for the Merger Consideration and/or

the Preferred Stock Consideration, as applicable, any cash in lieu of fractional shares of PSB Common Stock to be issued or paid in consideration

therefor, and any dividends or distributions to which such Holder is entitled in respect of each share of PSB Common Stock and/or PSB

Preferred Stock such shareholder held immediately prior to the Effective Time, as determined pursuant to this Agreement, in each case

without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of PSB Common Stock and/or PSB Preferred Stock

are not surrendered or the payment for them is not claimed prior to the date on which such shares of BFC Common Stock, BFC Preferred

Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the

extent permitted by the Law of abandoned property and any other applicable Law, become the property of BFC (and to the extent not in

its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property.

Neither the Exchange Agent nor any Party shall be liable to any Holder represented by any Certificate or Book-Entry Share for any amounts

delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. Subject to Section 5.33,

BFC and the Exchange Agent shall be entitled to rely upon the stock transfer books of PSB to establish the identity of those Persons

entitled to receive the Merger Consideration and the Preferred Stock Consideration specified in this Agreement, which books shall be

conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of PSB Common Stock and/or PSB Preferred

Stock represented by any Certificate or Book-Entry Share, as applicable, BFC and the Exchange Agent shall be entitled to tender to the

custody of any court of competent jurisdiction any Merger Consideration and/or Preferred Stock Consideration represented by such Certificate

or Book-Entry Share and file legal proceedings interpleading all parties to such dispute, and will thereafter be relieved with respect

to any claims thereto.

or the Exchange Agent, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement

to any Holder such amounts as BFC is required to deduct and withhold under applicable Law. Any amounts so deducted and withheld shall

be remitted to the appropriate Governmental Authority and upon such remittance shall be treated for all purposes of this Agreement as

having been paid to the Holder in respect of which such deduction and withholding was made by BFC or the Exchange Agent, as applicable.

Section 2.09           Rights

of Certificate Holders after the Effective Time.

(a)            All

shares of BFC Common Stock and, if applicable, BFC Preferred Stock to be issued pursuant to the Merger shall be deemed issued and outstanding

as of the Effective Time and if ever a dividend or other distribution is declared by BFC in respect of the BFC Common Stock and/or, if

applicable, the BFC Preferred Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends

or other distributions in respect of all shares of BFC Common Stock and/or, if applicable, BFC Preferred Stock issuable pursuant to this

Agreement. No dividends or other distributions in respect of the BFC Common Stock or, if applicable, BFC Preferred Stock shall be paid

to any Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange

in accordance with this Article II. Subject to the effect of applicable Laws, following surrender of any such Certificate

or Book-Entry Share, there shall be issued and/or paid to the Holder of the Certificates representing whole shares of BFC Common Stock

and/or, if applicable, BFC Preferred Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the

dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of

BFC Common Stock and/or BFC Preferred Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions

payable with respect to such whole shares of BFC Common Stock and/or BFC Preferred Stock with a record date after the Effective Time

but with a payment date subsequent to surrender. For the avoidance of doubt, Holders shall not have any right to participate in any dividends

or other distributions declared by BFC in respect of the BFC Common Stock and/or BFC Preferred Stock if the record date of such dividend

or distribution is prior to the Effective Time.

(b)            In

the event of a transfer of ownership of a Certificate representing PSB Common Stock or PSB Preferred Stock that is not registered in

the stock transfer records of PSB, the proper amount of cash and/or shares of BFC Common Stock and/or, if applicable, BFC Preferred Stock

shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered

if the Certificate formerly representing such PSB Common Stock or PSB Preferred Stock shall be properly endorsed or otherwise be in proper

form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason

of the payment or issuance to a person other than the registered Holder of the Certificate or establish to the satisfaction of BFC that

the Tax has been paid or is not applicable.

Section 2.10           Anti-Dilution

Provisions.

If the number of shares of

BFC Common Stock, PSB Common Stock or PSB Preferred Stock issued and outstanding prior to the Effective Time shall be increased or decreased,

or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a stock split, reverse

stock split, stock combination, stock dividend, reclassification, or similar transaction, or there shall be any extraordinary dividend

or distribution with respect to such stock, and the record date therefor shall be prior to the Effective Time, an appropriate and proportionate

adjustment shall be made to the Merger Consideration and Preferred Stock Consideration, as applicable, to give Holders of PSB Common

Stock and/or PSB Preferred Stock the same economic effect as contemplated by this Agreement prior to such event. For the avoidance of

doubt, no adjustment shall be made with regard to BFC Common Stock if (i) BFC issues additional shares of BFC Common Stock and receives

consideration for such shares (including, without limitation, upon the exercise of outstanding stock options or other equity awards)

or (ii) BFC issues employee or director stock grants or similar equity awards pursuant to a BFC benefit plan.

Article III

REPRESENTATIONS

AND WARRANTIES OF PSB

Except as set forth in the

disclosure schedule delivered by PSB to BFC prior to or concurrently with the execution of this Agreement with respect to each such Section below

(the “PSB Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the PSB Disclosure

Schedule as an exception to a representation or warranty shall not be deemed an admission by PSB that such item represents a material

exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on PSB and (b) 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, PSB hereby represents and warrants to BFC as follows:

Section 3.01           Organization

and Standing.

Each of PSB and its Subsidiaries

is (a) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or

formation and (b) is duly licensed or qualified to do business and in good standing in each jurisdiction where its ownership or

leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified

has not had, and is not reasonably likely to have, a Material Adverse Effect with respect to PSB. A complete and accurate list of all

such jurisdictions described in (a) and (b) is set forth in PSB Disclosure Schedule 3.01.

Section 3.02           Capital

Stock.

(a)            The

authorized capital stock of PSB consists of 18,000,000 shares of PSB Common Stock and 30,000 shares of PSB Preferred Stock. As of the

date hereof, there are 4,020,508 shares of PSB Common Stock (of which 7,656 are shares of unvested PSB Restricted Stock) and 7,200 shares

of PSB Preferred Stock issued and outstanding, and an additional 1,470,290 shares of PSB Common Stock held as treasury stock. As of the

date hereof, there are PSB Options to purchase an aggregate of 95,202 shares of PSB Common Stock. There are no shares of PSB Common Stock

or PSB Preferred Stock held by any of PSB’s Subsidiaries. PSB Disclosure Schedule 3.02(a) sets forth, as of the date

hereof, the name and address, as reflected on the books and records of PSB, of each Holder, and the number of shares of PSB Common Stock

and PSB Preferred Stock held by each such Holder. The issued and outstanding shares of PSB capital stock are duly authorized, validly

issued, fully paid, non-assessable and have not been issued in violation of nor are they subject to preemptive rights of any PSB shareholder.

All shares of PSB’s capital stock issued and outstanding have been issued in compliance with and not in violation of any applicable

federal or state securities Laws.

(b)            Except

as set forth in PSB Disclosure Schedule 3.02(b), there are no outstanding shares of capital stock of any class, or any options,

warrants or other similar rights, convertible or exchangeable securities, restricted shares, “phantom stock” rights, stock

appreciation rights, stock based performance units, agreements, arrangements, commitments or understandings to which PSB or any of its

Subsidiaries is a party, whether or not in writing, of any character relating to the issued or unissued capital stock or other securities

of PSB or any of PSB’s Subsidiaries or obligating PSB or any of PSB’s Subsidiaries to issue (whether upon conversion, exchange

or otherwise) or sell any share of capital stock of, or other equity interests in or other securities of, PSB or any of PSB’s Subsidiaries

other than those listed in PSB Disclosure Schedule 3.02(b). There are no obligations, contingent or otherwise, of PSB or any of

PSB’s Subsidiaries to repurchase, redeem or otherwise acquire any shares of PSB capital stock or capital stock of any of PSB’s

Subsidiaries or any other securities of PSB or any of PSB’s Subsidiaries or to provide funds to or make any investment (in the

form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. Except for the PSB Voting Agreements,

there are no agreements, arrangements or other understandings with respect to the voting of PSB’s capital stock and there are no

agreements or arrangements under which PSB is obligated to register the sale of any of its securities under the Securities Act. No bonds,

debentures, notes or other indebtedness issued by PSB or any of its Subsidiaries (i) having the right to vote on any matters on

which shareholders of PSB may vote (or which is convertible into, or exchangeable for, securities having such right), or (ii) the

value of which is directly based upon or derived from the capital stock, voting securities or other ownership interests of PSB, are issued

or outstanding.

Disclosure Schedule 3.02(c) sets forth a list of all repurchases by PSB of PSB capital stock since January 1, 2023, including

the date of such repurchase, the number, class and series of the shares repurchased, and the price at which PSB executed such repurchase.

All such repurchases were conducted by PSB in material compliance with applicable Laws. To the Knowledge of PSB, all Affiliates of PSB

have, since January 1, 2023, conducted purchases and sales of PSB capital stock in material compliance with applicable Laws.

(d)            PSB

Disclosure Schedule 3.02(d) sets forth the number of shares of PSB Common Stock underlying outstanding rights under the PSB

ESPP (based on the closing price or last trade on April 30, 2026 and participant contributions to the PSB ESPP through April 30,

2026), each unvested PSB Restricted Share (as vested restricted shares are already included in the Capitalization Table), each PSB Option

and, to the extent applicable, (i) the name (or employee identification number) and country of residence (if outside the United

States) of the holder thereof, (ii) the number of shares of PSB capital stock issuable thereunder, (iii) the exercise price

or strike price relating thereto, (iv) the grant date, (v) vesting schedule, (vi) expiration date, (vii) the amount

exercisable and outstanding and the amount not exercisable and outstanding and (viii) the PSB Stock Plan in accordance with which

the award was made. Each grant of a PSB Option, PSB Restricted Share and rights outstanding under the PSB ESPP was duly authorized by

the board of directors of PSB or the compensation committee thereof no later than the date on which such grant by its terms to be effective

by all necessary corporate action, and was made in accordance with the terms of the applicable PSB Stock Plan and any applicable Law

and regulatory rules or requirements. No PSB Option has been granted with a per share exercise price less than the fair market value

of a share of PSB capital stock on the applicable date of grant, and PSB has not granted any PSB Option that is subject to Section 409A

of the Code. PSB has the requisite power and authority, in accordance with the applicable PSB Stock Plan, the applicable award agreements

and any other applicable contracts, to take the actions contemplated by Section 2.03 hereof, and the treatment of PSB Options

as described in Section 2.03 as of the Effective Time will be binding on the holders of PSB Options.

(e)            There

are no agreements to which PSB is a party that provide holders of PSB Common Stock or PSB Preferred Stock with rights as holders of PSB

Common Stock or PSB Preferred Stock, as applicable, that are in addition to those provided by PSB’s articles of incorporation,

PSB’s bylaws or applicable Law.

Section 3.03           Subsidiaries.

(a)            PSB

Disclosure Schedule 3.03(a) sets forth a complete and accurate list of all Subsidiaries of PSB, including the jurisdiction of

organization and all jurisdictions in which any such entity is qualified to do business and the number of shares or other equity interests

in such Subsidiary held by PSB. Except as set forth in PSB Disclosure Schedule 3.03(a), (i) PSB owns, directly or indirectly,

all of the issued and outstanding equity securities of each PSB Subsidiary, (ii) no equity securities of any of PSB’s Subsidiaries

are or may become required to be issued (other than to PSB) by reason of any contractual right or otherwise, (iii) there are no

contracts, commitments, understandings or arrangements by which any of such Subsidiaries is or may be bound to sell or otherwise transfer

any of its equity securities (other than to PSB or a wholly-owned Subsidiary of PSB), (iv) there are no contracts, commitments,

understandings or arrangements relating to PSB’s rights to vote or to dispose of such securities, (v) all of the equity securities

of each such Subsidiary held by PSB, directly or indirectly, are validly issued, fully paid, non-assessable and are not subject to preemptive

or similar rights, and (vi) all of the equity securities of each Subsidiary that is owned, directly or indirectly, by PSB or any

Subsidiary thereof, are free and clear of all Liens, other than restrictions on transfer under applicable securities or banking Laws.

(b)            Waukesha

Statutory Trust I and PSB Holdings Statutory Trust are Subsidiaries of PSB, the common securities of which are wholly owned by PSB, formed

for the purpose of issuing “trust preferred securities.” The proceeds from the sale of the securities and the issuance of

the common stock by PSB Holdings Statutory Trust were invested in Fixed/Floating Junior Subordinated Deferrable Interest Debentures issued

by PSB (the “PSB Junior Subordinated Debt”), which are the sole assets of such trust. The proceeds from the

sale of the securities and the issuance of the common stock by Waukesha Statutory Trust I were invested in Floating Rate Junior Subordinated

Deferrable Interest Debentures issued by Waukesha Bankshares, Inc. (the “Waukesha Junior Subordinated Debt”),

which PSB acquired on April 16, 2021 through a merger with PSB (the “Waukesha Merger”) and which are the

sole assets of such trust. PSB has performed all the obligations required to be performed by it and is not in default under the terms

of the PSB Junior Subordinated Debt or the trust preferred securities and agreements related thereto. PSB has performed all the obligations

required to be performed by it and is not in default under the terms of the PSB Junior Subordinated Debt or the related trust preferred

securities and agreements related thereto. PSB has performed all the obligations required to be performed by it under the terms of the

Waukesha Junior Subordinated Debt and the trust preferred securities and agreements related thereto since the date of the Waukesha Merger,

and all such obligations required to be performed by Waukesha prior to the date of the Waukesha Merger were performed. Neither the PSB

Junior Subordinated Debt or Waukesha Junior Subordinated Debt (i) is convertible into PSB Common Stock or PSB Preferred Stock, (ii) carries

voting rights with respect to any PSB Common Stock or PSB Preferred Stock or (iii) contains dividend limitation provisions upon

PSB Common Stock or PSB Preferred Stock except in the event of default or in the event of deferral of the payments due thereon. Except

as set forth in PSB Disclosure Schedule 3.03(b), neither PSB nor any of its Subsidiaries has any trust preferred securities or

other similar securities outstanding.

as set forth in PSB Disclosure Schedule 3.03(c), neither PSB nor any of PSB’s Subsidiaries owns any stock or equity interest

in any depository institution (as defined in 12 U.S.C. Section 1813(c)(1)) other than Peoples State Bank. Except as set forth in

PSB Disclosure Schedule 3.03(c), neither PSB nor any of PSB’s Subsidiaries beneficially owns, directly or indirectly (other

than in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted), any equity securities or similar interests

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

Section 3.04           Corporate

Power; Minute Books.

(a)            PSB

and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and

to own all of its properties and assets, and PSB has the corporate power and authority to execute, deliver and perform its obligations

under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental

Authorities, the Regulatory Approvals and the Requisite PSB Shareholder Approval.

(b)            PSB

has made available to BFC a complete and correct copy of the articles of incorporation and bylaws or equivalent organizational documents,

each as amended to date, of PSB and each of its Subsidiaries, the minute books of PSB and each of its Subsidiaries for the three (3) years

preceding the date of this Agreement, and the stock ledgers of PSB and each of its Subsidiaries. Neither PSB nor any of its Subsidiaries

is in violation of any of the terms of its articles of incorporation, bylaws or equivalent organizational documents. Subject to Section 5.08(f),

the minute books of PSB and each of its Subsidiaries contain records of all meetings held by, and all other corporate or similar actions

of, their respective shareholders and boards of directors (including committees of their respective boards of directors) or other governing

bodies, which records are complete and accurate in all material respects. The stock ledgers and the stock transfer books of PSB and each

of its Subsidiaries contain complete and accurate records of the ownership of the equity securities of PSB and each of its Subsidiaries.

Section 3.05           Corporate

Authority.

Subject only to the receipt

of the Requisite PSB Shareholder Approval at the PSB Meeting, this Agreement and the transactions contemplated hereby, have been authorized

by all necessary corporate action of PSB and the board of directors of PSB on or prior to the date hereof. Except for the Requisite PSB

Shareholder Approval, no other corporate proceedings on the part of PSB are necessary to approve this Agreement or to consummate the

transactions contemplated hereby. The board of directors of PSB has resolved to recommend that PSB’s shareholders approve and adopt

this Agreement and direct that this Agreement be submitted to PSB’s shareholders for approval at a meeting of the shareholders.

Except for the receipt of the Requisite PSB Shareholder Approval in accordance with the WBCL and PSB’s articles of incorporation

and bylaws, no other vote or action of the shareholders of PSB is required by Law, the articles of incorporation or bylaws of PSB or

otherwise to approve this Agreement and the transactions contemplated hereby. To the Knowledge of PSB, there is no shareholder holding

more than 5% or more of the outstanding shares of PSB Common Stock who intends to vote against the approval of this Agreement. PSB has

duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by BFC, this Agreement is a valid

and legally binding obligation of PSB, enforceable in accordance with its terms (except to the extent that validity and enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting the enforcement

of creditors’ rights generally or by general principles of equity or by principles of public policy (the “Enforceability

Exception”)).

Section 3.06           Regulatory

Approvals; No Defaults.

(a)            No

consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained

by PSB or any of its Subsidiaries in connection with the execution, delivery or performance by PSB of this Agreement or to consummate

the transactions contemplated by this Agreement, except as may be required for (i) filings of applications and notices with, and

receipt of consents, authorizations, approvals, exemptions or non-objections from the SEC, NASDAQ, state securities authorities, the

Financial Industry Regulatory Authority, Inc., applicable securities, commodities and futures exchanges, and other industry self-regulatory

organizations (each, an “SRO”), (ii) filings of applications or notices with, and consents, approvals

or waivers by the FRB, the FDIC, the OCC, and applicable state banking agencies, the Wisconsin Department of Financial Institutions and

other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other

Governmental Authorities and approval of or non-objection to such applications, filings and notices (taken together with the items listed

in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of the Proxy Statement-Prospectus

and the Registration Statement and declaration of effectiveness of the Registration Statement, (iv) the filing of the Articles of

Merger contemplated by Section 1.05(a) and the filing of documents with the FDIC, the OCC, the WDFI-Banking or other

applicable Governmental Authorities to cause the Bank Merger to become effective and (v) 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 BFC Common Stock and BFC Preferred Stock pursuant to this Agreement (the “BFC Stock Issuance”) and approval

of listing of BFC Common Stock to be issued in the BFC Stock Issuance on the Trading Market. Subject to the receipt of the approvals

referred to in the preceding sentence, the Requisite PSB Shareholder Approval and as set forth in PSB Disclosure Schedule 3.06(a),

the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by PSB do not

and will not (1) constitute a breach or violation of, or a default under, the articles of incorporation, bylaws or similar governing

documents of PSB or any of its respective Subsidiaries, (2) violate any Law applicable to PSB or any of its Subsidiaries, or any

of their respective properties or assets, (3) conflict with, result in a breach or violation of any provision of, or the loss of

any benefit under, or a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under,

result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation (which, in

each case, would have a material impact on PSB or could reasonably be expected to result in a financial obligation or penalty in excess

of $100,000) under any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease,

instrument, concession, contract, franchise, agreement or other instrument or obligation of PSB or any of its Subsidiaries or to which

PSB or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (4) require the consent or approval

of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license,

credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise,

agreement or other instrument or obligation, except with regards to clauses (3) and (4) as would not reasonably be expected

to have a Material Adverse Effect on PSB or result in a material financial penalty to PSB.

(b)            As

of the date hereof, PSB has no Knowledge of any reason (i) why the Regulatory Approvals will not be received in customary time frames

from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why

any Burdensome Condition would be imposed.

Section 3.07           Financial

Statements; Internal Controls.

(a)            PSB

has previously delivered or made available to BFC copies of PSB’s (i) audited annual consolidated financial statements (including

the related notes and schedules thereto) for the years ended December 31, 2023, 2024 and 2025, accompanied by the audit reports

of Wipfli LLP, independent registered accountants (collectively, the “Annual Financial Statements”) and (ii) unaudited

interim consolidated financial statements (including the related notes and schedules thereto) for the three months ended March 31,

2026 (the “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial

Statements”). The Financial Statements (including any related notes and schedules thereto) are accurate and complete in

all material respects and fairly present in all material respects the financial condition and the results of operations, changes in shareholders’

equity, and cash flows of PSB and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such

financial statements, all in accordance with GAAP, consistently applied, subject, in the case of the Interim Financial Statements, to

normal, recurring year-end adjustments (the effect of which has not had, and would not reasonably be expected to have, individually or

in the aggregate, a Material Adverse Effect with respect to PSB) and the absence of notes and schedules (that, if presented, would not

differ materially from those included in the Annual Financial Statements). No financial statements of any entity or enterprise other

than PSB’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of PSB. The audits of PSB

has been conducted in accordance with GAAS. Since December 31, 2023, neither PSB nor any of its Subsidiaries has any liabilities

or obligations of a nature that would be required by GAAP to be set forth on its consolidated balance sheet or in the notes thereto except

for liabilities reflected or reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of

Business since December 31, 2023. True, correct and complete copies of the Financial Statements are set forth in PSB Disclosure

Schedule 3.07(a).

(b)            The

financial statements contained in the Consolidated Reports of Condition and Income (the “Call Reports”) of

Peoples State Bank for the periods ended on or after December 31, 2023, (i) are true, accurate and complete in all material

respects, (ii) have been prepared in accordance with GAAP as modified by regulatory accounting principles consistently applied,

except as may be otherwise indicated in the notes thereto and except for the omission of footnotes, (iii) have been filed on a timely

basis (or by any extensions as permitted), and (iv) fairly present in all material respects the financial condition of Peoples State

Bank as of the respective dates set forth therein and the results of operations and stockholders’ equity for the respective periods

set forth therein, subject to year-end adjustments, in compliance with the rules and regulations of applicable federal banking authorities.

The financial statements contained in the Call Reports of Peoples State Bank to be prepared after the date of this Agreement and prior

to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance

with GAAP as modified by regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto

and except for the omission of footnotes, and (C) will fairly present in all material respects the financial condition of Peoples

State Bank as of the respective dates set forth therein and the results of operations and stockholders’ equity of Peoples State

Bank for the respective periods set forth therein, subject to year-end adjustments, in compliance with the rules and regulations

of applicable federal banking authorities.

records, systems, controls, data and information of PSB and its Subsidiaries are recorded, stored, maintained and operated under means

(including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and

direct control of PSB or its Subsidiaries or accountants (including all means of access thereto and therefrom). PSB and its Subsidiaries

have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability

of financial reporting and the preparation of financial statements in accordance with GAAP, and those internal accounting controls are

sufficient to provide reasonable assurance that (i) transactions are recorded with its management’s general or specific authorizations

and (ii) transactions are recorded in conformity with GAAP and applicable Law. To the Knowledge of PSB, (i) none of PSB, PSB’s

Subsidiaries or any director, officer, employee, agent or other Person acting behalf of PSB or any of the PSB Subsidiaries, has made

any fraudulent entry on the books or records of PSB or any of PSB’s Subsidiaries and (ii) neither PSB nor any of PSB’s

Subsidiaries has received written notice of any material weakness regarding the accounting or auditing practices, procedures or methods

of PSB or any of PSB’s Subsidiaries or their respective internal accounting controls. PSB has disclosed based on its most recent

evaluations, to its outside auditors and the audit committee of the board of directors of PSB (i) all significant deficiencies and

material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely

affect PSB’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material,

that involves management or other employees who have a significant role in PSB’s internal control over financial reporting. PSB

has made available to BFC a summary of any such disclosure made by management to the auditor and/or audit committee of BFC or any Subsidiary.

(d)            Except

as set forth in PSB Disclosure Schedule 3.07(d), since December 31, 2023, (x) neither PSB nor any of its Subsidiaries

nor, to PSB’s Knowledge, any director, officer, employee, auditor, accountant or representative of PSB or any of its Subsidiaries

has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim, whether written or oral,

regarding the integrity of the Financial Statements, any financial statements of any Subsidiary of PSB, including the Call Reports, the

accounting or auditing practices, procedures, methodologies or methods of PSB or any of its Subsidiaries or their respective internal

accounting controls, including any material complaint, allegation, assertion or claim that PSB or any of its Subsidiaries has engaged

in questionable accounting or auditing practices, and (y) no attorney representing PSB or any of its Subsidiaries, whether or not

employed by PSB or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duties

or similar violation by PSB or any of its officers, directors, employees or agents to the board of directors of PSB or any committee

of the board of directors or, to PSB’s Knowledge, to any director or officer of PSB. To PSB’s Knowledge, there has been no

instances of fraud by PSB or any of its Subsidiaries, whether or not material.

(e)            The

most recent Financial Statements as of the date hereof reflect an adequate reserve, in accordance with GAAP, for all Taxes payable by

PSB and its Subsidiaries for all taxable periods through the date of such Financial Statements. Since December 31, 2023, neither

PSB nor any of its Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses, as that term is used

in GAAP, outside the Ordinary Course of Business. Except for (i) those liabilities that are fully reflected or reserved for in the

Financial Statements, (ii) liabilities or obligations incurred in the Ordinary Course of Business since December 31, 2023 in

amounts consistent with past practice, (iii) liabilities that have been discharged or paid in full before the Closing Date; or (iv) liabilities

or obligations incurred directly as a result of this Agreement, to the Knowledge of PSB, neither PSB nor any of its Subsidiaries has

incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to

become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such

a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities

of a type not described in clause (i)-(iv), has had, or would be reasonably expected to have, a Material Adverse Effect with respect

to PSB.

(f)             The

Financial Statements to be prepared by PSB after the date of this Agreement and prior to the Closing (i) will be true, accurate

and complete in all material respects, (ii) will be prepared from, and in accordance with, the books and records of PSB and its

Subsidiaries, (iii) will be prepared in accordance with GAAP, consistently applied and (iv) will fairly present in all material

respects the consolidated financial condition, results of operations, changes in shareholders’ equity and cash flows of PSB and

its Subsidiaries as of the respective dates and for the respective periods covered thereby, subject to normal year-end adjustments and

the absence of footnotes in the case of unaudited Interim Financial Statements.

(g)            The

independent registered public accounting firm that audited the Annual Financial Statements is, and has been throughout the periods covered

by such financial statements, “independent” within the meaning of Rule 2-01 of Regulation S-X. As of the date hereof,

such accounting firm has not resigned or been dismissed as a result of or in connection with any disagreement with PSB on any matter

of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Section 3.08            Regulatory

Reports.

Since January 1, 2023,

PSB and its Subsidiaries have timely filed with the SEC, FRB, OCC, FDIC, any applicable SRO and any other applicable Governmental Authority,

in correct form in all material respects, the material reports, registration statements and other documents required to be filed under

applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, except where the failure

to file such required reports, forms, schedules, registration statements, and other documents or pay such fees and assessments has not

had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on PSB, and except as

set forth in PSB Disclosure Schedule 3.08, such reports and other documents were complete and accurate and in compliance in all

material respects with the requirements of applicable Laws and regulations. Other than normal examinations conducted by a Governmental

Authority in the Ordinary Course of Business, no Governmental Authority has notified PSB or any of its Subsidiaries that it has initiated

any proceeding or, to the Knowledge of PSB, threatened an investigation into the business or operations of PSB or any of its Subsidiaries

since January 1, 2023. Subject to Section 9.11, (i) there is no material and no unresolved violation, criticism

or exception by any Governmental Authority with respect to any report filed by or relating to any examinations or inspections by any

such Governmental Authority of PSB or any of its Subsidiaries, and (ii) there have been no formal or informal inquiries by, or disagreements

or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of PSB or any of its Subsidiaries

since January 1, 2023.

Section 3.09            Absence

of Undisclosed Liabilities.

Neither PSB nor any of PSB’s

Subsidiaries has any material liability, obligation or commitment of a type required to be reflected on its financial statements prepared

in accordance with GAAP except (a) those which are adequately reflected or reserved against in the Financial Statements (including

the notes thereto); (b) those which have been incurred in the Ordinary Course of Business since the March 31, 2026; (c) those

liabilities incurred in connection with this Agreement and the transactions contemplated hereby; and (d) those disclosed on PSB

Disclosure Schedule 3.09.

Section 3.10           Absence

of Certain Changes or Events.

Except as set forth in PSB

Disclosure Schedule 3.10, the Financial Statements or as otherwise contemplated by this Agreement, since December 31, 2025,

(a) PSB and its Subsidiaries have carried on their respective businesses in all material respects in the Ordinary Course of Business,

(b) there have been no events, changes or circumstances which have had, or are reasonably likely to have, individually or in the

aggregate, a Material Adverse Effect with respect to PSB, and (c) neither PSB nor any of its Subsidiaries has taken any action or

failed to take any action prior to the date of this Agreement which action or failure, if taken after the date of this Agreement, would

constitute a material breach or violation of any of the covenants and agreements set forth in Section 5.01(a), Section 5.01(b),

Section 5.01(c), Section 5.01(e), Section 5.01(g), Section 5.01(h), Section 5.01(j),

Section 5.01(k), Section 5.01(u), or Section 5.01(z).

Section 3.11           Legal

Proceedings.

(a)            Except

as set forth on PSB Disclosure Schedule 3.11, there are no material civil, criminal, administrative or regulatory actions, suits,

demand letters, demands for indemnification, claims, hearings, notices of violation, arbitrations, investigations, orders to show cause,

market conduct examinations, notices of non-compliance or other proceedings of any nature pending or, to the Knowledge of PSB, threatened

against PSB or any of its Subsidiaries or any of their current or former directors or executive officers in their capacities as such,

or to which PSB or any of its Subsidiaries or any of their current or former director or executive officer is a party, including without

limitation, any such actions, suits, demand letters, demands for indemnification, claims, hearings, notices of violation, arbitrations,

investigations, orders to show cause, market conduct examinations, notices of non-compliance or other proceedings of any nature that

would challenge the validity or propriety of the transactions contemplated by this Agreement.

(b)            Subject

to Section 9.11, there is no material injunction, order, judgment or decree or regulatory restriction imposed upon PSB or

any of its Subsidiaries, or the assets of PSB or any of its Subsidiaries (or that, upon consummation of the Merger or the Bank Merger

would apply to the Surviving Entity or any of its Subsidiaries or affiliates), and neither PSB nor any of its Subsidiaries has been advised

of the threat of any such action, other than any such injunction, order, judgement or decree that is generally applicable to all Persons

in businesses similar to that of PSB or any of PSB’s Subsidiaries.

Section 3.12           Compliance

with Laws.

(a)            PSB

and each of its Subsidiaries is, and has been since January 1, 2023, in compliance in all material respects with all applicable

federal, state, local and foreign Laws, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses,

including, without limitation, Laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit

Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Community Reinvestment Act, the Fair Credit Reporting Act,

the Truth in Lending Act, the Dodd-Frank Act, Sections 23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act or the regulations

implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory

lending, financing, leasing or business practices and all agency requirements relating to the origination, sale and servicing of mortgage

loans. Neither PSB nor any of its Subsidiaries has been advised of any supervisory concerns regarding their compliance with the Bank

Secrecy Act or related state or federal anti-money laundering laws, regulations and guidelines, including without limitation those provisions

of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and Suspicious Activity Reports,

(ii) the maintenance of records and (iii) the exercise of due diligence in identifying customers. Since January 1, 2023,

and subject to Section 9.11, neither PSB nor any of its Subsidiaries has been advised by any Governmental Authority of any

material deficiencies or concerns in respect of its compliance with applicable Laws.

(b)            PSB

and each of its Subsidiaries have all material permits, licenses, authorizations, orders and approvals of, and each has made all filings,

applications and registrations with, all Governmental Authorities that are required to permit it to own or lease its properties and to

conduct its business as presently conducted. All such permits, licenses, certificates of authority, orders and approvals are in full

force and effect and, to PSB’s Knowledge, no suspension or cancellation of any of them is threatened.

PSB nor any of its Subsidiaries has received, since January 1, 2023, written or, to PSB’s Knowledge, oral notification from

any Governmental Authority (i) asserting that it is materially in non-compliance with any of the Laws which such Governmental Authority

enforces or (ii) threatening to revoke any license, franchise, permit or governmental authorization.

Section 3.13           PSB

Material Contracts; Defaults.

(a)            PSB

Disclosure Schedule 3.13(a) lists all agreements, contracts, arrangements, commitments or understandings (whether written or

oral) (i) which would entitle any present or former director, officer, employee, consultant or agent of PSB or any of its Subsidiaries

to indemnification from PSB or any of its Subsidiaries; (ii) which grants any right of first refusal, right of first offer or similar

right with respect to any assets or properties of PSB or its respective Subsidiaries; (iii) related to the borrowing by PSB or any

of its Subsidiaries of money other than those entered into in the Ordinary Course of Business or any guaranty of any obligation for the

borrowing of money, excluding endorsements made for collection, repurchase or resell agreements, letters of credit and guaranties made

in the Ordinary Course of Business; (iv) which provides for payments to be made by PSB or any of its Subsidiaries upon a change

in control thereof; (v) relating to the lease of personal property having a value in excess of $25,000 individually or $50,000 in

the aggregate; (vi) relating to any joint venture, partnership, limited liability company agreement or other similar agreement or

arrangement; (vii) which relates to capital expenditures and involves future payments in excess of $50,000 individually or $125,000

in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside

the Ordinary Course of Business; (ix) which is not terminable on sixty (60) days or less notice or involves the payment of more

than $75,000 per annum; (x) 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 PSB or any of its Affiliates or upon consummation of the Merger will restrict the ability

of the Surviving Entity or any of its Affiliates to engage in any line of business (including, for the avoidance of doubt, any exclusivity

provision granted in favor of any third party) or which grants any right of first refusal, right of first offer or similar right or that

limits or purports to limit the ability of PSB or any of its Subsidiaries (or, following consummation of the transactions contemplated

hereby, BFC or any of its Subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xi) pursuant

to which PSB or any of its Subsidiaries may become obligated to invest in or contribute capital to any entity; (xii) which provides

that the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the

transactions contemplated by this Agreement; (xiii) any debt securities or any swaps, hedging or derivatives arrangements (or the

guarantee of any of the foregoing by PSB or any of its Subsidiaries); (xiv) any employment, severance, consulting, or retention

agreement; (xv) any agreement with any Affiliate, officer, director, employee, or consultant of PSB or any of its Subsidiaries (other

than ordinary course loans or deposits); (xvi) subject to Section 9.11, any settlement agreement, consent agreement

or similar agreement with any Governmental Authority that imposes continuing material obligations on PSB or any of its Subsidiaries;

or (xvii) any agreement that provides rights to investors, including registration, preemptive, anti-dilution or board designation

rights (each such contract, arrangement, commitment or understanding, a “PSB Material Contract”). PSB has previously

made available to BFC true, complete and correct copies of each such PSB Material Contract, including any and all amendments and modifications

thereto. All indebtedness for borrowed money of PSB or any of its Subsidiaries is prepayable without penalty or premium, except as set

forth in PSB Disclosure Schedule 3.13(a). PSB is not aware of any formal agreements in effect with respect to any former employees

related to their termination, and except as disclosed on PSB Disclosure Schedule 3.13(a), PSB has previously delivered or made

available to BFC copies of all agreements related to post-retirement benefits.

(b)            (i) Each

PSB Material Contract is valid and binding on PSB and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable,

and is in full force and effect and enforceable in accordance with its terms (assuming the due execution by each other party thereto,

provided that PSB hereby represents and warrants that, to its Knowledge, each PSB Material Contract is duly executed by all such parties),

subject to the Enforceability Exception and except where the failure to be valid, binding and enforceable and in full force and effect,

individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect with respect to PSB; (ii) PSB, each

of its Subsidiaries and, to the Knowledge of PSB, each of the other parties thereto has in all material respects performed all obligations

required to be performed by such party to date under each PSB Material Contract; and (iii) neither PSB nor any of its Subsidiaries

is in default under any PSB Material Contract or other “material contract” (as such term is defined in Item 601(b)(10) of

Regulation S-K of the SEC), to which it is a party, and there has not occurred any event that, with the lapse of time or the giving of

notice or both, would constitute such a material default. No power of attorney or similar authorization given directly or indirectly

by PSB or any of its Subsidiaries is currently outstanding. To the Knowledge of PSB, no counterparty to any PSB Material Contract has

exercised, or delivered written notice of intent to exercise, any force majeure or similar provision to excuse or delay performance thereunder.

Disclosure Schedule 3.13(c) sets forth a true and complete list of all PSB Material Contracts pursuant to which consents, waivers

or notices are or may be required to be given thereunder, in each case, prior to the performance by PSB of this Agreement and the consummation

of the Merger, the Bank Merger and the other transactions contemplated hereby and thereby.

Section 3.14           Agreements

with Regulatory Agencies.

Subject to Section 9.11,

neither PSB nor any of its Subsidiaries is subject to any cease-and-desist or other similar order 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 a recipient of any extraordinary supervisory letter from, or is subject to any order or directive by, or has adopted any board resolutions

at the request of any Governmental Authority (each a “PSB Regulatory Agreement”) that restricts, or by its

terms will in the future restrict, the conduct of PSB’s or any of its Subsidiaries’ business or that in any manner relates

to their capital adequacy, credit or risk management policies, dividend policies, management, business or operations, nor has PSB or

any of its Subsidiaries been advised by any Governmental Authority that it is considering issuing, initiating, ordering, requesting,

recommending, or otherwise proceeding with (or is considering the appropriateness of any of the aforementioned actions) any PSB Regulatory

Agreement. To PSB’s Knowledge, there are no investigations relating to any regulatory matters pending before any Governmental Authority

with respect to PSB or any of its Subsidiaries.

Section 3.15           Brokers;

Fairness Opinion.

Neither PSB nor any of its

officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any

broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except

that PSB has engaged, and will pay a fee or commission to Raymond James & Associates, Inc. (“Raymond James”)

in accordance with the terms of that certain engagement agreement between PSB and Raymond James, complete and correct copies of which

has been previously delivered by PSB to BFC. PSB has received the opinion of Raymond James in writing, and has delivered a copy of such

opinion to BFC, to the effect that, as of the date of such opinion and based upon and subject to the qualifications and assumptions set

forth therein, the Merger Consideration is fair from a financial point of view, to the Holders of shares of PSB Common Stock, and, as

of the date of this Agreement, such opinion has not been withdrawn, revoked or modified.

Section 3.16           Employee

Benefit Plans.

(a)            PSB

Disclosure Schedule 3.16(a) sets forth a true and complete list of each PSB Benefit Plan. For purposes of this Agreement, “PSB

Benefit Plans” means all benefit and compensation plans, contracts, policies or arrangements (i) covering current

or former employees or independent contractors of PSB, any of its Subsidiaries or any of PSB’s related organizations described

in Sections 414(b), (c) or (m) of the Code, or any entity which is considered one employer with PSB, any of its Subsidiaries

or Controlled Group Members under Section 4001 of ERISA or Section 414 of the Code (“ERISA Affiliates”)

(such current employees collectively, the “PSB Employees”), (ii) covering current or former directors

of PSB, any of its Subsidiaries, or ERISA Affiliates, or (iii) with respect to which PSB or any of its Subsidiaries has or may have

any liability or contingent liability (including liability arising from ERISA Affiliates) including, but not limited to, “employee

benefit plans” within the meaning of Section 3(3) of ERISA, health/welfare, employment, severance, change-of-control,

fringe benefit, deferred compensation, defined benefit plan, defined contribution plan, stock option, stock purchase, stock appreciation

rights, stock based, incentive, bonus plans, retirement plans and other policies, plans or arrangements whether or not subject to ERISA.

(b)            With

respect to each material PSB Benefit Plan, PSB has provided to BFC the current, true and complete copies of the following documents,

as applicable: (i) the most recent plan document, (ii) all current trust instruments and insurance contracts or other funding

arrangements forming a part of any PSB Benefit Plans and all amendments thereto, (iii) the most recent summary plan descriptions

and summary of material modifications, (iv) IRS Form 5500 for the three (3) most recently completed plan years, (v) the

most recent IRS determination, opinion, notification and advisory letters, with respect thereto, (vi) all non-routine correspondence

from any regulatory agency received in the preceding three (3) years related to any alleged noncompliance of any PSB Benefit Plan,

(vii) all internal documentation that was used to effectuate the self-correction of any PSB Benefit Plan, and (viii) for the

three (3) most recently completed plan years, any plan financial statements and accompanying accounting reports, and employee and

participant annual QDIA notice, safe harbor notice, or fee disclosures notices under 29 CFR 2550.404a-5, and nondiscrimination testing

data and results under Sections 105(h), 125, 129, 401(k), and 401(m) of the Code.

PSB Benefit Plans are in compliance in all material respects in form and operation with all applicable Laws, including ERISA and the

Code. Each PSB Benefit Plan which is intended to be qualified under Section 401(a) of the Code (“PSB 401(a) Plan”)

has received (or is entitled to rely on) a favorable opinion, determination or advisory letter from the IRS, and to PSB’s Knowledge

there is not any circumstance that has not been corrected (or is in the process of correction where completion of such process will not

require further material expense) in accordance with an available governmental program, which could reasonably be expected to result

in revocation of any such favorable determination, opinion or advisory letter or the loss of the qualification of such PSB 401(a) Plan

under Section 401(a) of the Code, and (other than as described in this sentence) nothing has occurred that would be expected

to result in the PSB 401(a) Plan ceasing to be qualified under Section 401(a) of the Code. All PSB Benefit Plans have

been administered in all material respects in accordance with their terms except as has been corrected (or is in the process of correction,

where completion of such process will not require further material expense) in accordance with an available governmental program. There

is no pending or, to PSB’s Knowledge, threatened litigation or regulatory action relating to the PSB Benefit Plans. To PSB’s

Knowledge, neither PSB nor any of its Subsidiaries has engaged in a transaction with respect to any PSB Benefit Plan that could subject

PSB or any of its Subsidiaries to a tax or penalty under any Law including, but not limited to, Section 4975 of the Code or Section 502(i) of

ERISA. No PSB 401(a) Plan has been submitted under or been the subject of a filing under an IRS voluntary compliance program submission

that is still outstanding or (in the case of any filing under such IRS program) that has not been fully corrected in accordance with

a compliance statement issued by the IRS with respect to any applicable failures. There are no audits, inquiries or proceedings pending

or, to PSB’s Knowledge, threatened by the IRS or the Department of Labor with respect to any PSB Benefit Plan. There are no current,

pending, or, to PSB’s Knowledge, threatened investigations by the IRS or the Department of Labor with respect to any PSB Benefit

Plan.

(d)            Neither

PSB nor any ERISA Affiliate has ever maintained a plan subject to Title IV of ERISA or Section 412 of the Code. None of PSB or any

ERISA Affiliate has contributed to (or been obligated to contribute to) a “multiemployer plan” within the meaning of Section 3(37)

of ERISA or a “multiple employer plan” within the meaning of ERISA Sections 4063 or 4064 or Section 413(c) of the

Code at any time. Neither PSB nor any of its Subsidiaries or ERISA Affiliates have incurred, and there are no circumstances under which

they could reasonably be expected to incur, liability under Title IV of ERISA (regardless of whether based on contributions of an ERISA

Affiliate). Neither PSB nor any of its Subsidiaries has ever sponsored, maintained or participated in a multiple employer welfare arrangement

as defined in ERISA Section 3(40) or a multiple employer plan, meaning a plan sponsored by two or more unrelated employers as described

in Section 413(c) of the Code. No notice of a “reportable event” within the meaning of Section 4043 of ERISA

has been required to be filed for any PSB Benefit Plan or by any ERISA Affiliate or will be required to be filed, in either case, in

connection with the transactions contemplated by this Agreement.

(e)            All

contributions required to be made by PSB with respect to all PSB Benefit Plans (i) that are due by the date hereof have been timely

made and (ii) that are due by the Closing Date will have been timely made.

(f)             Except

as set forth in PSB Disclosure Schedule 3.16(f), no PSB Benefit Plan provides life insurance, medical, surgical, hospitalization

or other employee welfare benefits to any PSB Employee, or any of their affiliates, upon or following his or her retirement or termination

of employment for any reason, except as may be required by Section 601 of ERISA or any similar state Law.

(g)            All

PSB Benefit Plans that are group health plans have been operated in all material respects in compliance with the group health plan continuation

requirements of 4980B of the Code and all other applicable sections of ERISA and the Code, and no material liabilities arising under

Section 4980H of the Code have occurred.

(h)            PSB

may amend or terminate any PSB Benefit Plan at any time without incurring any liability thereunder for future benefits coverage at any

time after such termination.

(i)             Except

as otherwise provided for in this Agreement or as set forth in PSB Disclosure Schedule 3.16(i), neither the execution of this

Agreement, shareholder approval of this Agreement or consummation of any of the transactions contemplated by this Agreement (individually

or in conjunction with any other event) will (i) entitle any current or former PSB Employee to retention or other bonuses, parachute

payments, non-competition payments, or any other payment, (ii) entitle any current or former PSB Employee to severance pay or any

increase in severance pay upon any termination of employment, (iii) accelerate the time of payment or vesting (except as required

by Law) or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount

payable or trigger any other obligation pursuant to, any of the PSB Benefit Plans, (iv) result in any breach or violation of, or

a default under, any of the PSB Benefit Plans, (v) except as set forth in PSB Disclosure Schedule 3.16(i), result in any

payment of any amount that would, individually or in combination with any other such payment, be an “excess parachute payment”

to a “disqualified individual” as those terms are defined in Section 280G of the Code, or (vi) limit or restrict

the right of PSB or, after the consummation of the transactions contemplated hereby, BFC or any of its Subsidiaries, to merge, amend

or terminate any of the PSB Benefit Plans.

(j)             Each

PSB Benefit Plan that is a non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code,

and any underlying award, is (i) in compliance in all respects with Section 409A of the Code and (ii) no payment or award

that has been made to any participant under a PSB Benefit Plan is subject to the interest and penalties specified in Section 409A(a)(1)(B) of

the Code. Neither PSB nor any of its Subsidiaries (x) has any obligation to reimburse or indemnify any participant in a PSB Benefit

Plan for any of the interest or penalties specified in Section 409A(a)(1)(B) of the Code that may be currently due or triggered

in the future, or (y) has been required to report to any Governmental Authority any correction or taxes due as a result of a failure

to comply with Section 409A of the Code. No PSB Benefit Plan provides for the gross-up or reimbursement of any Taxes imposed by

Section 4999 of the Code or otherwise, and neither PSB nor any of its Subsidiaries has any obligation to reimburse or indemnify

any party for such Taxes.

(k)            PSB

Disclosure Schedule 3.16(k) contains a schedule showing the monetary amounts payable or potentially payable, whether individually

or in the aggregate (including good faith estimates of all amounts not subject to precise quantification as of the date of this Agreement)

under any employment, change-in-control, severance or similar contract, plan or arrangement with or which covers any present or former

director, officer, employee or consultant of PSB or any of its Subsidiaries who may be entitled to any such amount and identifying the

types and estimated amounts of the in-kind benefits due under any PSB Benefit Plans (other than a plan qualified under Section 401(a) of

the Code) for each such Person, specifying the assumptions in such schedule and providing estimates of other required contributions to

any trusts for any related fees or expenses.

(l)             PSB

has made available to BFC copies of any calculations with respect to Section 280G of the Code (whether or not final) with respect

to any disqualified individual, if applicable, in connection with the transactions contemplated by this Agreement.

(m)           PSB

and its Subsidiaries have correctly classified all individuals who directly or indirectly perform services for PSB or any of its Subsidiaries

as an independent contractor or as an employee for purposes of determining eligibility for each PSB Benefit Plan.

(n)            No

PSB Benefit Plan is subject to the Laws of any jurisdiction outside of the United States.

Section 3.17           Labor

Matters.

(a)            Neither

PSB nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, contract or other agreement or understanding

with a labor union or labor organization, nor is there any proceeding pending or, to PSB’s Knowledge threatened, asserting that

PSB or any of its Subsidiaries has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking

to compel PSB or any of its Subsidiaries to bargain with any labor organization as to wages or conditions of employment, nor is there

any strike or other labor dispute against PSB pending or, to PSB’s Knowledge, threatened, nor to PSB’s Knowledge is there

any activity involving PSB Employees seeking to certify a collective bargaining unit or engaging in other organizational activity. To

its Knowledge, PSB and its Subsidiaries have correctly classified all individuals who directly or indirectly perform services for PSB

or any of its Subsidiaries for purposes of federal and state unemployment compensation Laws, workers’ compensation Laws and the

rules and regulations of the U.S. Department of Labor. To PSB’s Knowledge, no officer of PSB or any of its Subsidiaries is

in material violation of any employment contract, confidentiality, non-competition agreement or any other restrictive covenant, and neither

PSB nor any of its Subsidiaries has received any written notice from any Governmental Authority responsible for the enforcement of labor

or employment Laws of an intent to conduct, nor is there pending or, to the Knowledge of PSB, threatened, any investigation relating

to the labor or employment practices of PSB or any of its Subsidiaries.

(b)            To

the Knowledge of PSB, PSB and its Subsidiaries are in compliance in all material respects with, and since December 31, 2023, have

complied in all material respects with, all Laws regarding employment and employment practices, terms and conditions of employment, wages

and hours, plant closing notification, classification of employees and independent contractors, equitable pay practices, privacy right,

labor disputes, employment discrimination, sexual harassment or discrimination, workers’ compensation or long-term disability policies,

retaliation, immigration, family and medical leave, occupational safety and health and other Laws in respect of any reduction in force

(including notice, information and consultation requirements).

PSB’s Knowledge, no written allegations of sexual harassment or sexual misconduct have been made in the past five (5) years

against any person who is a current member of the board of directors of PSB or a current officer of PSB or its Subsidiaries categorized

at or above Senior Vice President, (ii) in the past five (5) years neither PSB nor any of its Subsidiaries has entered into

any settlement agreement related to allegations of sexual harassment or sexual misconduct by any current officer at or above Senior Vice

President, and (iii) there are no proceedings currently pending or, to the Knowledge of PSB, threatened related to any allegations

of sexual harassment or sexual misconduct by any current member of the board of directors of PSB, any current officer or any Senior Vice

President.

(d)            Since

March 31, 2026, neither PSB nor any of PSB’s Subsidiaries has effectuated a “mass layoff” as defined in the WARN

Act affecting any site of employment or facility of the PSB or PSB Subsidiaries.

(e)            Except

as set forth on PSB Disclosure Schedule 3.17(e), neither PSB nor any of PSB’s Subsidiaries is a party to any PSB Material

Contract with respect to the employment of any officer, director, employee or consultant that is not terminable at will and without any

penalty or other severance or obligation.

(f)             PSB

Disclosure Schedule 3.17(f) sets forth a complete list of all employees of PSB and PSB Subsidiaries and their basic employment

data.

(g)            PSB

has previously delivered or made available to BFC copies of (i) all employment agreements, severance agreements or similar arrangements

to which PSB or a PSB Subsidiary is a party, and (ii) non-solicitation, non-competition, non-disclosure, or non-interference agreements

between PSB or a PSB Subsidiary and any current or former employee of PSB or a PSB Subsidiary.

(h)            Neither

PSB nor any of its Subsidiaries has incurred any workers’ compensation liability other than in the Ordinary Course of Business.

PSB and its Subsidiaries have paid or accrued all material assessments required under applicable workers’ compensation Laws, and

neither PSB nor any of its Subsidiaries has been subject to any unpaid material special or penalty assessment under such Laws.

Section 3.18           Environmental

Matters.

(a)            PSB and its Subsidiaries

have been and are in material compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with

all permits required under Environmental Laws for the operation of their respective businesses, (b) there is no action or investigation

by or before any Governmental Authority relating to or arising under any Environmental Laws that is pending or, to the Knowledge of PSB,

threatened against PSB or any of its Subsidiaries or any real property or facility presently owned, operated or leased by PSB or any

of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity), (c) neither PSB nor any of its Subsidiaries

has received any notice of or is subject to any liability, order, settlement, judgment, injunction or decree involving uncompleted, outstanding

or unresolved requirements relating to or arising under Environmental Laws, (d) to the Knowledge of PSB, there have been no releases

of Hazardous Substances at, on, under or affecting any of the real properties or facilities presently owned, operated or leased by PSB

or any of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity) in amount or condition that has resulted

in or would reasonably be expected to result in liability to PSB or any of its Subsidiaries relating to or arising under any Environmental

Laws, and (e) to the Knowledge of PSB, there are no underground storage tanks on, in or under any property currently owned, operated

or leased by PSB or any of its Subsidiaries. PSB and its Subsidiaries have developed, implemented and adhere to commercially reasonable

environmental risk-management procedures in connection with the origination and servicing of loans and the exercise of rights and remedies

with respect thereto, including upon borrower default, in order to minimize potential liability under Environmental Laws.

Section 3.19           Tax

Matters.

(a)            Each

of PSB and its Subsidiaries has duly and timely filed (taking into account all applicable extensions properly obtained) all income Tax

Returns and all other material Tax Returns that it was required to file under applicable Laws, other than Tax Returns that are not yet

due. All income and other such Tax Returns were correct and complete in all material respects and have been prepared in compliance with

all applicable Laws. All income and other material Taxes due and owing by PSB or any of its Subsidiaries (whether or not shown on any

Tax Return) have been fully and timely paid. Neither PSB nor any of its Subsidiaries is currently the beneficiary of any extension of

time within which to file any Tax Return. Except as set forth in PSB Disclosure Schedule 3.19, neither PSB nor any of its Subsidiaries

has ever received written notice of any claim by any Governmental Authority in a jurisdiction where PSB or such Subsidiary does not file

Tax Returns or pay Taxes that it is or may be subject to Tax Return filing requirements or subject to taxation in that jurisdiction.

There are no Liens for Taxes (other than Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings

and for which adequate reserves have been in established in accordance with GAAP) upon any of the assets of PSB or any of its Subsidiaries.

(b)            PSB

and each of its Subsidiaries have collected or withheld and paid over to the appropriate Taxing Authority all Taxes required to have

been collected or withheld and paid over by it, and has complied in all material respects with all information reporting and backup withholding

requirements under all applicable federal, state, local and foreign Laws in connection with amounts paid or owing to any Person, including

without limitation Taxes required to have been collected or withheld and paid in connection with amounts paid or owing to any employee

or independent contractor, creditor, shareholder or other third party.

foreign, federal, state or local Tax audits or administrative or judicial Tax proceedings with respect to Taxes of PSB or any of its

Subsidiaries are currently being conducted or pending or have been threatened in writing. Neither PSB nor any of its Subsidiaries has

received from any foreign, federal, state or local Taxing Authority (including jurisdictions where PSB or any of its Subsidiaries have

not filed Tax Returns) any written (i) notice indicating an intent to open an audit, action, suit, proceeding, claim, investigation,

examination, or other litigation regarding any Tax or other review with respect to Taxes or (ii) notice of deficiency or proposed

adjustment for any amount of Tax proposed, asserted or assessed by any Taxing Authority against PSB or any of its Subsidiaries which,

in either case (i) or (ii), has not been fully paid or settled. There are no agreements, waivers or other arrangements providing

for an extension of time with respect to the assessment of any Tax or deficiency against PSB or any of its Subsidiaries, and neither

PSB nor any of its Subsidiaries has waived or extended the applicable statute of limitations for the assessment or collection of any

Tax or agreed to a Tax assessment or deficiency. No private letter rulings, technical advice memorandums or similar rulings have been

entered into with, or received from, any Taxing Authority by PSB or any of its Subsidiaries.

(d)            PSB

has delivered or made available to BFC true and complete copies of (i) the foreign, federal, state and local Tax Returns filed with

respect to PSB and its Subsidiaries, and (ii) all examination reports and statements of deficiencies assessed against or agreed

to by PSB, in each case (i) and (ii) for taxable periods ended on or after December 31, 2023.

(e)            Neither

PSB nor any of its Subsidiaries has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of

the Code during the five-year period preceding the Closing Date. Neither PSB nor any of its Subsidiaries is a party to or is otherwise

bound by any Tax allocation or sharing agreement or similar agreement pursuant to which it has any obligation to any Person with respect

to Taxes (other than such an agreement (i) exclusively between or among PSB and its Subsidiaries, (ii) with customers, vendors,

lessors or similar third parties entered into in the Ordinary Course of Business and not primarily related to Taxes or (iii) that

will terminate as of the Closing Date without any further payments being required to be made). Neither PSB nor any of its Subsidiaries

(i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a group the common parent

of which was PSB) or (ii) has any liability for the Taxes of any Person (other than PSB and its Subsidiaries) under Regulations

Section 1.1502-6 (or any similar provision of foreign, state or local Law), as a transferee or successor, by contract, or otherwise.

(f)             Neither

PSB nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income

for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting

pursuant to Section 481 of the Code or any comparable provision under foreign, state or local Law for a taxable period ending on

or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding

or similar provision of foreign, state or local Law) executed on or prior to the Closing Date; (iii) intercompany transactions or

any excess loss account described in Regulations under Section 1502 of the Code (or any corresponding or similar provision of foreign,

state or local Law); (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or (v) prepaid

amount received on or prior to the Closing Date.

(g)            Since

January 1, 2023, neither PSB nor any of its Subsidiaries has distributed stock of another Person nor had its stock distributed by

another Person in a transaction that was intended to be nontaxable and governed in whole or in part by Section 355 or Section 361

of the Code.

(h)            Neither

PSB nor any of its Subsidiaries has been a party to any “reportable transaction,” as defined in Section 6707A(c)(1) of

the Code and Regulations Section 1.6011-4(b) in any tax year.

(i)             Neither

PSB nor any of its Subsidiaries (i) is a “controlled foreign corporation” as defined in Section 957 of the Code,

(ii) is a “passive foreign investment company” within the meaning of Section 1297 of the Code, or (iii) has

a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a

country other than the country in which it is organized.

(j)             Neither

PSB nor any of its Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance, that would be reasonably

likely to prevent the Merger or the Bank Merger from qualifying for U.S. federal income tax purposes as a “reorganization”

within the meaning of Section 368(a) of the Code.

(k)            PSB

and each of its Subsidiaries is in material compliance with all federal, state and foreign Laws applicable to abandoned or unclaimed

property or escheat and has timely paid, remitted or delivered to each jurisdiction all material unclaimed or abandoned property required

by any applicable Laws to be paid, remitted or delivered to that jurisdiction.

(l)             Neither

PSB nor any of its Subsidiaries have (i) applied for or received loans or payments under the CARES Act (or any comparable analogous

or similar provision of state, local or foreign Law or conforming U.S. Law), including pursuant to the Paycheck Protection Program or

the Economic Injury Disaster Loan Program (other than fees received from the SBA in connection with originating loans under the Paycheck

Protection Program), (ii) claimed any “employee retention tax credits,” as established by Section 2301 of the CARES

Act, to either offset Tax deposits or receive an advance Tax refund, or otherwise claimed any tax credits under the CARES Act or the

FFCRA including for providing any paid sick leave under the FFCRA, or (iii) any Deferred Payroll Taxes.

Section 3.20           Investment

Securities; Borrowings; Deposits.

(a)            PSB

Disclosure Schedule 3.20 sets forth as of March 31, 2026, the PSB Investment Securities, as well as any purchases or sales of

PSB Investment Securities between December 31, 2025 to and including March 31, 2026, reflecting with respect to all such securities,

whenever purchased or sold, descriptions thereof, CUSIP numbers, designations as securities “available for sale” or securities

“held to maturity” (as those terms are used in ASC 320), book values, fair values and coupon rates, and any gain or loss

with respect to any PSB Investment Securities sold during such time period between December 31, 2025 and March 31, 2026. PSB

and its Subsidiaries has good title in all material respects to all securities and commodities owned by it (except those sold under repurchase

agreements) which are material to PSB’s business on a consolidated basis, 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 PSB or its Subsidiaries. Such securities

and commodities are valued on the books of PSB in accordance with GAAP in all material respects. Except as set forth in PSB Disclosure

Schedule 3.20, neither PSB nor any of its Subsidiaries owns any of the outstanding equity of any savings bank, savings and loan association,

savings and loan holding company, credit union, bank or bank holding company, insurance company, mortgage or loan broker or any other

financial institution other than Peoples State Bank. Except for investments in Bankers’ Bank stock, FHLB stock and FRB stock and

pledges to secure FHLB or FRB borrowings, trust preferred securities, investment securities securing municipal deposits, and reverse

repurchase agreements entered into in arm’s-length transactions pursuant to normal commercial terms and conditions and entered

into in the Ordinary Course of Business and restrictions that exist for securities to be classified as “held to maturity,”

none of the investment securities held by PSB or any of its Subsidiaries is subject to any restriction (contractual or statutory) that

would materially impair the ability of the entity holding such investment to freely dispose of such investment at any time.

(b)            PSB

has made available to BFC a true and complete list, as of March 31, 2026, of the borrowed funds (excluding deposit accounts) of

PSB and its Subsidiaries.

has made available to BFC a true and complete list, as of March 31, 2026, of the deposits of PSB or any of its Subsidiaries that

are “brokered” or “listing service” deposits.

(d)            To

the Knowledge of PSB, PSB and its Subsidiaries employ, to the extent applicable, investment, securities, risk management and other policies,

practices and procedures that PSB believes are prudent and reasonable in the context of their respective businesses, and PSB and its

Subsidiaries have, since January 1, 2024, been in compliance with such policies, practices and procedures in all material respects.

Section 3.21           Derivative

Transactions.

(a)            All

Derivative Transactions entered into by PSB or any of its Subsidiaries or for the account of any of its customers were entered into in

accordance in all material respects with applicable Laws and regulatory policies of any Governmental Authority, and in accordance in

all material respects with the investment, securities, commodities, risk management and other policies, practices and procedures employed

by PSB or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able

to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. PSB and each

of its Subsidiaries have duly performed, in all material respects, all of their obligations under the Derivative Transactions to the

extent that such obligations to perform have accrued, and there are no material breaches, violations or defaults or allegations or assertions

of such by any party thereunder.

(b)            Each

Derivative Transaction is listed in PSB Disclosure Schedule 3.21(b), and the financial position of PSB or its Subsidiaries under

or with respect to each has been reflected in the books and records of PSB or its Subsidiaries in accordance with GAAP, and no material

open exposure of PSB or its Subsidiaries with respect to any such instrument (or with respect to multiple instruments with respect to

any single counterparty) exists, except as set forth in PSB Disclosure Schedule 3.21(b).

Derivative Transaction, were it to be a Loan held by PSB or any of its Subsidiaries, would be classified as “Special Mention,”

“Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit

Risk Assets,” “Concerned Loans,” “Watch List,” as such terms are defined by the FDIC’s uniform loan

classification standards, or words of similar import.

Section 3.22           Regulatory

Capitalization.

PSB and Peoples State Bank

are “well-capitalized,” as such term is defined in the applicable state and federal rules and regulations.

Section 3.23           Loans;

Nonperforming and Classified Assets.

(a)            PSB

Disclosure Schedule 3.23(a) sets forth all (i) loans, loan agreements, notes or borrowing arrangements and other extensions

of credit (including, without limitation, leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively,

“Loans”) in which PSB or any of its Subsidiaries is a creditor which, as of March 31, 2026, was over thirty

(30) days or more delinquent in payment of principal or interest or in default of any other material provision, and (ii) Loans with

any director, executive officer or 5% or greater shareholder of PSB or any of its Subsidiaries, or to the Knowledge of PSB, any affiliate

of any of the foregoing. Set forth in PSB Disclosure Schedule 3.23(a) is a true, correct and complete list of (A) all

of the Loans of PSB and its Subsidiaries that, as of March 31, 2026, were classified as “Special Mention,” “Substandard,”

“Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned

Loans,” “Watch List” or words of similar import by Peoples State Bank, PSB or any bank examiner, 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 Loan classified

by Peoples State Bank as a “Troubled Debt Restructuring” as defined by GAAP.

(b)            PSB

Disclosure Schedule 3.23(b) identifies each asset of PSB or any of its Subsidiaries that as of March 31, 2026 was classified

as other real estate owned (“OREO”) and the book value thereof as of March 31, 2026 as well as any assets

classified as OREO between December 31, 2025 and March 31, 2026 and any sales of OREO between December 31, 2025 and March 31,

2026, reflecting any gain or loss with respect to any OREO sold.

Loan held in PSB’s or any of its Subsidiaries’ loan portfolio (each a “PSB Loan”) (i) is evidenced

by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured,

is and has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of PSB and the

obligor named therein, and, assuming due authorization, execution and delivery thereof by such obligor or obligors, enforceable in accordance

with its terms, subject to the Enforceability Exceptions.

(d)            All

currently outstanding PSB Loans were solicited, originated and currently exist in material compliance with all applicable requirements

of Law and the notes or other credit or security documents with respect to each such outstanding PSB Loan are complete and correct in

all material respects. Except as set forth in PSB Disclosure Schedule 3.23(d), there are no oral modifications or amendments,

or additional agreements related to the PSB Loans that are not reflected in the written records of PSB or its Subsidiary, as applicable.

All such PSB Loans are owned by PSB or its Subsidiary free and clear of any Liens other than a blanket lien on qualifying loans provided

to the Federal Home Loan Bank of Chicago. No claims of defense as to the enforcement of any PSB Loan have been asserted in writing against

PSB or any of its Subsidiaries for which there is a reasonable possibility of a material adverse determination, and PSB has no Knowledge

of any acts or omissions which would give rise to any claim or right of rescission, set-off, counterclaim or defense for which there

is a reasonable possibility of a material adverse determination to its Subsidiaries. Other than participation loans purchased by PSB

from third parties that are described on PSB Disclosure Schedule 3.23(d), no PSB Loans are presently serviced by third parties

and there is no obligation which could result in any PSB Loan becoming subject to any third-party servicing.

(e)            Neither

PSB nor any of its Subsidiaries is a party to any agreement or arrangement with (or otherwise obligated to) any Person which obligates

PSB or any of its Subsidiaries to repurchase from any such Person any Loan or other asset of PSB or any of its Subsidiaries, unless there

is a material breach of a representation or covenant by PSB or any of its Subsidiaries, and none of the agreements pursuant to which

PSB or any of its Subsidiaries has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation

to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan.

(f)             Neither

PSB nor any of its Subsidiaries is now nor has it ever been since January 1, 2023, 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

Authority relating to the origination, sale or servicing of mortgage or consumer Loans.

(g)            There

are no outstanding Loans made by PSB or Peoples State Bank to any directors, executive officers or principal shareholders (as such terms

are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of PSB or Peoples State Bank, other than Loans that

are subject to and that were made and continue to be in compliance with Regulation O in all material respects or that are exempt therefrom.

Section 3.24           Allowance

for Loan and Lease Losses.

PSB’s allowance for

loan and lease losses as reflected in the latest balance sheet included in the Financial Statements was, and the allowance for loan and

lease losses shown on any financial information delivered in accordance with Section 5.08 will be, as the case may be, in

the opinion of management, as of the date thereof, in compliance in all material respects with PSB’s existing methodology for determining

the adequacy of its allowance for loan and lease losses as well as the standards established by applicable Governmental Authority, the

Financial Accounting Standards Board and GAAP, and is, in the reasonable judgement of management, adequate under all such standards.

As of December 31, 2025, any impairment on loans, investments, derivatives and any other financial instrument in the Financial Statements

was accounted for under GAAP.

Section 3.25           Trust

Business; Administration of Fiduciary Accounts.

Neither PSB nor any of its

Subsidiaries has offered or engaged in providing any individual or corporate trust services or administers any accounts for which it

acts as a fiduciary, including, but not limited to, any accounts in which it serves as a trustee, agent, custodian, personal representative,

guardian, conservator or investment advisor.

Section 3.26           Investment

Management and Related Activities.

Except as set forth in PSB

Disclosure Schedule 3.26, none of PSB, any PSB Subsidiary or any of their respective directors, officers or employees is required

to be registered, licensed or authorized under the Laws of any Governmental Authority as an investment adviser, a broker or dealer, an

insurance agency, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered

representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales

person or in any similar capacity with a Governmental Authority.

Section 3.27           Repurchase

Agreements.

With respect to all agreements

pursuant to which PSB or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, PSB or any of its

Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral

securing the repurchase agreement, and the value of such collateral equals or exceeds the amount of the debt secured thereby.

Section 3.28           Deposit

Insurance; FHLB.

Peoples State Bank is an

“insured depository institution” as defined in the FDIA, the deposits of Peoples State Bank are insured by the FDIC in accordance

with the FDIA to the fullest extent permitted by Law, and Peoples State Bank has paid all premiums and assessments and filed all reports

required by the FDIA. No proceedings for the revocation or termination of such deposit insurance are pending or, to PSB’s Knowledge,

threatened. Peoples State Bank is a member in good standing of the Federal Home Loan Bank of Chicago.

Section 3.29           Community

Reinvestment Act, Anti-Money Laundering and Customer Information Security.

Neither PSB nor any of its

Subsidiaries is a party to any agreement with any individual or group regarding Community Reinvestment Act matters and neither PSB nor

any of its Subsidiaries has Knowledge that any facts or circumstances exist which would cause PSB or any of its Subsidiaries: (i) to

be deemed not to be in satisfactory compliance with the Community Reinvestment Act, and the regulations promulgated thereunder, or to

be assigned a rating for Community Reinvestment Act purposes by federal or state bank regulators of lower than “satisfactory”;

or (ii) to be deemed to be operating in violation of the Bank Secrecy Act and its implementing regulations (31 C.F.R. Part 103),

the USA PATRIOT Act, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of

Foreign Assets Control, or any other applicable anti-money laundering statute, rule or regulation; or (iii) to be deemed not

to be in satisfactory compliance with the applicable privacy of customer information requirements contained in any federal and state

privacy Laws and regulations, including, without limitation, in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated

thereunder. Furthermore, the boards of directors of PSB and its Subsidiaries have implemented anti-money laundering programs that contain

adequate and appropriate customer identification verification procedures that have not been deemed ineffective by any Governmental Authority

and that meet the requirements of Sections 352 and 326 of the USA PATRIOT Act. Peoples State Bank has implemented a program with respect

to the beneficial ownership requirements set forth in the final rule on Customer Due Diligence Requirements for Financial Institutions

found in 81 Federal Register 29397 (July 11, 2016) and 31 C.F.R. § 1010 et seq.

Section 3.30           Transactions

with Affiliates.

Except as set forth in PSB

Disclosure Schedule 3.30, there are no outstanding amounts payable to or receivable from, or advances by PSB or any of its Subsidiaries

to, and neither PSB nor any of its Subsidiaries is otherwise a creditor or debtor to (a) any director, executive officer, immediate

family member of any such director or executive officer, 5% or greater shareholder of PSB or any of its Subsidiaries or to any of their

respective Affiliates or Associates, other than as part of the normal and customary terms of such person’s employment or service

as a director with PSB or any of its Subsidiaries and other than deposits held by Peoples State Bank in the Ordinary Course of Business,

or (b) any other Affiliate of PSB or any of its Subsidiaries. Except as set forth in PSB Disclosure Schedule 3.30, neither

PSB nor any of its Subsidiaries is a party to any transaction or agreement with any of its respective directors, executive officers,

immediate family member of any such director or executive officers or other Affiliates. All agreements between Peoples State Bank and

any of its Affiliates (or any company treated as an affiliate for purposes of such Law) comply, and have complied, to the extent applicable,

with Sections 23A and 23B of the Federal Reserve Act and Regulation W of the FRB.

Section 3.31           Tangible

Properties and Assets.

(a)            PSB

Disclosure Schedule 3.31(a) sets forth a true, correct and complete list of all real property owned by PSB and each of its Subsidiaries.

Except as set forth in PSB Disclosure Schedule 3.31(a), PSB or its Subsidiaries has good and marketable title to, valid leasehold

interests in or otherwise legally enforceable rights to use all of the real property, personal property and other assets (tangible or

intangible), used, occupied and operated or held for use by it in connection with its business as presently conducted in each case, free

and clear of any Lien, except for (i) statutory Liens for amounts not yet delinquent, and (ii) easements, rights of way, and

other similar Liens 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. There is no pending or, to PSB’s Knowledge, threatened legal,

administrative, arbitral or other proceeding, claim, action or governmental or regulatory investigation of any nature with respect to

the real property that PSB or any of its Subsidiaries owns, uses or occupies or has the right to use or occupy, now or in the future,

including without limitation a pending or threatened taking of any of such real property by eminent domain. True and complete copies

of all deeds or other documentation evidencing ownership of the real properties set forth in PSB Disclosure Schedule 3.31(a) and

complete copies of the title insurance policies and surveys for each property in PSB's possession, together with any mortgages, deeds

of trust and security agreements to which such property is subject have been furnished or made available to BFC. There are no material

pending or, to the Knowledge of PSB, threatened, condemnation proceedings against any real property owned or leased by PSB or its Subsidiaries.

(b)            PSB

Disclosure Schedule 3.31(b) sets forth a true, correct and complete schedule of all leases, subleases, licenses and other agreements

under which PSB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the

“Leases”). Each of the Leases is valid, binding and in full force and effect and neither PSB nor any of its

Subsidiaries has received a written notice of, and otherwise has no Knowledge of any, default or termination with respect to any Lease.

To the Knowledge of PSB, there has not occurred any event and no condition exists that would constitute a termination event or a breach

by PSB or any of its Subsidiaries of, or default by PSB or any of its Subsidiaries in, the performance of any covenant, agreement or

condition contained in any Lease. To PSB’s Knowledge, no lessor under a Lease is in material breach or default in the performance

of any material covenant, agreement or condition contained in such Lease. PSB and each of its Subsidiaries has paid all rents and other

charges to the extent due under the Leases. True and complete copies of all Leases for, or other documentation evidencing ownership of

or a leasehold interest in, the properties listed in PSB Disclosure Schedule 3.31(b), have been furnished or made available to

BFC.

buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing

walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building

systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution

systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations,

included in the owned real property or the subject of the Leases are in good condition and repair (normal wear and tear excepted) and

sufficient for the operation of the business of PSB and its Subsidiaries.

Section 3.32           Intellectual

Property.

PSB Disclosure Schedule

3.32 sets forth a true, complete and correct list of all PSB Intellectual Property. PSB or its Subsidiaries owns or has a valid license

to use all PSB Intellectual Property, free and clear of all Liens, royalty or other payment obligations (except for royalties or payments

with respect to off-the-shelf Software at standard commercial rates). The PSB Intellectual Property constitutes all of the Intellectual

Property necessary to carry on the business of PSB and its Subsidiaries as currently conducted. The PSB Intellectual Property is valid

and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither PSB nor any of its Subsidiaries has received

notice challenging the validity or enforceability of PSB Intellectual Property. None of PSB or any of its Subsidiaries is, nor will any

of them be as a result of the execution and delivery of this Agreement or the performance by PSB of its obligations hereunder, in violation

of any licenses, sublicenses and other agreements as to which PSB or any of its Subsidiaries is a party and pursuant to which PSB or

any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets or computer

software, and neither PSB nor any of its Subsidiaries has received notice challenging PSB’s or any of its Subsidiaries’ license

or legally enforceable right to use any such third-party intellectual property rights. The consummation of the transactions contemplated

hereby will not result in the material loss or impairment of the right of PSB or any of its Subsidiaries to own or use any PSB Intellectual

Property. Since January 1, 2023, neither PSB nor any of its Subsidiaries has been a party to any litigation or received any written

notice alleging infringement or misappropriation of any third-party Intellectual Property, nor has PSB or any of its Subsidiaries initiated

any litigation to enforce its Intellectual Property rights.

Section 3.33           Insurance.

(a)             PSB

Disclosure Schedule 3.33(a) identifies all of the insurance policies, binders or bonds currently maintained by PSB and its Subsidiaries

(the “Insurance Policies”), including the insurer, policy numbers, amount of coverage, effective and termination

dates and any pending claims thereunder involving more than $10,000. PSB and each of its Subsidiaries is insured with reputable insurers

against such risks and in such amounts as the management of PSB reasonably has determined to be prudent in accordance with industry practices.

PSB and its Subsidiaries maintain directors’ and officers’ liability insurance and fiduciary liability insurance with coverage

limits and terms consistent with industry practice. All of the Insurance Policies are in full force and effect, neither PSB nor any Subsidiary

has received notice of cancellation of any of the Insurance Policies or is otherwise aware that any insurer under any of the Insurance

Policies has expressed an intent to cancel any such Insurance Policies, and neither PSB nor any of its Subsidiaries is in default thereunder,

and all claims thereunder have been filed in due and timely fashion in all material respects. All premiums due and payable under the

Insurance Policies have been timely paid, and there has been no lapse in coverage under any Insurance Policy.

(b)            PSB

Disclosure Schedule 3.33(b) sets forth a true, correct and complete description of all bank owned life insurance (“BOLI”)

owned by PSB or its Subsidiaries, including the value of its BOLI as of the end of the month prior to the date hereof. The value of such

BOLI is and has been fairly and accurately reflected in the most recent balance sheet included in the Financial Statements in accordance

with GAAP. All BOLI is owned solely by Peoples State 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 PSB’s BOLI. Neither PSB nor any of PSB’s

Subsidiaries has any outstanding borrowings secured in whole or part by its BOLI.

Section 3.34           Antitakeover

Provisions.

No Takeover Statutes are

applicable to this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby.

Section 3.35           PSB

Information.

The information relating

to PSB and its Subsidiaries that is provided by or on behalf of PSB for inclusion in the Proxy Statement-Prospectus and the Registration

Statement will comply as to form in all material respects with the requirements of Form S-4, and will not (with respect to the Proxy

Statement-Prospectus, as of the date the Proxy Statement-Prospectus is first mailed to PSB’s shareholders and as of the date of

the PSB Meeting, and with respect to the Registration Statement, as of the time the Registration Statement or any amendment or supplement

thereto is declared effective under the Securities Act) contain any untrue statement of a material fact or omit to state a material fact

necessary to make the statements therein, in light of the circumstances in which they are made, not misleading; provided, however,

that any information contained in any subsequent filing made by PSB as of a later date shall be deemed to modify information as of an

earlier date. The portions of the Proxy Statement-Prospectus relating to PSB and PSB’s Subsidiaries and other portions thereof

within the reasonable control of PSB and its Subsidiaries will comply as to form in all material respects with the provisions of the

Exchange Act, and the rules and regulations thereunder.

Section 3.36           Transaction

Costs.

PSB Disclosure Schedule

3.36 sets forth attorneys’ fees, investment banking fees, accounting fees and other costs or fees of PSB and its Subsidiaries

that, based upon reasonable inquiry, are expected to be paid or accrued through the Closing Date in connection with the Merger and the

other transactions contemplated by this Agreement.

Section 3.37           Bank

Holding Company.

PSB is regulated as a bank

holding company under the Bank Holding Company Act of 1956, as amended.

Section 3.38           Information

Security.

PSB and its Subsidiaries

use commercially reasonable efforts and measures to protect (i) their trade secrets and confidential information and (ii) the

integrity, security and continuous operation of the Systems used in connection with their businesses (and all Personal Data that are

Processed thereby). Since December 31, 2023, except as set forth in PSB Disclosure Schedule 3.38, to the Knowledge of PSB

there have been no breaches, outages, violations, or unauthorized uses of or unauthorized access to same, other than incidents that were

resolved without material cost, liability or the duty to notify any Person and such Systems have functioned in all material respects

in accordance with their specifications and intended purpose and have been free of material defects, error, viruses, malware or other

corruptants.

Section 3.39           Questionable

Payments.

(a)            None

of PSB, Peoples State Bank or any of their Subsidiaries, or to PSB’s Knowledge, any director, officer, employee, agent or other

person acting on behalf of PSB, Peoples State Bank or any of its Subsidiaries, has, directly or indirectly: (a) used any corporate

funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to foreign or domestic political activity;

(b) made any unlawful payments to any foreign or domestic governmental officials, employees or agents of any foreign or domestic

government or to any foreign or domestic political parties or campaigns from corporate funds; (c) violated any provision of the

Foreign Corrupt Practices Act of 1977, as amended; (d) established or maintained any unlawful fund of monies or other assets of

PSB or any of its Subsidiaries, (e) made any fraudulent entry on the books or records of PSB or any of its Subsidiaries or (f) made

any other unlawful bribe, rebate, payoff, influence payment, kickback, or other material unlawful payment, regardless of form, whether

in money, property or services, to any foreign or domestic governmental official, employee, or agent of any foreign or domestic government.

None of PSB, Peoples State Bank or any of their Subsidiaries, or to PSB’s Knowledge, any director, officer, employee, agent or

other person acting on behalf of PSB, Peoples State Bank or any of its Subsidiaries, is subject to any United States sanctions administered

by the Office of Foreign Assets Control of the United States Treasury Department.

(b)           PSB

has implemented one or more policies addressing each of ethics, personal trading policies, conflicts of interest policies, customer privacy

policies, anti-money laundering policies, fair lending policies, vendor risk management policies, policies related to compliance with

the Foreign Corrupt Practices Act of 1977, as amended, and other material policies that are required by any applicable Law for itself

and PSB Subsidiaries, and a complete and correct copy of each such policy has been made available to BFC. Such policies comply in all

material respects with the requirements of any Laws applicable thereto.

Section 3.40         Mortgage

Loan Matters.

Except as set forth on PSB

Disclosure Schedule 3.40, at all times, while PSB and its Subsidiaries have been originating and servicing qualified and non-qualified

(i.e., not for sale to any public government-sponsored enterprise) residential mortgage loans (collectively, the “Mortgage

Loans”), PSB and its Subsidiaries:

(a)           have

all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states

where each Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of

the type conducted by it;

(b)           have

developed policies and procedures governing the origination of Mortgage Loans, including, but not limited to, ability to repay, analysis

of gift letters and evaluation of financial statements from borrowers, use of third party brokers, and independent quality control, and

is in compliance with such policies and procedures in all material respects;

origination, collection and servicing practices with respect to the Mortgage Loans that have been in all material respects legal, in

compliance with all applicable Laws, and customary in the mortgage origination and servicing industry, and the collection and servicing

practices have been consistent with Customary Servicing Procedures;

(d)           to

the Knowledge of PSB, have not been the subject of allegations of material failure to comply with applicable loan origination, servicing

or claims procedures, in its most recent audits (if any); and

(e)           have

in full force and effect an adequate errors and omissions policy or policies with respect to its origination and servicing operations

and a standard mortgage banker’s blanket bond.

Section 3.41         SBA

Matters.

At all times while PSB and

its Subsidiaries have been originating and servicing SBA Loans, PSB and its Subsidiaries (a) is and was approved and in good standing,

as required, as an issuer and servicer of SBA Loans, (b) have not received any written notice of any cancellation or suspension

of, or material limitation on, its status as a licensee or as an approved issuer, seller/servicer or lender, as applicable, from the

SBA, (c) holds, and at all relevant times held, in good standing all required approvals, permits and licenses of the SBA that are

necessary to the conduct of the SBA-related business of PSB and each of its Subsidiaries, as applicable, and (d) were and are in

material compliance with the SBA’s Standard Operating Procedures.

Section 3.42         No

Other Representations or Warranties.

Except for the representations

and warranties made by PSB in this Article III and for the disclosures contained in the PSB Disclosure Schedule, neither

PSB nor any other person makes any express or implied representation or warranty with respect to PSB, its Subsidiaries or their respective

businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and PSB hereby disclaims any such other

representations or warranties. PSB acknowledges and agrees that neither BFC nor any other person has made or is making any express or

implied representation or warranty other than those contained in Article IV and in the BFC Disclosure Schedule.

Article IV

REPRESENTATIONS

AND WARRANTIES OF BFC

Except as set forth in the

disclosure schedule delivered by BFC to PSB prior to or concurrently with the execution of this Agreement with respect to each such Section below

(the “BFC Disclosure Schedule”); provided, that (a) the mere inclusion of an item in the BFC Disclosure

Schedule as an exception to a representation or warranty shall not be deemed an admission by BFC that such item represents a material

exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on BFC, and (b) 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 reading of the disclosure that such disclosure applies

to such other sections, BFC hereby represents and warrants to PSB as follows:

Section 4.01         Organization

and Standing.

Each of BFC and its Subsidiaries

is (a) an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or

formation and (b) is duly licensed or qualified to do business and in good standing in each jurisdiction where its ownership or

leasing of property or the conduct of its business requires such qualification, except where the failure to be so licensed or qualified

has not had, and is not reasonably likely to have, a Material Adverse Effect with respect to BFC.

Section 4.02         Capital

Stock.

The authorized capital stock

of BFC consists of 20,000,000 shares of BFC Common Stock, and 5,000,000 shares of preferred stock. As of the date hereof, 11,222,854

shares of BFC Common Stock were issued and outstanding and no shares of preferred stock were issued and outstanding. The outstanding

shares of BFC Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and have not been issued

in violation of nor are they subject to preemptive rights of any BFC shareholder. The shares of BFC Common Stock to be issued pursuant

to this Agreement, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and

non-assessable and will not be subject to preemptive rights. All shares of BFC’s capital stock issued and outstanding have been

issued in compliance with and not in violation of any applicable federal or state securities Laws.

Section 4.03         Corporate

Power.

(a)           BFC

and each of its Subsidiaries has the corporate or similar power and authority to carry on its business as it is now being conducted and

to own all of its properties and assets, and BFC has the corporate power and authority to execute, deliver and perform its obligations

under this Agreement and to consummate the transactions contemplated hereby, subject to receipt of all necessary approvals of Governmental

Authorities and the Regulatory Approvals.

(b)           BFC

has made available to PSB a complete and correct copy of its articles of incorporation and bylaws or equivalent organizational documents,

each as amended to date, of BFC and each of its Subsidiaries. Neither BFC nor any of its Subsidiaries is in violation of any of the terms

of its articles of incorporation, bylaws or equivalent organizational documents.

Section 4.04         Corporate

Authority.

This Agreement and the transactions

contemplated hereby have been authorized by all necessary corporate action of BFC on or prior to the date hereof. BFC has duly executed

and delivered this Agreement and, assuming due authorization, execution and delivery by PSB, this Agreement is a valid and legally binding

obligation of BFC, enforceable in accordance with its terms, subject to the Enforceability Exception.

Section 4.05         SEC

Documents; Financial Statements.

(a)           BFC

has filed all required reports, forms, schedules, registration statements and other documents with the SEC that it has been required

to file since January 1, 2024 (the “BFC Reports”) and has paid all fees and assessments due and payable

in connection therewith, except where the failure to file such required reports, forms, schedules, registration statements, and other

documents or pay such fees and assessments has not had or would not reasonably be expected to have, either individually or in the aggregate,

a Material Adverse Effect on BFC. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing

prior to the date hereof, as of the date of such subsequent filing), the BFC Reports complied as to form in all material respects with

the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder

applicable to such BFC Reports, and none of the BFC Reports when filed with the SEC, or if amended prior to the date hereof, as of the

date of such amendment, contained 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 therein, in light of the circumstances under which they were made, not misleading. As of the date

of this Agreement, no executive officer of BFC 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 BFC Reports.

(b)           The

consolidated financial statements of BFC (or incorporated by reference) included (or incorporated by reference) in the BFC Reports (including

the related notes, where applicable) complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded

by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable

accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited

statements, as permitted by the rules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during

the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position

of BFC and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such

companies as of the dates and for the periods shown. The books and records of BFC and its Subsidiaries have been, and are being, maintained

in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions

and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein.

(x) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms

are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15

under the Exchange Act, and (y) has disclosed, based on its most recent evaluation, to its outside auditors and the audit committee

of BFC’s board of directors (A) all 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 BFC’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that

involves management or other employees who have a significant role in BFC’s internal control over financial reporting. These disclosures

were made in writing by management to BFC’s auditors and audit committee. There is no reason to believe that BFC’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, if required.

(d)           Since

January 1, 2026, neither BFC nor any of its Subsidiaries nor, to BFC’s Knowledge, any director, officer, employee, auditor,

accountant or representative of BFC or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material

complaint, allegation, assertion or claim, whether written or oral, regarding the integrity of BFC’s consolidated financial statements

in the BFC Reports, any financial statements of any Subsidiary of BFC, the accounting or auditing practices, procedures, methodologies

or methods of BFC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation,

assertion or claim that BFC or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Section 4.06         Regulatory

Reports.

Since January 1, 2023,

BFC and each of its Subsidiaries has timely filed with the SEC, FRB, OCC, any applicable SRO and any other applicable Governmental Authority,

in correct form in all material respects, all material reports, registration statements and other documents required to be filed under

applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were

complete and accurate and in compliance in all material respects with the requirements of applicable Laws and regulations, except where

the failure to file such report or statement or to pay such fees and assessments, either individually or in the aggregate, would not

reasonably be likely to have a Material Adverse Effect with respect to BFC. Except for normal examinations conducted by a Governmental

Authority in the regular course of the business of BFC and its Subsidiaries, no Governmental Authority has notified BFC that it has initiated

or has pending any proceeding or, to the Knowledge of BFC threatened an investigation into the business or operations of BFC or any of

its Subsidiaries since January 1, 2023, except where such proceedings or investigation would not reasonably be likely to have, either

individually or in the aggregate, a Material Adverse Effect with respect to BFC. Subject to Section 9.11, there is no unresolved

violation, criticism or exception by any Governmental Authority with respect to any report filed by or relating to any examinations or

inspections by any such Governmental Authority of BFC or any of its Subsidiaries which would reasonably be likely to have, either individually

or in the aggregate, a Material Adverse Effect with respect to BFC.

Section 4.07         Regulatory

Approvals; No Defaults.

No consents or approvals

of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by BFC or any of

its Subsidiaries in connection with the execution, delivery or performance by BFC of this Agreement or to consummate the transactions

contemplated by this Agreement, including the Bank Merger, except for (i) the Regulatory Approvals, (ii) the filing with the

SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement,

(iii) the filing of the Articles of Merger contemplated by Section 1.05(a) and the filing of documents with the

FDIC, OCC, the WDFI-Banking or other applicable state banking agencies to cause the Bank Merger to become effective, (iv) such other

filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable

stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with

the rules and regulations of any applicable SRO and the rules of the NASDAQ, (vi) filing of the Articles of Amendment

to the Articles of Incorporation with respect to the BFC Preferred Stock (the “Articles of Designation”) with the

Wisconsin Secretary of State, and (vii) 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 BFC Stock Issuance and approval of listing of BFC Common Stock to

be issued in the BFC Stock Issuance on the Trading Market. Subject to the receipt of the approvals referred to in the preceding sentence,

the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by BFC do not

and will not, (1) constitute a breach or violation of, or a default under, the articles of incorporation and bylaws of BFC, (2) violate

any Law applicable to BFC or any of its Subsidiaries, or any of their respective properties or assets, or (3) violate, 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 BFC or any of its

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

contract, agreement or other instrument or obligation to which BFC or any of its Subsidiaries is a party, or by which they or any of

their respective properties or assets may be bound, except with regards to the clauses (1) to (3), as would not reasonably be expected

to have a Material Adverse Effect on BFC. As of the date hereof, BFC has no Knowledge of any reason, with respect to BFC, (i) why

the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger

and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Section 4.08         BFC

Information.

The information relating

to BFC and its Subsidiaries that is supplied by or on behalf of BFC for inclusion or incorporation by reference in the Proxy Statement-Prospectus

and the Registration Statement will comply as to form in all material respects with the requirements of Form S-4, and will not (with

respect to the Proxy Statement-Prospectus, as of the date the Proxy Statement-Prospectus is first mailed to PSB’s shareholders

and as of the date of the PSB Meeting, and with respect to the Registration Statement, as of the time the Registration Statement or any

amendment or supplement thereto is declared effective under the Securities Act) contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading;

provided, however, that any information contained in any BFC Report as of a later date shall be deemed to modify information

as of an earlier date. The portions of the Proxy Statement-Prospectus relating to BFC and BFC’s Subsidiaries and other portions

thereof within the reasonable control of BFC and its Subsidiaries will comply as to form in all material respects with the provisions

of the Exchange Act, and the rules and regulations thereunder.

Section 4.09         Absence

of Certain Changes or Events.

Except as reflected or disclosed

in BFC’s Annual Report on Form 10-K for the year ended December 31, 2025 or in the BFC Reports since December 31,

2025, as filed with the SEC, there has been no change or development with respect to BFC and its assets and business or combination of

such changes or developments which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect

with respect to BFC.

Section 4.10         Compliance

with Laws.

(a)           BFC

and each of its Subsidiaries is, and has been since January 1, 2023, in compliance in all material respects with all applicable

federal, state, local and foreign Laws, rules, judgments, orders or decrees applicable thereto or to the employees conducting such businesses,

including, without limitation, Laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit

Opportunity Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Community Reinvestment Act, the Fair Credit Reporting Act,

the Truth in Lending Act, the Dodd-Frank Act, Sections 23A and 23B of the Federal Reserve Act, the Sarbanes-Oxley Act or the regulations

implementing such statutes, all other applicable anti-money laundering Laws, fair lending Laws and other Laws relating to discriminatory

lending, financing, leasing or business practices and all agency requirements relating to the origination, sale and servicing of mortgage

loans. Since January 1, 2023, neither BFC nor any of its Subsidiaries has been advised of any supervisory concerns regarding their

compliance with the Bank Secrecy Act or related state or federal anti-money laundering laws, regulations and guidelines, including without

limitation those provisions of federal regulations requiring (i) the filing of reports, such as Currency Transaction Reports and

Suspicious Activity Reports, (ii) the maintenance of records and (iii) the exercise of due diligence in identifying customers.

(b)           BFC

and each of its Subsidiaries have all material permits, licenses, authorizations, orders and approvals of, and each has made all filings

and applications and registrations with, all Governmental Authorities that are required to permit it to own or lease its properties and

to conduct its business as presently conducted. All such permits, licenses, certificates of authority, orders and approvals are in full

force and effect and, to BFC’s Knowledge, no suspension or cancellation of any of them is threatened.

BFC nor any of its Subsidiaries has received, since January 1, 2023, written or, to BFC’s Knowledge, oral notification from

any Governmental Authority (i) asserting that it is not in compliance with any of the Laws which such Governmental Authority enforces

or (ii) threatening to revoke any license, franchise, permit or governmental authorization, except where such noncompliance of threatened

revocation is not reasonably likely to have, a Material Adverse Effect with respect to BFC.

Section 4.11         BFC

Regulatory Matters.

(a)           BFC

is regulated as a bank holding company under the Bank Holding Company Act of 1956, as amended.

(b)           Bank

First is an “insured depository institution” as defined in the FDIA, the deposits of Bank First are insured by the FDIC in

accordance with the FDIA to the fullest extent permitted by Law, and Bank First has paid all premiums and assessments and filed all reports

required by the FDIA. No proceedings for the revocation or termination of such deposit insurance are pending or, to BFC’s Knowledge,

threatened. Bank First received a rating of “satisfactory” in its most recent examination under the Community Reinvestment

Act.

to Section 9.11, since January 1, 2023, neither BFC nor any of its Subsidiaries is party to, or the subject of, any

cease-and-desist order, consent order, written agreement, order for civil money penalty, refund, restitution, prompt corrective action

directive, memorandum of understanding, supervisory letter, individual minimum capital requirement, operating agreement, or any other

formal or informal enforcement action issued or required by, or entered into with, any Governmental Authority. Neither BFC nor any of

its Subsidiaries has made, adopted, or implemented any commitment, board resolution, policy, or procedure at the request or recommendation

of any Governmental Authority that limits in any material respect the conduct of its business or that in any material manner relates

to its capital adequacy, its payment of dividends or distribution of capital, its credit or risk management, its compliance program,

its management, its growth, or its business. Neither BFC nor any of its Subsidiaries has Knowledge that any Governmental Authority is

considering issuing, initiating, ordering, requesting, recommending, or otherwise proceeding with any of the items referenced in this

paragraph.

Section 4.12         Brokers.

Neither BFC nor any of its

officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any

broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except

that BFC has engaged, and will pay a fee or commission to, Piper Sandler & Co.

Section 4.13         Legal

Proceedings.

(a)           Neither

BFC nor any of its Subsidiaries is a party to any, and there are no pending or, to BFC’s Knowledge, threatened, legal, administrative,

arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against BFC or any of its Subsidiaries

or any of their current or former directors or executive officers in their capacities as such that is reasonably likely to have a Material

Adverse Effect on BFC, or challenging the validity or propriety of the transactions contemplated by this Agreement.

(b)           Subject

to Section 9.11, except as would not reasonably be expected to have, either individually or in the aggregate, a Material

Adverse Effect on BFC, there is no material injunction, order, judgment, decree or regulatory restriction (other than regulatory restrictions

of general application to banks and bank holding companies) imposed upon BFC, any of its Subsidiaries or the assets of BFC or any of

its Subsidiaries (or that, upon consummation of the Merger or the Bank Merger would apply to the Surviving Entity or any of its Subsidiaries

or affiliates).

Section 4.14         Tax

Matters.

(a)           Each

of BFC and its Subsidiaries has duly and timely filed (taking into account all applicable extensions properly obtained) all material

Tax Returns that it was required to file under applicable Laws, other than Tax Returns that are not yet due (taking into account all

applicable extensions properly obtained). All such Tax Returns were correct and complete in all material respects and have been prepared

in compliance with all applicable Laws. All material Taxes due and owing by BFC or any of its Subsidiaries (whether or not shown on any

Tax Return) have been fully and timely paid. Neither BFC nor any of its Subsidiaries is currently the beneficiary of any extension of

time within which to file any Tax Return. Neither BFC nor any of its Subsidiaries has ever received written notice of any claim by any

Governmental Authority in a jurisdiction where BFC or such Subsidiary does not file Tax Returns or pay Taxes that it is or may be subject

to Tax Return filing requirements or subject to taxation in that jurisdiction. There are no material Liens for Taxes (other than Taxes

not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been

established in accordance with GAAP) upon any of the assets of BFC or any of its Subsidiaries.

(b)           Neither

BFC nor any of its Subsidiaries has been a party to any “listed transaction,” as defined in Section 6707A(c)(2) of

the Code and Regulations Section 1.6011-4(b)(2) in any tax year.

January 1, 2023, neither BFC nor any of its Subsidiaries has distributed stock of another Person nor had its stock distributed by

another Person in a transaction that was intended to be nontaxable and governed in whole or in part by Section 355 or Section 361

of the Code.

(d)           Neither

BFC nor any of its Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance, that would be reasonably

likely to prevent the Merger or the Bank Merger from qualifying for U.S. federal income tax purposes as a “reorganization”

within the meaning of Section 368(a) of the Code.

Section 4.15         Regulatory

Capitalization.

BFC and its Subsidiaries

are “well-capitalized,” as such term is defined in the applicable state and federal rules and regulations.

Section 4.16         Community

Reinvestment Act, Anti-Money Laundering and Customer Information Security.

Neither BFC nor any of its

Subsidiaries is a party to any agreement with any individual or group regarding Community Reinvestment Act matters and neither BFC nor

any of its Subsidiaries has Knowledge that any facts or circumstances exist which would cause BFC or any of its Subsidiaries: (i) to

be deemed not to be in satisfactory compliance with the Community Reinvestment Act, and the regulations promulgated thereunder, or to

be assigned a rating for Community Reinvestment Act purposes by federal or state bank regulators of lower than “satisfactory”;

or (ii) to be deemed to be operating in violation of the Bank Secrecy Act and its implementing regulations (31 C.F.R. Part 103),

the USA PATRIOT Act, any order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of

Foreign Assets Control, or any other applicable anti-money laundering statute, rule or regulation; or (iii) to be deemed not

to be in satisfactory compliance with the applicable privacy of customer information requirements contained in any federal and state

privacy Laws and regulations, including, without limitation, in Title V of the Gramm-Leach-Bliley Act of 1999 and regulations promulgated

thereunder. Furthermore, the boards of directors of BFC and its Subsidiaries have implemented anti-money laundering programs that contain

adequate and appropriate customer identification verification procedures that have not been deemed ineffective by any Governmental Authority

and that meet the requirements of Sections 352 and 326 of the USA PATRIOT Act.

Section 4.17         No

Other Representations or Warranties.

Except for the representations

and warranties made by BFC in this Article IV and for the disclosures contained in the BFC Disclosure Schedule, neither BFC

nor any other person makes any express or implied representation or warranty with respect to BFC, its Subsidiaries or their respective

businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and BFC hereby disclaims any such other

representations or warranties. BFC acknowledges and agrees that neither PSB nor any other person has made or is making any express or

implied representation or warranty other than those contained in Article III and in the PSB Disclosure Schedule.

Article V

COVENANTS

Section 5.01         Covenants

of PSB.

During the period from the

date of this Agreement and continuing until the Effective Time or the earlier termination of this Agreement in accordance with its terms,

except as expressly contemplated or permitted by this Agreement (including as set forth in the PSB Disclosure Schedule), required by

Law or with the prior written consent of BFC (which consent shall not be unreasonably withheld, conditioned or delayed), PSB shall carry

on its business, including the business of each of its Subsidiaries, in the Ordinary Course of Business in all material respects and

consistent with prudent banking practice. Without limiting the generality of the foregoing, PSB will use reasonable best efforts to (i) preserve

its business organizations and assets intact, (ii) keep available to itself and BFC the present services of the current officers

and employees of PSB and its Subsidiaries, (iii) preserve for itself and BFC the goodwill of its customers, employees, lessors and

others with whom business relationships exist and (iv) continue all commercially reasonable collection efforts with respect to any

delinquent loans and, to the extent within its control, not allow any material increase in delinquent loans. Without limiting the generality

of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (x) as set forth in PSB

Disclosure Schedule 5.01, (y) as otherwise expressly required by this Agreement, or (z) consented to in writing by BFC

(which consent shall not be unreasonably withheld, conditioned or delayed), PSB shall not and shall not permit its Subsidiaries to:

(a)           Stock.

Other than pursuant to PSB Options or PSB Restricted Shares outstanding as of the date of this Agreement and listed on the PSB Disclosure

Schedules and shares to be acquired under the PSB ESPP on the Final Purchase Date, (i) issue, sell, grant, pledge, dispose of, encumber

or otherwise permit to become outstanding, or authorize the creation of, any additional shares of its stock, any Rights, any new award

or grant under the PSB ESPP or PSB Stock Plans or otherwise, or any other securities (including units of beneficial ownership interest

in any partnership or limited liability company), or enter into any agreement with respect to the foregoing, (ii) accelerate the

vesting of any existing Rights, or (iii) except as set forth on PSB Disclosure Schedule 5.01(a), directly or indirectly change

(or establish a record date for changing), adjust, split, combine, redeem, reclassify, exchange, purchase or otherwise acquire any shares

of its capital stock, or any other securities (including units of beneficial ownership interest in any partnership or limited liability

company) convertible into or exchangeable for any additional shares of stock, any Rights issued and outstanding prior to the Effective

Time.

(b)           Dividends;

Other Distributions. Make, declare, pay or set aside for payment of dividends payable in cash, stock or property on or in

respect of, or declare or make any distribution on, any shares of its capital stock, except for (i) dividends from wholly owned

Subsidiaries to PSB, (ii) dividends made in the Ordinary Course of Business consistent with past practice, including without

limitation, quarterly dividends to holders of PSB Common Stock, which amount shall not exceed $0.18 per share each quarter, and

dividends to service debt, trust preferred securities, and PSB Preferred Stock as required by the terms of such debt, trust

preferred securities or preferred stock.

Employment Agreements, Etc. Enter into or amend or renew any employment, consulting, compensatory, severance, retention or similar

agreements or arrangements with any director, officer or employee of PSB or any of its Subsidiaries, or grant any salary, wage or fee

increase or increase any employee benefit or pay any incentive or bonus payments, except, in each case, (i) normal increases in

base salary to employees in the Ordinary Course of Business and pursuant to policies currently in effect as of the date of this Agreement,

provided that, such increases shall not result in an annual adjustment in base compensation (which includes base salary and any

other compensation other than bonus payments) of more than 5% for any individual or 3% in the aggregate for all employees of PSB or any

of its Subsidiaries other than annual increases in base compensation disclosed in PSB Disclosure Schedule 5.01(c), (ii) as

specifically provided for by this Agreement (including, without limitation, as contemplated by Section 5.11 of this Agreement),

(iii) as may be required by Law, (iv) to satisfy the contractual obligations under a PSB Benefit Plan existing as of the date

hereof set forth in PSB Disclosure Schedule 3.16(k), or (v) as otherwise set forth in PSB Disclosure Schedule 5.01(c).

(d)           Hiring.

(i) Hire any person as an employee or officer of PSB or any of its Subsidiaries, except for at-will employment at an annual rate

of base salary not to exceed $125,000 to fill vacancies that may arise from time to time in the Ordinary Course of Business, or (ii) promote

any employee except to fill vacancies that may arise in the Ordinary Course of Business or to satisfy contractual obligations existing

as of the date of this Agreement and set forth in PSB Disclosure Schedule 5.01(d).

(e)           Benefit

Plans. Enter into, establish, adopt, amend, modify or terminate (except (i) as may be required by or to make consistent with

applicable Law, subject to the provision of prior written notice to and consultation with respect thereto with BFC, (ii) to satisfy

contractual obligations under a PSB Benefit Plan existing as of the date hereof and set forth in PSB Disclosure Schedule 5.01(e),

(iii) as previously disclosed to BFC and set forth in PSB Disclosure Schedule 5.01(e), or (iv) as may be required pursuant

to the terms of this Agreement) any PSB Benefit Plan or other pension, retirement, stock option, stock purchase, savings, profit sharing,

deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement

or any trust agreement (or similar arrangement) related thereto, in respect of any current or former director, officer or employee of

PSB or any of its Subsidiaries.

(f)           Transactions

with Affiliates. Except pursuant to agreements or arrangements in effect on the date hereof and set forth in PSB Disclosure Schedule

5.01(f), pay, loan or advance any amount to (other than renewals of existing loans in accordance with Section 5.01(s) below),

or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement

or arrangement with, any of its officers or directors or any of their immediate family members or any Affiliates or Associates of any

of its officers or directors other than compensation or business expense advancements or reimbursements in the Ordinary Course of Business.

(g)           Dispositions.

Except in the Ordinary Course of Business, sell, license, lease, transfer, mortgage, pledge, encumber or otherwise dispose of or discontinue

any of its rights, assets, deposits, business or properties or cancel or release any indebtedness owed to PSB or any of its Subsidiaries.

(h)           Acquisitions.

Acquire or agree to acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction

of debts previously contracted in good faith, in each case in the Ordinary Course of Business) all or any portion of the assets, debt,

business, deposits or properties of any other entity or Person, except for purchases specifically approved by BFC pursuant to any other

applicable paragraph of this Section 5.01.

(i)           Capital

Expenditures. Except as set forth in PSB Disclosure Schedule 5.01(i), make any capital expenditures in amounts exceeding $50,000

individually, or $250,000 in the aggregate, provided that BFC shall grant or deny its consent to emergency repairs or replacements

necessary to prevent substantial deterioration of the condition of a property within two (2) Business Days of its receipt of a written

request from PSB.

(j)           Governing

Documents. Amend PSB’s articles of incorporation or bylaws or any equivalent documents of PSB’s Subsidiaries.

(k)           Accounting

Methods. Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by applicable

Laws or GAAP or applicable accounting requirements of any Governmental Authority, in each case, including changes in the interpretation

or enforcement thereof.

(l)           Contracts.

Except as set forth in PSB Disclosure Schedule 5.01(l), enter into, amend, modify, terminate, extend or waive any material provision

of, any PSB Material Contract, Lease or Insurance Policy, or make any change in any instrument or agreement governing the terms of any

of its securities, or material lease, license or contract, other than normal renewals of contracts, licenses or leases without material

adverse changes of terms with respect to PSB or any of its Subsidiaries, or enter into any contract that would constitute a PSB Material

Contract if it were in effect on the date of this Agreement, except for any amendments, modifications or terminations reasonably requested

by BFC.

(m)           Claims.

Other than settlement of foreclosure actions in the Ordinary Course of Business, (i) enter into any settlement or similar agreement

with respect to any action, suit, proceeding, order or investigation to which PSB or any of its Subsidiaries is or becomes a party after

the date of this Agreement, which settlement or agreement involves payment by PSB or any of its Subsidiaries of an amount which exceeds

$75,000 individually or $150,000 in the aggregate and/or would impose any material restriction on the business of PSB or any of its Subsidiaries

or (ii) waive or release any material rights or claims, or agree or consent to the issuance of any injunction, decree, order or

judgment restricting or otherwise affecting its business or operations.

(n)           Banking

Operations. (i) Enter into any material new line of business, introduce any material new products or services, any material

marketing campaigns or any material new sales compensation or incentive programs or arrangements; (ii) change in any material respect

its lending, investment, underwriting, risk and asset liability management and other banking and operating policies, except as required

by applicable Law, regulation or policies imposed by any Governmental Authority; (iii) make any material changes in its policies

and practices with respect to underwriting, pricing, originating, acquiring, selling, servicing or buying or selling rights to service

Loans, its hedging practices and policies except as required by applicable Law, regulation or policy imposed by any Governmental Authority;

and (iv) 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.

(o)           Derivative

Transactions. Enter into any Derivative Transaction.

(p)           Indebtedness.

Incur any indebtedness for borrowed money other than in the Ordinary Course of Business consistent with past practice with a term not

in excess of twelve (12) months (other than the purchase of federal funds, Federal Home Loan Bank borrowings, creation of deposit liabilities

or sales of certificates of deposit in the Ordinary Course of Business), 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, other

than the issuance of letters of credit in the Ordinary Course of Business and in accordance with the restrictions set forth in Section 5.01(s).

(q)           Investment

Securities. Unless mutually agreed upon by the Parties, (i) acquire, sell or otherwise dispose of any debt security or equity

investment (other than obligations of the government of the United States or agencies of the United States or state or local governments

having maturities of not more than five (5) years and which municipal obligations have been assigned a rating of A2 or better by

Moody’s Investors Service or A or better by Standard and Poor’s), or any certificates of deposits issued by other banks,

nor (ii) change the classification method for any of the PSB Investment Securities from “held to maturity” to “available

for sale” or from “available for sale” to “held to maturity,” as those terms are used in ASC 320.

(r)           Deposits.

Other than in the Ordinary Course of Business, make any changes to deposit pricing, or acquire any “brokered deposits” except

for any extensions or renewals of existing brokered deposits.

(s)           Loans.

Except for loans or extensions of credit approved and/or committed as of the date hereof that are listed in PSB Disclosure Schedule

5.01(s), (i) make, renew, renegotiate, increase, extend or modify any (A) unsecured loan, if the amount of such unsecured

loan, together with any other outstanding unsecured loans made by PSB or any of its Subsidiaries to such borrower or its Affiliates,

would be in excess of $200,000, in the aggregate, (B) loan in excess of FFIEC regulatory guidelines relating to loan-to-value ratios,

policies and guidelines in effect as of the date hereof, (ii) sell any loan or loan pools in excess of $1,000,000 in principal amount

or sale price (other than residential mortgage loan pools and sales to the SBA of the guaranteed portion of loans guaranteed by the SBA,

in each case sold in the Ordinary Course of Business), or (iii) acquire any servicing rights, or sell or otherwise transfer any

loan where PSB or any of its Subsidiaries retains any servicing rights. Any loan in excess of the limits set forth in this Section 5.01(s) shall

require the prior written approval of the Chief Credit Officer or Senior Lender of Bank First, which approval or rejection shall be given

in writing within three (3) Business Day after the complete loan package is delivered to such individual; provided that if Bank

First fails to provide an approval or rejection within three (3) Business Day Period the loan shall be deemed approved, and PSB

or any of its Subsidiaries shall notify BFC in writing within three (3) Business Days after such loan has been made.

(t)           Investments

or Developments in Real Estate. Make any investment or commitment to invest in real estate or in any real estate development project

other than by way of foreclosure or deed in lieu thereof or make any investment or commitment to develop or otherwise take any actions

to develop any real estate owned by PSB or its Subsidiaries.

(u)           Taxes.

Except as required by applicable Law, make or change or revoke any Tax election, adopt or change any tax accounting method, file any

amended Tax Return, enter into any “closing agreement” as described in Section 7121 of the Code (or similar provision

of applicable Law) with respect to Taxes, settle or compromise any liability for Taxes, agree to any adjustment of any Tax attribute,

file or surrender any claim for a refund of Taxes, consent to any extension or waiver of the limitations period applicable to any Tax

claim or assessment, or fail to timely pay any income Taxes or other material Taxes (including estimated Taxes) or fail to file timely

any income Tax Returns or other material Tax Returns that become due.

(v)           Tax

Treatment of Each of the Merger and the Bank Merger. Take any action that is intended or is reasonably likely to result in either

the Merger or the Bank Merger failing to qualify as a “reorganization” under Section 368(a) of the Code.

(w)          Compliance

with Agreements. Commit any act or omission which constitutes a material breach or default by PSB or any of its Subsidiaries under

any agreement with any Governmental Authority or under any PSB Material Contract, Lease or other material agreement or material license

to which PSB or any of its Subsidiaries is a party or by which any of them or their respective properties are bound or under which any

of them or their respective assets, business or operations receives benefits.

(x)           Environmental

Assessments. Foreclose on or take a deed or title to any real estate other than single-family residential properties without first

conducting an ASTM International (“ASTM”) E1527-13 Phase I Environmental Site Assessment (or any applicable

successor standard) of the property that satisfies the requirements of 40 C.F.R. Part 312 (“Phase I”),

or foreclose on or take a deed or title to any real estate other than single-family residential properties if such environmental assessment

indicates the presence or likely presence of any Hazardous Substances under conditions that indicate an existing release, a past release

or a material threat of a release of any Hazardous Substances into structures on the property or into the ground, ground water, or surface

water of the property.

(y)           Adverse

Actions. Take any action or knowingly fail to take any action not contemplated by this Agreement that is intended or is reasonably

likely to (i) prevent, delay or impair PSB’s ability to consummate the Merger or the transactions contemplated by this Agreement

or (ii) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the

actions prohibited by this Section 5.01.

(z)           Capital

Stock Purchase. Subject to Section 5.33, directly or indirectly repurchase, redeem or otherwise acquire any shares of

its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

(aa)         Facilities.

Except as required by Law, file any application or make any contract or commitment for the opening, relocation or closing of any, or

open, relocate or close any, branch office, loan production or servicing facility or automated banking facility, except for any change

that may be requested by BFC.

(bb)         Restructure.

Merge or consolidate itself or any of its Subsidiaries with any other Person, or restructure, reorganize or completely or partially liquidate

or dissolve it or any of its Subsidiaries.

(cc)         Loan

Workouts. Compromise, resolve, or otherwise “workout” any delinquent or troubled loan, other than any loan workout in

the Ordinary Course of Business.

(dd)         Commitments.

(i) Enter into any contract with respect to, or otherwise agree or commit to do, or adopt any resolutions of its board of directors

or similar governing body in support of, any of the foregoing or (ii) take any action that is intended or expected to result in

any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior

to the Effective Time, or in any of the conditions to the Merger not being satisfied in any material respect or in a violation of any

provision of this Agreement, except, in every case, as may be required by applicable Law.

(ee)         PSB

Tangible Common Book Value. Take any action or fail to take any action that will cause the PSB Tangible Common Book Value at the

Effective Time to be less than the Minimum Tangible Common Book Value at the Effective Time.

(ff)          280G.

To the extent any payments or benefits made with respect to, or which could arise as a result of, this Agreement or the transactions

contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with any other event), could

be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code, PSB shall,

prior to the Effective Time, cooperate in good faith with BFC to effect reasonable measures to minimize any such payments or benefits

from being characterized as “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code, including,

but not limited to, the measures included in PSB Disclosure Schedule 5.01(ff).

Section 5.02         Covenants

of BFC.

(a)           Affirmative

Covenants. From the date hereof until the Effective Time, BFC will carry on its business consistent with prudent banking practices

and in material compliance with all applicable Laws.

(b)           Negative

Covenants. From the date hereof until the Effective Time, BFC shall not, and shall not permit any of its Subsidiaries to, take any

action or knowingly fail to take any action not contemplated by this Agreement that is intended or is reasonably likely to (i) prevent,

delay or impair BFC’s ability to consummate the Merger or the transactions contemplated by this Agreement or (ii) agree to

take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by

this Section 5.02. Except as expressly permitted or contemplated by this Agreement, or as required by applicable Law or a

Governmental Authority, or with the prior written consent of PSB during the period from the date of this Agreement to the Effective Time,

BFC shall not, and shall not permit any of its Subsidiaries to:

(i)           Take

any action that is intended or is reasonably likely to result in the Merger or the Bank Merger failing to qualify as a “reorganization”

under Section 368(a) of the Code;

(ii)          Take

any action that is likely to materially impair BFC’s ability to perform any of its obligations under this Agreement or Bank First

to perform any of its obligations under the Bank Plan of Merger; or

(iii)         Agree

or commit to do any of the foregoing.

Section 5.03         Commercially

Reasonable Efforts.

Subject to the terms and

conditions of this Agreement, each of the Parties agrees to use commercially reasonable efforts in good faith to take, or cause to be

taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws, so as to permit

consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth

in Article VI, and shall reasonably cooperate with the other Party to that end.

Section 5.04         PSB

Shareholder Approval.

(a)           Following

the execution of this Agreement, PSB shall take, in accordance in all material respects with applicable Law and the articles of incorporation

and bylaws of PSB, all action necessary to convene a special meeting of its shareholders as promptly as practicable after the Registration

Statement is declared effective by the SEC to consider and vote upon the approval of this Agreement and the transactions contemplated

hereby (including the Merger) and any other matters required to be approved by PSB’s shareholders in order to permit consummation

of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “PSB Meeting”)

and shall take all lawful action to solicit such approval by such shareholders. PSB shall use its reasonable best efforts to obtain the

Requisite PSB Shareholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the

PSB Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by PSB in connection with the PSB Meeting

are solicited in compliance in all material respects with the WBCL, the articles of incorporation and bylaws of PSB, and all other applicable

legal requirements. Except with the prior approval of BFC, no other matters shall be submitted for the approval of PSB shareholders at

the PSB Meeting. PSB shall adjourn or postpone the PSB Meeting if, as of the time for which the PSB Meeting is scheduled, (i) there

are insufficient shares of PSB Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the

business of the PSB Meeting, or (ii) PSB has not recorded proxies representing a sufficient number of shares necessary to obtain

the Requisite PSB Shareholder Approval; provided, however, that the PSB Meeting shall not be adjourned or postponed more than

twice pursuant to this Section 5.09(a).

(b)           Except

to the extent provided otherwise in Section 5.09, (i) the board of directors of PSB shall at all times prior to and

during the PSB Meeting recommend approval of this Agreement by the shareholders of PSB and the transactions contemplated hereby (including

the Merger) and any other matters required to be approved by PSB’s shareholders for consummation of the Merger and the transactions

contemplated hereby (the “PSB Recommendation”) and (ii) shall not withhold, withdraw, amend, modify, change

or qualify such recommendation in a manner adverse in any respect to the interests of BFC or take any other action or make any other

public statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the PSB Recommendation. Except

as expressly permitted by this Agreement, PSB shall not take any action that would constitute a PSB Subsequent Determination that would

violate its obligations to BFC under Section 5.09. In the event that there is present at such meeting, in person or by proxy,

sufficient favorable voting power to secure the Requisite PSB Shareholder Approval, PSB will not adjourn or postpone the PSB Meeting

unless PSB is advised by counsel that failure to do so would result in a breach of the fiduciary duties of the board of directors of

PSB. PSB shall keep BFC updated with respect to the proxy solicitation results in connection with the PSB Meeting as reasonably requested

by BFC.

anything to the contrary in this Agreement, unless this Agreement has been terminated in accordance with its terms, PSB shall convene

the PSB Meeting and submit this Agreement to PSB’s shareholders for approval.

Section 5.05         Registration

Statement; Proxy Statement-Prospectus; NASDAQ Listing.

(a)           BFC

and PSB agree to cooperate in the preparation of the Registration Statement to be filed by BFC with the SEC in connection with the BFC

Stock Issuance (including the Proxy Statement-Prospectus and all related documents). PSB shall use its reasonable best efforts to deliver

to BFC such financial statements and related analysis of PSB, including “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of PSB, as may be required in order to file the Registration Statement, and any other report

required to be filed by BFC with the SEC, in each case, in compliance in all material respects with applicable Laws, and shall, as promptly

as practicable following execution of this Agreement, prepare and deliver drafts of such information to BFC to review. Within sixty (60)

days of the date of this Agreement, BFC shall file with the SEC the Registration Statement. Each of BFC and PSB agree to use their respective

commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable

after the filing thereof and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions

contemplated by this Agreement. BFC also agrees to use commercially reasonable efforts to obtain any necessary state securities Law or

“Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. PSB agrees to cooperate

with BFC and BFC’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from PSB’s

independent auditors in connection with the Registration Statement and the Proxy Statement-Prospectus. After the Registration Statement

is declared effective under the Securities Act, PSB, at its own expense, shall promptly mail or cause to be mailed the Proxy Statement-Prospectus

to its shareholders.

(b)           BFC

will advise PSB, promptly after BFC receives notice thereof, of the time when the Registration Statement has become effective or any

supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of BFC Common Stock

and BFC Preferred Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose,

or of any request by the SEC for the amendment or supplement of the Registration Statement or upon the receipt of any comments (whether

written or oral) from the SEC or its staff. BFC will provide PSB and its counsel with a reasonable opportunity to review and comment

on the Registration Statement and the Proxy Statement-Prospectus, and all responses to requests for additional information by and replies

to comments of the SEC prior to filing such with, or sending such to, the SEC, and BFC will provide PSB and its counsel with a copy of

all such filings made with the SEC. If at any time prior to the Effective Time there shall occur any event that should be disclosed in

an amendment or supplement to the Proxy Statement-Prospectus or the Registration Statement so that either such document would not include

any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading, BFC shall use its commercially reasonable efforts to promptly prepare and file such amendment

or supplement with the SEC (if required under applicable Law) and cooperate with PSB to mail such amendment or supplement to PSB shareholders

(if required under applicable Law).

will use its commercially reasonable efforts to cause the shares of BFC Common Stock to be issued in connection with the transactions

contemplated by this Agreement to be approved for listing on the Trading Market, subject to official notice of issuance, prior to the

Effective Time.

Section 5.06         Regulatory

Filings; Consents.

(a)           Each

of BFC and PSB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to promptly,

but no later than sixty (60) days from the date of this Agreement (subject to PSB providing all information requested by BFC without

undue delay), prepare all documentation, and to effect all filings, to obtain all permits, consents, approvals and authorizations of

all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, the Regulatory

Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated

herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause

the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; including obtaining all necessary,

proper or advisable approvals, authorizations, actions or non-actions, waivers, permits, consents, qualifications and exemptions from

Governmental Authorities, and executing and delivering any additional documents or instruments reasonably necessary, proper or advisable

to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided, however,

notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require BFC

or any of its Subsidiaries or PSB or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree

to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations

of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to

PSB) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business

of BFC, PSB, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”).

BFC and PSB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors,

trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition

or any other statement or application made by or on behalf of BFC or PSB to any Governmental Authority in connection with the transactions

contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information

relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by

this Agreement with any Governmental Authority. In addition, BFC and PSB shall each furnish to the other for review a copy of each non-confidential

portion of such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior

to its filing.

(b)           PSB

will use its best efforts, and BFC shall reasonably cooperate with PSB at PSB’s request, to obtain all consents, approvals, authorizations,

waivers or similar affirmations described on PSB Disclosure Schedule 3.13(c) or that are otherwise required to be obtained

under the terms of any PSB Material Contract in order to prevent the consummation of the transactions contemplated by this Agreement

from constituting a default under such PSB Material Contract or creating any lien, claim or charge upon any of the assets of PSB or any

of its Subsidiaries. Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices

or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the consent

of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the

response thereto from such Party, its Subsidiaries or its representatives). PSB will consult with BFC and its representatives as often

as practicable under the circumstances so as to permit PSB and BFC and their respective representatives to cooperate to take appropriate

measures to obtain such consents and avoid or mitigate any adverse consequences that may result from the foregoing.

Party shall have the right to review in advance, and, to the extent reasonably practicable, consult with the other Party, subject to

applicable Law, confidentiality obligations and regulatory requirements and without delaying any required filing, all information relating

to such Party or any of its Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Authority

in connection with the transactions contemplated by this Agreement.

Section 5.07         Publicity.

BFC and PSB shall consult

with each other before issuing any press release with respect to this Agreement or the transactions contemplated hereby and shall not

issue any such press release or make any such public statement without the prior consent of the other Party, which shall not be unreasonably

delayed or withheld; provided, however, that a party may, without the prior consent of the other party (but after such

consultation, to the extent practicable in the circumstances), issue such press release or make such public statements as may upon the

advice of counsel be required by Law or the rules and regulations of any stock exchanges. It is understood that BFC shall assume

primary responsibility for the preparation of joint press releases relating to this Agreement, the Merger and the other transactions

contemplated hereby.

Section 5.08         Access;

Current Information.

(a)           For

the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated

by this Agreement, upon reasonable notice and subject to applicable Laws, PSB agrees to afford BFC and its officers, employees, counsel,

accountants and other authorized representatives such access during normal business hours at any time and from time to time throughout

the period prior to the Effective Time to PSB’s and its Subsidiaries’ books, records (including, without limitation, Tax

Returns and work papers of independent auditors), information technology systems, business, properties and personnel and to such other

information relating to them as BFC may reasonably request and PSB shall use its commercially reasonable efforts to provide any appropriate

notices to employees and/or customers in accordance with applicable Law and PSB’s privacy policy and, during such period, PSB shall

furnish to BFC, upon BFC’s reasonable request, all such other information concerning the business, properties and personnel of

PSB and its Subsidiaries that is substantially similar in scope to the information provided to BFC in connection with its diligence review

prior to the date of this Agreement. BFC shall coordinate any such access in accordance with this Section 5.08(a) with

PSB’s President and Chief Executive Officer, Scott Cattanach and PSB’s Chief Financial Officer, Jessica Brown.

(b)           For

the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated

by this Agreement, during the period of time from the date of this Agreement to the Effective Time, upon reasonable notice and subject

to applicable Laws, BFC agrees to furnish to PSB such information as PSB may reasonably request concerning the business of BFC and its

Subsidiaries that is substantially similar in scope to the information provided to PSB in connection with its diligence review prior

to the date of this Agreement.

promptly as reasonably practicable after they become available, PSB will furnish to BFC copies of the board packages distributed to the

board of directors of PSB or any of its Subsidiaries, and minutes from the meetings thereof, copies of any internal management financial

control reports showing actual financial performance against plan and previous period, and copies of any reports provided to the board

of directors of PSB or any committee thereof relating to the financial performance and risk management of PSB.

(d)           During

the period from the date of this Agreement to the Effective Time, at the reasonable request of either Party, the other Party will cause

one or more of its designated representatives to confer with representatives of the requesting Party and to report the general status

of the ongoing operations of the other Party and its Subsidiaries. Without limiting the foregoing, PSB agrees to provide to BFC (i) a

copy of each report filed by PSB or any of its Subsidiaries with a Governmental Authority, (ii) a copy of PSB’s monthly loan

trial balance and (iii) a copy of PSB’s monthly statement of condition and profit and loss statement and, if requested by

BFC, a copy of PSB’s daily statement of condition and daily profit and loss statement, in each case, which shall be provided as

promptly as reasonably practicable after it is filed or prepared, as applicable. PSB further agrees to provide BFC, no later than ten

(10) Business Days following the end of each calendar month following the date hereof, any supplements to PSB Disclosure Schedule

3.20, PSB Disclosure Schedule 3.23(a) and PSB Disclosure Schedule 3.23(b) that would be required if the references

to March 31, 2026 in each corresponding representation and warranty of PSB were changed to the date of the most recently ended calendar

month.

(e)           No

investigation by a Party or its representatives shall be deemed to modify or waive any representation, warranty, covenant or agreement

of the other Party set forth in this Agreement, or the conditions to the respective obligations of BFC and PSB to consummate the transactions

contemplated hereby.

(f)           Notwithstanding

anything to the contrary in this Section 5.08, no Party shall be required to provide the other Party with any documents where

such access or disclosure would result in the waiver by it of the privilege protecting communications between it and any of its counsel,

where such access or disclosure would contravene any applicable Law or binding agreement entered into prior to the date of this Agreement

or involving information related to the negotiation, discussions or preparation of this Agreement. In the event any of the restrictions

in this Section 5.08(f) shall apply, such Party shall use its commercially reasonable efforts to provide appropriate

consents, waivers, decrees and approvals necessary to satisfy any confidentiality issues relating to documents prepared or held by third

parties (including work papers), and the Parties will make appropriate alternate disclosure arrangements, including adopting additional

specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws.

Section 5.09         No

Solicitation by PSB; Superior Proposals.

(a)           Except

as permitted by Section 5.09(b), PSB shall not, and shall cause its Subsidiaries and each of their respective officers, directors

and employees not to, and will not authorize any investment bankers, financial advisors, attorneys, accountants, consultants, affiliates

or other agents of PSB or any of PSB’s Subsidiaries (collectively, the “PSB Representatives”) to, directly

or indirectly, (i) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry,

offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (ii) participate in any

discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any Person (other than BFC)

any information or data with respect to PSB or any of its Subsidiaries or otherwise relating to an Acquisition Proposal; (iii) release

any Person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which PSB is a

party; or (iv) enter into any agreement, confidentiality agreement, agreement in principle or letter of intent with respect to any

Acquisition Proposal or approve or resolve to approve any Acquisition Proposal or any agreement, agreement in principle or letter of

intent relating to an Acquisition Proposal. Any violation of the foregoing restrictions by any of the PSB Representatives, whether or

not such PSB Representative is so authorized and whether or not such PSB Representative is purporting to act on behalf of PSB or otherwise,

shall be deemed to be a breach of this Agreement by PSB. PSB and its Subsidiaries shall, and shall cause each of the PSB Representatives

to, immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any Persons

with respect to any existing or potential Acquisition Proposal. PSB shall promptly (and in any event within one (1) Business Day

after the date hereof) terminate access by any such Person to any data room (virtual or actual) or other information repositories containing

information of or relating to PSB or its Subsidiaries.

For purposes of this Agreement,

“Acquisition Proposal” means any inquiry, offer or proposal (other than an inquiry, offer or proposal from

BFC), whether or not in writing, contemplating, relating to, or that could reasonably be expected to lead to, an Acquisition Transaction.

For purposes of this Agreement,

“Acquisition Transaction” means (A) any transaction or series of transactions involving any merger, consolidation,

recapitalization, share exchange, liquidation, dissolution or similar transaction involving PSB or any of its Subsidiaries; (B) any

transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition),

directly or indirectly, the assets of PSB or any of its Subsidiaries constituting, in the aggregate, 20% or more of the fair value of

the consolidated assets of PSB; (C) any issuance, sale or other disposition of (including by way of merger, consolidation, share

exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities)

representing 20% or more of the votes attached to the outstanding securities of PSB or any of its Subsidiaries; (D) any tender offer

or exchange offer that, if consummated, would result in any third party or group beneficially owning 20% or more of any class of equity

securities of PSB or any of its Subsidiaries; or (E) any transaction which is similar in form, substance or purpose to any of the

foregoing transactions, or any combination of the foregoing.

For purposes of this Agreement,

“Superior Proposal” means a bona fide, unsolicited Acquisition Proposal (i) that if consummated would

result in a third party (or in the case of a direct merger between such third party and PSB or any of its Subsidiaries, the shareholders

of such third party) acquiring, directly or indirectly, more than 50% of the outstanding PSB Common Stock or more than 50% of the assets

of PSB and its Subsidiaries (measured as a percentage of the fair value of the consolidated assets of PSB), taken as a whole, for consideration

consisting of cash and/or securities and (ii) that the board of directors of PSB reasonably determines in good faith, after consultation

with its outside financial advisor and outside legal counsel, (A) is reasonably capable of being completed, taking into account

all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the Person making

such Acquisition Proposal, and (B) taking into account any changes to this Agreement proposed by BFC in response to such Acquisition

Proposal, as contemplated by Section 5.09(c), and all financial, legal, regulatory and other aspects of such takeover proposal,

including all conditions contained therein and the Person making such proposal, is more favorable to the shareholders of PSB from a financial

point of view than the Merger.

(b)           Notwithstanding

Section 5.09(a) or any other provision of this Agreement, prior to the date of the PSB Meeting, PSB may take any of

the actions described in Section 5.09(a) if, but only if, (i) PSB has received a bona fide unsolicited written

Acquisition Proposal that did not result from a breach of Section 5.09(a); (ii) the board of directors of PSB reasonably

determines in good faith, after consultation with and having considered the advice of its outside financial advisor and outside legal

counsel, that (A) such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and (B) the

failure to take such actions would cause it to violate its fiduciary duties to PSB’s shareholders under applicable Law; (iii) PSB

has provided BFC with at least three (3) Business Days’ prior notice of such determination; and (iv) prior to furnishing

or affording access to any information or data with respect to PSB or any of its Subsidiaries or otherwise relating to an Acquisition

Proposal, PSB receives from such Person a confidentiality agreement with terms no less favorable to PSB than those contained in the confidentiality

agreement with BFC. PSB shall provide BFC with at least three (3) Business Days’ prior written notice before entering into

any such confidentiality agreement. For the avoidance of doubt, PSB shall not enter into any confidentiality agreement that provides

any Person with exclusive rights to negotiate with PSB or that otherwise prohibits PSB from complying with its obligations under this

Section 5.09. PSB shall promptly provide to BFC any non-public information regarding PSB or its Subsidiaries provided to

any other Person which was not previously provided to BFC, such additional information to be provided no later than the date of provision

of such information to such other party.

shall promptly (and in any event within twenty-four (24) hours) notify BFC in writing if any proposals or offers are received by, any

information is requested from, or any negotiations or discussions are sought to be initiated or continued with, PSB or the PSB Representatives,

in each case in connection with any Acquisition Proposal, and such notice shall indicate the name of the Person initiating such discussions

or negotiations or making such proposal, offer or information request and the material terms and conditions of any proposals or offers

and, in the case of written materials relating to such proposal, offer, information request, negotiations of discussion, providing copies

of such materials (including e-mails or other electronic communications), except to the extent such materials constitute confidential

information of the party making such offer or proposal under an effective confidentiality agreement. PSB agrees that it shall keep BFC

informed, on a reasonably current basis, of the status and terms of any such proposal, offer, information request, negotiations or discussions

(including any amendments or modifications to such proposal, offer or request).

(d)           Except

as set forth in Section 5.09(e), neither the board of directors of PSB nor any committee thereof shall (i) withdraw,

qualify, amend or modify, or propose to withdraw, qualify, amend or modify, in a manner adverse to BFC in connection with the transactions

contemplated by this Agreement (including the Merger), the PSB Recommendation; (ii) fail to reaffirm the PSB Recommendation within

three (3) Business Days following a request by BFC, or make any statement, filing or release, in connection with the PSB Meeting

or otherwise, inconsistent with the PSB Recommendation (it being understood that taking a neutral position or no position with respect

to an Acquisition Proposal shall be considered an adverse modification of the PSB Recommendation); (iii) approve or recommend, or

propose to approve or recommend, any Acquisition Proposal; or (iv) enter into (or cause PSB or any of its Subsidiaries to enter

into) any letter of intent, agreement in principle, acquisition agreement or other agreement (A) related to any Acquisition Transaction

(other than a confidentiality agreement entered into in accordance with the provisions of Section 5.09(b)) or (B) requiring

PSB to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement.

(e)           Notwithstanding

Section 5.09(d), prior to the date of the PSB Meeting, the board of directors of PSB may withdraw, qualify, amend or modify

the PSB Recommendation (a “PSB Subsequent Determination”) or terminate this Agreement in order to concurrently

enter into an Agreement with respect to a Superior Proposal, after the fifth (5th) Business Day following BFC’s receipt

of a notice (the “Notice of Superior Proposal”) from PSB advising BFC that the board of directors of PSB has

decided (in good faith after consultation with its outside legal counsel and financial advisor) that a bona fide unsolicited written

Acquisition Proposal that it received (that did not result from a breach of Section 5.09(a)) constitutes a Superior Proposal

if, but only if, (i) the board of directors of PSB has determined in good faith, after consultation with and having considered the

advice of outside legal counsel and its financial advisor, that the failure to take such actions would cause it to violate its fiduciary

duties to PSB’s shareholders under applicable Law, (ii) during the five (5) Business Day period after receipt of the

Notice of Superior Proposal by BFC (the “Notice Period”), PSB and the board of directors of PSB shall have

cooperated and negotiated in good faith with BFC to make such adjustments, modifications or amendments to the terms and conditions of

this Agreement as would enable PSB to proceed with the PSB Recommendation without a PSB Subsequent Determination; provided, however,

that BFC shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement

and (iii) at the end of the Notice Period, after taking into account any such adjusted, modified or amended terms as may have been

proposed by BFC since its receipt of such Notice of Superior Proposal, the board of directors of PSB has again in good faith made the

determination (A) in clause (i) of this Section 5.09(e) and (B) that such Acquisition Proposal constitutes

a Superior Proposal. In the event of any material revisions to the Superior Proposal, PSB shall be required to deliver a new Notice of

Superior Proposal to BFC and again comply with the requirements of this Section 5.09(e), except that the Notice Period shall

be reduced to three (3) Business Days.

(f)           Nothing

contained in this Section 5.09 shall prohibit PSB or the board of directors of PSB from complying with PSB’s obligations

required under Rule 14e-2(a) promulgated under the Exchange Act; provided, however, that any such disclosure

relating to an Acquisition Proposal (other than a “stop, look and listen” or similar communication of the type contemplated

by Rule 14d-9(f) under the Exchange Act) shall be deemed a change in the PSB Recommendation unless the board of directors of

PSB reaffirms the PSB Recommendation in such disclosure.

(g)           Notwithstanding

any PSB Subsequent Determination, this Agreement shall be submitted to PSB’s shareholders at the PSB Meeting for the purpose of

voting on the approval of this Agreement and the transactions contemplated hereby (including the Merger) and nothing contained herein

shall be deemed to relieve PSB of such obligation, provided, however, that if the board of directors shall have made a PSB Subsequent

Determination with respect to a Superior Proposal and this Agreement has been terminated pursuant to Section 7.01(f) or

Section 7.01(g), the board of directors of PSB may recommend approval of such Superior Proposal by the shareholders of PSB.

Section 5.10         Indemnification.

(a)           For

a period of six (6) years from and after the Effective Time, and in any event subject to the provisions of Section 5.10(b),

BFC shall indemnify and hold harmless the present and former directors and officers of PSB and its Subsidiaries (each an “Indemnified

Party”), against all costs, expenses (including reasonable attorney’s fees), judgments, fines, losses, claims, damages

or liabilities or amounts that are paid in settlement (which settlement shall require the prior written consent of BFC, which consent

shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal,

administrative or investigative (each a “Claim”), arising out of actions or omissions of such persons in the

course of performing their duties for PSB or any of its Subsidiaries occurring at or before the Effective Time (including the Merger

and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective

Time, to the same extent permitted under the organizational documents of PSB and its Subsidiaries in effect on the date of this Agreement

to the extent permitted by applicable Law; provided, however, that notwithstanding anything to the contrary contained in the organizational

documents of PSB or its Subsidiaries, BFC shall have no obligation to provide indemnification under this paragraph (a) to any Indemnified

Party for any Excluded Claim.

(b)           Any

Indemnified Party wishing to claim indemnification under this Section 5.10 shall promptly notify BFC upon learning of any

Claim, provided that, failure to so notify shall not affect the obligation of BFC under this Section 5.10, unless,

and only to the extent that, BFC is materially prejudiced in the defense of such Claim as a consequence. In the event of any such Claim

(whether asserted or claimed prior to, at or after the Effective Time), (i) BFC shall have the right to assume the defense thereof

and BFC shall not be liable to such Indemnified Parties for any legal expenses or other counsel or any other expenses subsequently incurred

by such Indemnified Parties in connection with the defense thereof, except that if BFC elects not to assume such defense or counsel for

the Indemnified Party reasonably advised the Indemnified Party that there are material issues that raise conflicts of interest between

BFC and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to it, and BFC shall pay the reasonable

fees and expenses of such counsel for the Indemnified Party, (ii) the Indemnified Parties will cooperate in the defense of any such

matter, (iii) BFC shall not be liable for any settlement effected without its prior written consent and (iv) BFC shall have

no obligation hereunder to any Indemnified Party if such indemnification would be in violation of any applicable federal or state banking

Laws or regulations, or in the event that a federal or state banking agency or a court of competent jurisdiction shall determine that

indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable Laws and regulations, whether or

not related to banking Laws.

a period of six (6) years following the Effective Time, BFC will maintain director’s and officer’s liability insurance

(herein, “D&O Insurance”) that serves to reimburse the present and former officers and directors of PSB

or its Subsidiaries (determined as of the Effective Time) with respect to claims against such directors and officers arising from facts

or events occurring before the Effective Time (including the transactions contemplated hereby), which insurance will contain at least

the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Party, as that coverage currently

provided by PSB; provided that, if BFC is unable to maintain or obtain the insurance called for by this Section 5.10,

BFC shall use its commercially reasonable efforts to provide as much comparable insurance as is reasonably available (subject to the

limitations described below in this Section 5.10(c)); and provided, further, that officers and directors of

PSB or its Subsidiaries may be required to make application and provide customary representations and warranties to the carrier of the

D&O Insurance for the purpose of obtaining such insurance. In no event shall BFC be required to expend for such tail insurance a

premium amount in excess of an amount equal to 200% of the annual premiums paid by PSB for D&O Insurance in effect as of the date

of this Agreement (the “Maximum D&O Tail Premium”). If the cost of such tail insurance exceeds the Maximum

D&O Tail Premium, BFC shall obtain tail insurance coverage or a separate tail insurance policy with the greatest coverage available

for a cost not exceeding the Maximum D&O Tail Premium.

(d)           Any

indemnification payments made pursuant to this Section 5.10 are subject to and conditioned upon their compliance with Section 18(k) of

the Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the regulations promulgated by the FDIC (12 C.F.R. Part 359).

(e)           This

Section 5.10 shall survive the Effective Time, is intended to benefit each PSB Indemnified Party (each of whom shall be entitled

to enforce this Section against BFC), and shall be binding on all successors and assigns of BFC.

(f)           If

BFC or any of its successors and assigns (i) shall consolidate with or merge into any other corporation or entity and shall not

be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially

all of its property and assets to any individual, corporation or other entity, then, in each such case, proper provision shall be made

so that the successors and assigns of BFC and its Subsidiaries shall assume the obligations set forth in this Section 5.10.

Section 5.11         Employees;

Benefit Plans.

(a)           Following

the Effective Time, for a period the earlier of (i) six (6) months or (ii) as long as an employee of PSB is a Covered

Employee (as defined below), BFC shall maintain or cause to be maintained employee benefit plans for the benefit of employees who are

full time employees of PSB on the Closing Date and who become full-time employees of BFC (“Covered Employees”)

that provide employee benefits which, in the aggregate, are substantially comparable to the employee benefits and cash-based compensation

opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of BFC; provided,

however, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of BFC. BFC shall

give the Covered Employees credit for their prior service with PSB for purposes of eligibility (including initial participation and eligibility

for current benefits) and vesting under any employee benefit plan maintained by BFC and in which Covered Employees may be eligible to

participate.

(b)           With

respect to any employee benefit plan of BFC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible

to participate, for the plan year that includes the Closing, if Covered Employees are eligible to participate in such plans, BFC shall

use commercially reasonable efforts to cause any pre-existing condition limitations, eligibility waiting periods or evidence of insurability

requirements under such BFC plan to be waived with respect to such Covered Employee and his or her covered dependents to the extent such

condition was or would have been covered under the PSB Benefit Plan in which such Covered Employee participated immediately prior to

the Effective Time.

the Effective Time, Bank First shall credit each Covered Employee with an amount of paid time off equal to such Covered Employee’s

accrued but unused paid time off at Peoples State Bank (“Carryover PTO”), provided that, to the extent permitted

by applicable Law, (i) Bank First may allocate the Carryover PTO and between vacation leave and sick leave in its discretion, and

(ii) Carryover PTO shall be limited to eighty (80) hours per year for hourly employees, and salaried employees will not be allowed

any Carryover PTO; provided that, PSB shall cause Peoples State Bank to pay out any accrued but unused paid time off up to 40

hours for salaried employees.

(d)           PSB

shall cause Peoples State Bank to take all necessary actions to terminate the Peoples State Bank Profit Sharing 401(k) Plan (“PSB

401(k) Plan”), effective as the date immediately preceding the Effective Time, subject to the occurrence of the Effective

Time. PSB shall provide BFC with evidence that the PSB 401(k) Plan has been terminated and provide copies of the appropriate resolutions

terminating the plan (the form and substance of which shall be subject to review and approval by BFC, which will not be unreasonably

withheld) not later than three (3) days prior to the Effective Time. The accounts of all participants and beneficiaries in the PSB

401(k) Plan shall become fully vested upon termination of such plan.

(e)           Prior

to the Effective Time, PSB shall take, and shall cause its Subsidiaries to take, all actions requested by BFC that may be necessary or

appropriate to, conditioned on the occurrence of the Effective Time, (i) cause one or more PSB Benefits Plans not covered above

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 PSB 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 PSB

Benefit Plan for such period as may be requested by BFC, or (iv) facilitate the merger of any PSB Benefit Plan into any employee

benefit plan maintained by BFC. All resolutions, notices, or other documents issued, adopted or executed in connection with the implementation

of this Section 5.11(e) shall be subject to BFC’s reasonable prior review and approval, which shall not be unreasonably

withheld, conditioned or delayed.

(f)           Except

for any employee listed on PSB Disclosure Schedule 5.11(f), any employee of PSB or Peoples State Bank that does not become an

employee of Bank First at the Effective Time (other than for cause, death, disability, normal retirement or voluntarily resignation)

shall receive a severance payment calculated in accordance with the policy set forth in BFC Disclosure Schedule 5.11(f).

(g)           BFC

will establish a retention bonus pool, in an amount to be determined in the sole discretion of BFC in order to encourage certain PSB

employees that are not party to an employment, change-in-control or similar agreement and otherwise as selected in the discretion of

BFC after good faith consultation with PSB to remain employed with BFC, thereby assisting BFC with continuity planning following the

announcement and consummation of the transactions contemplated by this Agreement.

(h)           BFC

will establish a retention bonus pool, in an amount to be determined in the sole discretion of BFC, in order to encourage certain PSB

employees that are not party to an employment, change-in-control or similar agreement and otherwise and are identified by mutual agreement

of PSB and BFC to remain employed with PSB through the Effective Time.

(i)           Nothing

in this Section 5.11 shall be construed to limit the right of BFC (including, following the Closing Date, PSB) to amend or

terminate any PSB Benefit Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms

of the applicable plan, nor shall anything in this Section 5.11 be construed to require BFC (including, following the Closing

Date, PSB) to retain the employment of any particular Covered Employee for any fixed period of time following the Closing Date, and the

continued retention (or termination) by BFC of any Covered Employee subsequent to the Effective Time shall be subject in all events to

BFC’s normal and customary employment procedures and practices, including customary background screening and evaluation procedures

and satisfactory employment performance.

(j)           For

purposes of this Section 5.11, (i) “employees of PSB” shall include employees of PSB or any of its Subsidiaries,

(ii) “employees of BFC” shall include employees of BFC or any of its Subsidiaries, (iii) all references to PSB

shall include each of the Subsidiaries of PSB (iv) all references to BFC shall include each of the Subsidiaries of BFC.

Section 5.12         Notification

of Certain Changes.

BFC and PSB shall promptly

advise the other Party of any change or event having, or which could reasonably be expected to have, a Material Adverse Effect or which

it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its or its respective Subsidiaries’

representations, warranties or covenants contained herein and PSB shall provide on a periodic basis written notice to BFC of any matters

that PSB becomes aware of that should be disclosed on a supplement or amendment to the PSB Disclosure Schedule; provided, that

any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.12

or the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03 to be satisfied,

or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case unless the underlying breach

would independently result in a failure of the conditions set forth in Section 6.01, Section 6.02 or Section 6.03

to be satisfied.

Section 5.13         Transition;

Informational Systems Conversion.

From and after the date hereof,

BFC and PSB will use their commercially reasonable efforts to facilitate the integration of PSB with the business of BFC following consummation

of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing

and related electronic informational systems of PSB and each of its Subsidiaries (the “Informational Systems Conversion”)

to those used by BFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements

of PSB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software

licenses used by PSB and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants

and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary

or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable

following the Effective Time. Upon written request, BFC shall promptly reimburse PSB for any reasonable and documented out-of-pocket

fees, expenses or charges that PSB may incur as a result of taking, at the request of BFC, any action prior to the Effective Time to

facilitate the Informational Systems Conversion.

Section 5.14         Termination

of Contracts.

Prior to the Calculation

Date and in accordance with this Section 5.14, PSB will take all actions necessary to accrue any and all costs, fees, expenses,

contract payments, penalties or liquidated damages necessary to be paid in connection with the termination of each PSB Material Contract

listed on BFC Disclosure Schedule 5.14 (unless BFC otherwise directs PSB not to terminate such contract), and any other contract

or agreement requested by BFC to be amended, modified or terminated (collectively, the “Terminated Contracts”).

Section 5.15         No

Control of Other Party’s Business.

Nothing contained in this

Agreement shall give BFC, directly or indirectly, the right to control or direct the operations of PSB or its Subsidiaries prior to the

Effective Time, and nothing contained in this Agreement shall give PSB, directly or indirectly, the right to control or direct the operations

of BFC or its Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of PSB and BFC shall exercise, consistent with

the terms and conditions of this Agreement, control and supervision over its and its Subsidiaries’ respective operations.

Section 5.16         Certain

Litigation.

Each Party shall promptly

advise the other Party orally and in writing of any actual or threatened shareholder litigation against such Party or any of its Subsidiaries

and/or the members of the board of directors of PSB or the board of directors of BFC related to this Agreement or the Merger and the

other transactions contemplated by this Agreement. PSB shall: (i) permit BFC to review and discuss in advance, and consider in good

faith the views of BFC in connection with, any proposed written or oral response to such shareholder litigation; (ii) furnish BFC’s

outside legal counsel with all non-privileged information and documents which outside counsel may reasonably request in connection with

such shareholder litigation; (iii) consult with BFC regarding the defense or settlement of any such shareholder litigation, shall

give due consideration to BFC’s advice with respect to such shareholder litigation and shall not settle any such litigation prior

to such consultation and consideration, and no other such settlement shall be agreed without BFC’s prior written consent (such

consent not to be unreasonably withheld, conditioned or delayed).

Section 5.17         Director

and Executive Officer Resignations.

PSB will cause to be delivered

to BFC resignations of all the directors and executive officers of PSB and its Subsidiaries, such resignations to be effective as of

the Effective Time.

Section 5.18         Non-Competition

and Non-Disclosure Agreement.

Concurrently with the execution

and delivery of this Agreement and effective upon Closing, PSB has caused each director of PSB and Peoples State Bank to execute and

deliver the Non-Competition and Non-Disclosure Agreement in the form attached hereto as Exhibit C (collectively, the “Director

Restrictive Covenant Agreements”).

Section 5.19         Claims

Letters.

Concurrently with the execution

and delivery of this Agreement and effective upon the Closing, PSB has caused each director and executive officer of PSB and Peoples

State Bank listed on PSB Disclosure Schedule 5.19 to execute and deliver the Claims Letter in the form attached hereto as Exhibit D

(collectively, the “Claims Letters”).

Section 5.20         Corporate

Governance.

Within a reasonable period

of time after the Closing, no later than the date of BFC’s 2027 Annual Shareholder Meeting, BFC shall take all appropriate action

to increase the number of directors constituting the BFC board by one (1), and shall appoint one (1) member of the PSB board of

directors, such director to be determined by BFC in its discretion (the “PSB Director”); provided however,

that PSB Director meets BFC’s standards for directors, complies with and be subject to BFC’s corporate governance policies,

and qualifies as an “independent director,” as such term is defined in NASDAQ Marketplace Rule 5605(a)(2).

Section 5.21         Trust

Preferred Securities.

Prior to the Effective Time,

BFC and PSB shall take all actions necessary for BFC to enter into, and BFC shall enter into, supplemental indentures with the trustee

of the indentures for PSB’s outstanding floating rate capital securities issued in connection with the issuance of the trust securities

of Waukesha Statutory Trust I and PSB Holdings Statutory Trust in order to evidence the assumption by BFC of such capital securities

as of the Effective Time. The form of the supplemental indenture shall be reasonably acceptable to BFC.

Section 5.22         Coordination.

(a)           Prior

to the Effective Time, subject to applicable Laws, PSB and its Subsidiaries shall take any actions BFC may reasonably request from time

to time to better prepare the parties for integration of the operations of PSB and its Subsidiaries with BFC and its Subsidiaries, respectively.

Without limiting the foregoing, senior officers of PSB and BFC shall meet from time to time as BFC may reasonably request, and in any

event not less frequently than monthly, to review the financial and operational affairs of PSB and its Subsidiaries, and PSB shall give

due consideration to BFC’s input on such matters, with the understanding that, notwithstanding any other provision contained in

this Agreement, neither BFC nor Bank First shall under any circumstance be permitted to exercise control of PSB or any of its Subsidiaries

prior to the Effective Time. PSB shall permit representatives of Bank First to be onsite at PSB to facilitate integration of operations

and assist with any other coordination efforts as necessary, provided such efforts shall be done without undue disruption to Peoples

State Bank’s business, during normal business hours and at the expense of BFC or Bank First (not to include Peoples State Bank’s

regular employee payroll).

(b)           Prior

to the Effective Time, subject to applicable Laws, PSB and its Subsidiaries shall take any actions BFC may reasonably request in connection

with negotiating any amendments, modifications or terminations of any Leases or PSB Material Contracts that BFC may request, including,

but not limited to, actions necessary to cause any such amendments, modifications or terminations to become effective prior to (to the

extent that the conditions set forth in Article VI of this Agreement have already been satisfied), or immediately upon, the

Closing, and shall cooperate with BFC and will use its commercially reasonable efforts to negotiate specific provisions that may be requested

by BFC in connection with any such amendment, modification or termination.

and after the date hereof, subject to applicable Laws, the parties shall reasonably cooperate (provided that the parties shall cooperate

to reasonably minimize disruption to PSB’s or its Subsidiaries’ respective businesses) with the other in preparing for the

prompt conversion or consolidation of systems and business operations promptly after the Effective Time (including by entering into customary

confidentiality, non-disclosure and similar agreements with the other party and appropriate service providers) and PSB shall, upon BFC’s

reasonable request, introduce BFC and its representatives to suppliers of PSB and its Subsidiaries for the purpose of facilitating the

integration of PSB and its business into that of BFC. In addition, after satisfaction of the conditions set forth in Section 6.01(a) and

Section 6.01(b), subject to applicable Laws, PSB shall, upon BFC’s reasonable request, introduce BFC and its representatives

to customers of PSB and its Subsidiaries for the purpose of facilitating the integration of PSB and its business into that of BFC. Any

interaction between BFC and PSB’s and any of its Subsidiaries’ customers and suppliers shall be coordinated by PSB. PSB shall

have the right to participate in any discussions between BFC and PSB’s customers and suppliers.

(d)           BFC

and PSB agree to take all action necessary and appropriate to cause Peoples State Bank to merge with Bank First in accordance with applicable

Laws and the terms of the Plan of Bank Merger immediately following the Effective Time or as promptly as practicable thereafter.

(e)           Without

limiting the foregoing, upon BFC’s reasonable request, PSB and Peoples State Bank shall, prior to the Closing Date, dispose of

any assets held by PSB or Peoples State Bank that BFC determines would be impermissible investments for BFC or Bank First; provided,

however, that PSB nor Peoples State Bank shall not be required to dispose any such assets until the receipt of Regulatory Approvals; provided,

further, that any losses incurred with respect to such disposals shall not reduce or impact the calculation of the PSB Tangible Common

Book Value.

Section 5.23         Transactional

Expenses.

PSB has provided in PSB

Disclosure Schedule 3.36 a reasonable good faith estimate of costs and fees that PSB and its Subsidiaries expect to pay to retained

representatives in connection with the transactions contemplated by this Agreement, exclusive of any costs that may be incurred by PSB

as a result of any litigation which may arise in connection with this Agreement (collectively, “PSB Expenses”).

PSB shall use its commercially reasonable efforts to cause the aggregate amount of all PSB Expenses to not exceed the total expenses

disclosed in PSB Disclosure Schedule 3.36. PSB shall promptly notify BFC if or when it determines that it expects to exceed its

total budget for PSB Expenses. Notwithstanding anything to the contrary in this Section 5.23, PSB shall not incur any investment

banking, brokerage, finders or other similar financial advisory fees in connection with the transactions contemplated by this Agreement

other than those expressly set forth in PSB Disclosure Schedule 3.36.

Section 5.24         Confidentiality.

Prior to the execution of

this Agreement and prior to the consummation of the Merger, subject to applicable Laws, each of BFC and PSB, and their respective Subsidiaries,

affiliates, officers, directors, agents, employees, consultants and advisors have provided, and will continue to provide one another

with information which may be deemed by the party providing the information to be non-public, proprietary and/or confidential, including,

but not limited to, trade secrets of the disclosing party. Each Party agrees that it will, and will cause its representatives to, hold

any information obtained pursuant to this Article V in accordance with the terms of that certain mutual confidentiality and

nondisclosure agreement, dated as of April 27, 2026 between BFC and PSB.

Section 5.25         Termination

and Conversion Costs.

PSB shall contact the counterparty

to each of the agreements set forth in PSB Disclosure Schedule 5.25 (the “Designated Contracts”) prior

to the Closing Date and obtain a written statement from such Person setting forth the amount of any fees that would be payable by BFC

(as successor to PSB) to (a) terminate each such agreement following the Closing (the “Termination Costs”)

and (b) to convert the services contemplated thereby to BFC’s preferred vendors (the “Conversion Costs”).

Section 5.26         Tax

Matters.

(a)           The

Parties intend that each of the Merger and the Bank Merger shall each qualify as a “reorganization” within the meaning of

Section 368(a) of the Code and that this Agreement constitutes a “plan of reorganization” within the meaning of

Section 1.368-2(g) of the Regulations. Except as expressly contemplated or permitted by this Agreement, from and after the

date of this Agreement, each of BFC and PSB shall use their respective reasonable best efforts to cause each of the Merger and the Bank

Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and will not take any

action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act

is intended or is reasonably likely to prevent either the Merger or the Bank Merger from qualifying as a “reorganization”

within the meaning of Section 368(a) of the Code. Each of BFC and PSB shall execute and deliver to Alston & Bird LLP

and Boardman Clark LLP certificates as to certain factual matters, in form and substance reasonably acceptable to such firms and at such

time or times as may be reasonably requested by such firms, including at the time the Registration Statement (or amendment thereto, as

applicable) is filed with the SEC and the Effective Time, in connection with each firm’s delivery of its tax opinion pursuant to

Section 6.01(e).

(b)           Within

forty-five days (45) of the Effective Time or, if earlier, January 15 of the year following the calendar year in which the Effective

Time occurs, BFC shall comply with the reporting requirements of Section 1.6045B-1 of the Regulations.

shall prepare and file or cause to be prepared and filed, all Tax Returns for PSB and its Subsidiaries for all periods ending on or prior

to the Closing Date that are due to be filed after the Closing Date.

Section 5.27         Takeover

Statutes. None of BFC, PSB or their respective boards of directors shall take any action that would cause any “moratorium,”

“control share,” “fair price,” “affiliate transaction,” “shareholder protection,” “anti-greenmail,”

“business combination” or other antitakeover Laws of the State of Wisconsin or of any other state that are applicable to

the transactions contemplated by this Agreement (any of the foregoing, “Takeover Statutes”) to become applicable

to this Agreement, the Merger or any of the other transactions contemplated hereby, and each shall take all reasonably necessary steps

to exempt (or ensure the continued exemption of) the Merger and the other transactions contemplated hereby from any applicable Takeover

Statute now or hereafter in effect. If any Takeover Statute may become, or may purport to be, applicable to the transactions contemplated

hereby, each Party and the members of its board of directors will grant such approvals and take such actions as are necessary so that

the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act

to eliminate or minimize the effects of any Takeover Statute on any of the transactions contemplated hereby, including, if necessary,

challenging the validity or applicability of any such Takeover Statute.

Section 5.28         Dissolution

of Non-Bank Subsidiary.

PSB shall take all actions

and submit all filings necessary to fully dissolve PSB’s Subsidiaries listed on PSB Disclosure Schedule 5.28, such dissolution

to be effective as of the Effective Time or immediately prior to the Effective Time.

Section 5.29         FINRA

Compliance.

PSB shall take all actions

and submit all filings necessary to ensure compliance by PSB with Securities Exchange Act Rule 10b-17 and FINRA Rule 6490.

Section 5.30         Dividends.

After the date of this Agreement,

PSB shall coordinate with BFC the declaration of any dividend in respect of PSB Common Stock or PSB Preferred Stock and the record date

and payment date relating thereto, it being the intention of the parties hereto that Holders of PSB Common Stock and PSB Preferred Stock

shall not receive two (2) dividends in any quarter with respect to their shares of PSB Common Stock or PSB Preferred Stock and any

shares of BFC Common Stock or BFC Preferred Stock any such Holder receives in exchange therefor in the Merger.

Section 5.31         Articles

of Designation.

On or before the Effective

Time, BFC agrees to file the Articles of Designation with the Wisconsin Secretary of State creating the BFC Preferred Stock in accordance

with Section 2.01(e).

Section 5.32         PSB

Preferred Stock.

From and after the date of

this Agreement and for a period of forty-five (45) days thereafter, PSB shall, and shall cause its Subsidiaries, representatives and

Affiliates to, reasonably cooperate with BFC to assist BFC in identifying and contacting each Holder of existing and outstanding shares

of PSB Preferred Stock. It is understood that BFC shall thereafter pursue the negotiation and execution of agreements with one or more

such Holders providing for the purchase of their PSB Preferred Stock (any such transaction, which shall close at the Effective Time,

a “Preferred Stock Transaction”), on such terms as may be agreed by BFC and the applicable Holder of PSB Preferred

Stock. Upon the expiration of such forty-five (45) day period, BFC shall either (i) certify to PSB that BFC has entered into binding

and enforceable agreements to purchase, at the Effective Time, all outstanding shares of PSB Preferred Stock, and shall provide PSB with

copies of such agreements, or (ii) notify PSB that BFC intends to include in the Registration Statement BFC Preferred Stock such

that, at the Effective Time, each share of PSB Preferred Stock held by such Holder shall be converted into the right to receive the applicable

series of BFC Preferred Stock in the manner and on the terms set forth in Article II of this Agreement. Nothing in this Section shall

obligate BFC to consummate any Preferred Stock Transaction, and the failure to consummate any such transaction shall not relieve either

party of its obligation to consummate the Merger in accordance with the terms of this Agreement.

Article VI

CONDITIONS

TO CONSUMMATION OF THE MERGER

Section 6.01         Conditions

to Obligations of the Parties to Effect the Merger.

The respective obligations

of the Parties to consummate the Merger are subject to the fulfillment or, to the extent permitted by applicable Law, written waiver

by the Parties prior to the Closing Date of each of the following conditions:

(a)           Shareholder

Vote. This Agreement and the transactions contemplated hereby, as applicable, shall have received the Requisite PSB Shareholder Approval

at the PSB Meeting.

(b)           Regulatory

Approvals; No Burdensome Condition. All Regulatory Approvals and all other consents and approvals of a Governmental Authority required

to consummate the Merger and the Bank Merger in the manner contemplated herein shall have been obtained and shall remain in full force

and effect and all statutory waiting periods in respect thereof, if any, shall have expired or been terminated, and no such Regulatory

Approval includes or contains, or shall have resulted in the imposition of, any Burdensome Condition.

Injunctions or Restraints; Illegality. No judgment, order, injunction or decree issued by any court or agency of competent jurisdiction

or other legal restraint or prohibition preventing the consummation of any of the transactions contemplated hereby shall be in effect.

No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental

Authority that prohibits or makes illegal the consummation of any of the transactions contemplated hereby.

(d)           Effective

Registration Statement. The Registration Statement shall have become effective and no stop order suspending the effectiveness of

the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the

SEC or any other Governmental Authority.

(e)           Tax

Opinions Relating to the Merger. BFC and PSB shall have received opinions from Alston & Bird LLP and Boardman Clark LLP,

respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to BFC and PSB, respectively, to the effect

that, on the basis of the facts, representations and assumptions set forth in such opinions, the Merger will be treated for federal income

tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions,

Alston & Bird LLP and Boardman Clark LLP may require and rely upon representations as to certain factual matters contained in

certificates of officers of each of BFC and PSB, in form and substance reasonably acceptable to such counsel.

(f)           Trading

Market Listing. Shares of BFC Common Stock to be issued in connection with the Merger shall have been approved for listing on the

Trading Market.

Section 6.02         Conditions

to Obligations of PSB.

The obligations of PSB to

consummate the Merger also are subject to the fulfillment or written waiver by PSB prior to the Closing Date of each of the following

conditions:

(a)           Representations

and Warranties. The representations and warranties of BFC (i) set forth in Section 4.09 shall be true and correct

in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date,

(ii) set forth in Section 4.01, Section 4.02, Section 4.03(a), Section 4.04, Section 4.08

and Section 4.12 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing

Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which

case as of such date) and (iii) set forth in this Agreement, other than those sections specifically identified in clauses (i) or

(ii) of this Section 6.02(a), shall be true and correct (disregarding all qualifications or limitations as to “materiality,”

“Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing

Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which

case as of such date), except, in the case of this clause (iii), where the failure to be true and correct would not, individually or

in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to BFC. PSB shall have received a certificate

signed on behalf of BFC by the Chief Executive Officer or the Chief Financial Officer of BFC to the foregoing effect.

(b)           Performance

of Obligations of BFC. BFC shall have performed and complied with all of its obligations under this Agreement in all material respects

at or prior to the Closing Date except where the failure of the performance of, or compliance with, such obligation has not had and does

not have a Material Adverse Effect on BFC, and PSB shall have received a certificate, dated the Closing Date, signed on behalf of BFC

by its Chief Executive Officer and the Chief Financial Officer to such effect.

Material Adverse Effect. Since the date of this Agreement (i) no change or event has occurred which has resulted in BFC or Bank

First being subject to a Material Adverse Effect and (ii) no condition, event, fact, circumstance or other occurrence has occurred

that may reasonably be expected to have or result in such parties being subject to a Material Adverse Effect.

Section 6.03         Conditions

to Obligations of BFC.

The obligations of BFC to

consummate the Merger also are subject to the fulfillment or written waiver by BFC prior to the Closing Date of each of the following

conditions:

(a)           Representations

and Warranties. The representations and warranties of PSB (i) set forth in Section 3.02(a) and Section 3.10(b) shall

be true and correct in all respects (with respect to Section 3.02(a), other than de minimis inaccuracies, it being

agreed that for purposes of Section 3.02(a), any inaccuracy in which the applicable amounts as of a date of determination

exceed the amounts set forth in Section 3.02(a) by no more than 1% shall be deemed de minimis) as of the date

of this Agreement and as of the Closing Date as though made as of the Closing Date, (ii) set forth in the first sentence of Section 3.01,

Section 3.04(a), Section 3.05, Section 3.15 and Section 3.35 shall be true and correct

in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing

Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iii) set forth in this Agreement,

other than those sections specifically identified in clauses (i) or (ii) of this Section 6.03(a), shall be true

and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and

words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though

made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the

case of this clause (iii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect with respect to PSB. BFC shall have received a certificate signed on behalf of PSB by the Chief Executive

Officer or the Chief Financial Officer of PSB to the foregoing effect.

(b)           Performance

of Obligations of PSB. PSB shall have performed and complied with all of its obligations under this Agreement in all material respects

at or prior to the Closing Date, and BFC shall have received a certificate, dated the Closing Date, signed on behalf of PSB by PSB’s

Chief Executive Officer and Chief Financial Officer, to such effect.

Material Adverse Effect. Since the date of this Agreement (i) no change or event has occurred which has resulted in PSB or any

of its Subsidiaries being subject to a Material Adverse Effect and (ii) no condition, event, fact, circumstance or other occurrence

has occurred that may reasonably be expected to have or result in such parties being subject to a Material Adverse Effect.

(d)           Plan

of Bank Merger. Except as otherwise contemplated by Section 1.04, the Plan of Bank Merger shall have been executed and

delivered.

(e)           Dissenting

Shares. Dissenting Shares shall be less than 5% of the issued and outstanding shares of PSB Common Stock.

(f)           Employee

Benefit Plans. Notwithstanding the requirement of Section 6.03(b), PSB and its Subsidiaries shall have performed and

complied with all of its obligations set forth in Section 5.11 in all material respects prior to the Closing Date.

(g)           Consents

and Approvals. PSB has received, in form and substance satisfactory to PSB and BFC, all consents, approvals, waivers and other assurances

from all non-governmental third parties which are required to be obtained under the terms of any contract, agreement or instrument to

which PSB or any of its Subsidiaries is a party or by which any of their respective properties is bound in order to prevent the consummation

of the transactions contemplated by this Agreement from constituting a default under such contract, agreement or instrument or creating

any lien, claim or charge upon any of the assets of PSB or any of its Subsidiaries.

(h)           Certification

of Non-USRPHC Status. BFC shall have received from PSB, under penalties of perjury, (i) a notice to the IRS described in Regulations

Section 1.897-2(h) executed by an officer of PSB and (ii) a certificate stating that PSB is not and has not been a United

States real property holding corporation, pursuant to Regulations Section 1.1445-2(c)(3), dated as of the Closing Date, and as reasonably

acceptable to BFC.

Section 6.04         Frustration

of Closing Conditions.

Neither BFC nor PSB may rely

on the failure of any condition set forth in Section 6.01, Section 6.02 or Section 6.03, as the case

may be, to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts to consummate any

of the transactions contemplated hereby, as required by and subject to Section 5.03.

Article VII

TERMINATION

Section 7.01         Termination.

This Agreement may be terminated,

and the transactions contemplated hereby may be abandoned:

(a)           Mutual

Consent. At any time prior to the Effective Time, by the mutual written consent of BFC and PSB if the board of directors of BFC and

the board of directors of PSB each so determines by vote of a majority of the members of its entire board.

(b)           No

Regulatory Approval. By BFC or PSB, if either of their respective boards of directors so determines by a vote of a majority of the

members of its entire board, in the event any Regulatory Approval required for consummation of the transactions contemplated by this

Agreement shall have been denied by final, non-appealable action by such Governmental Authority or an application therefor shall have

been permanently withdrawn at the request of a Governmental Authority unless the failure to obtain the Regulatory Approval is due to

the failure of the Party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such

Party set forth herein.

Shareholder Approval. By either BFC or PSB (provided, in the case of PSB, that it shall not be in breach of any of its obligations

under Section 5.04), if the Requisite PSB Shareholder Approval at the PSB Meeting shall not have been obtained by reason

of the failure to obtain the required vote at a duly held meeting of such shareholders or at any adjournment or postponement thereof.

(d)           Breach

of Representations and Warranties and Covenants. By action of either the board of directors of BFC or the board of directors of PSB

(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 material breach of any of the covenants or agreements or any of the representations or warranties

(or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of PSB, in the case of a termination

by BFC, or BFC, in the case of a termination by PSB, which breach or failure to be true, either individually or in the aggregate with

all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing

on the Closing Date, the failure of a condition set forth in Section 6.02, in the case of a termination by PSB, or Section 6.03,

in the case of a termination by BFC, and which is not cured by the earlier of the (i) two (2) Business Days prior to the Expiration

Date or (ii) thirty (30) days following written notice to the PSB, in the case of a termination by BFC, or to BFC, in the case of

a termination by the PSB, or by its nature or timing cannot be cured during such period.

(e)           Delay.

By either BFC or PSB if the Closing shall not have occurred on or before December 4, 2026, provided, however, that

such date will be automatically extended to the Friday before the earliest practicable conversion date if the conversion date is delayed

beyond December 4, 2026 but in all cases no later than February 19, 2027 (the “Expiration Date”),

unless the failure of the Closing to occur by such date shall be due to a material breach of this Agreement by the Party seeking to terminate

this Agreement.

(f)           Failure

to Recommend; Etc. In addition to and not in limitation of BFC’s termination rights under Section 7.01(e), by BFC

if (i) there shall have been a material breach of Section 5.09, or (ii) the board of directors of PSB (A) withdraws,

qualifies, amends, modifies or withholds the PSB Recommendation, or makes any statement, filing or release, in connection with the PSB

Meeting or otherwise, inconsistent with the PSB Recommendation (it being understood that taking a neutral position or no position with

respect to an Acquisition Proposal shall be considered an adverse modification of the PSB Recommendation), (B) materially breaches

its obligation to call, give notice of and commence the PSB Meeting under Section 5.04(a), (C) approves or recommends

an Acquisition Proposal, (D) fails to publicly recommend against a publicly announced Acquisition Proposal within three (3) Business

Days of being requested to do so by BFC, (E) fails to publicly reconfirm the PSB Recommendation within three (3) Business Days

of being requested to do so by BFC or (F) resolves or otherwise determines to take, or announces an intention to take, any of the

foregoing actions.

(g)           Acceptance

of a Superior Proposal. By PSB at any time before obtaining the Requisite PSB Approval if the board of directors of PSB authorizes

PSB, in compliance with the terms of this Agreement, to enter into a binding definitive agreement in respect of a Superior Proposal with

a third party, provided that, PSB shall pay any amounts due pursuant to Section 7.02 in accordance with the terms,

and at the times, specified therein.

(h)           Decline

in BFC Stock Price. By PSB, if both of the following conditions are satisfied on the Determination Date, such termination to be effective

on the tenth (10th) day following the Determination Date:

(i)           The

Final BFC Market Price divided by the Starting BFC Market Price (the “BFC Ratio”) is less than 0.85; and

(ii)          the

BFC Ratio is less than the number obtained by (1) dividing the Final Index Price by the Initial Index Price (the “Index

Ratio”) and (2) subtracting 0.15 from such quotient, subject, however, to the following:

If PSB elects to exercise

its termination right under this Section 7.01(h), it shall give prompt written notice thereof to BFC within two (2) Business

Days. During the five (5) Business Day period commencing with its receipt of such notice, BFC shall have the option (but not the

obligation) to increase the Exchange Ratio to equal the lesser of the following (the “Adjusted Exchange Ratio”):

(x)           a

quotient, the numerator of which is equal to the product of (A) the Starting BFC Market Price, (B) the Exchange Ratio and (C) the

Index Ratio minus 0.15 and the denominator of which is equal to the Final BFC Market Price; or

(y)          the

quotient determined by dividing the Starting BFC Market Price by the Final BFC Market Price and multiplying the quotient by the product

of the Exchange Ratio and 0.85.

If within such five (5) Business

Day period, BFC delivers written notice to PSB that it intends to proceed with the Merger by paying such additional consideration as

contemplated by the preceding sentence, and notifies the PSB of the revised Exchange Ratio, then no termination shall have occurred pursuant

to this Section 7.01(h), and this Agreement shall remain in full force and effect in accordance with its terms (except that

the Exchange Ratio shall have been so modified).

If BFC or any company belonging

to the NASDAQ Bank Index declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of

shares or similar transaction between the date of this Agreement and the Determination Date, the prices for the common stock of such

company shall be appropriately adjusted for the purposes of applying this Section 7.01(h).

For purposes of this Agreement,

the following terms shall have the following meanings:

“Determination

Date” means the first date on which all Regulatory Approvals (and waivers, if applicable) necessary for consummation of

the Merger have been received (disregarding any waiting period).

“Final BFC Market

Price” means the volume weighted average of the daily closing sales prices of a share of BFC Common Stock as reported on

the Trading Market for the ten (10) consecutive Trading Days immediately preceding the Determination Date.

“Final Index

Price” shall mean the average of the Index Price for the ten (10) consecutive Trading Days ending on the Trading Day

immediately prior to the Determination Date.

“Index Price”

shall mean the closing price on such date of the NASDAQ Bank Index.

“Initial Index

Price” means $4,797.38.

“Starting BFC

Market Price” means $143.66.

Section 7.02         Termination

Fee.

(a)           In

recognition of the efforts, expenses and other opportunities foregone by BFC while structuring and pursuing the Merger, PSB shall pay

to BFC a termination fee equal to $8,117,163 (“Termination Fee”), by wire transfer of immediately available

funds to an account specified by BFC in the event of any of the following: (i) in the event BFC terminates this Agreement pursuant

to Section 7.01(f), PSB shall pay BFC the Termination Fee within one (1) Business Day after receipt of BFC’s notification

of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement,

an Acquisition Proposal shall have been made known to senior management of PSB or has been made directly to its shareholders generally

or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to PSB and (A) thereafter this

Agreement is terminated (x) by either BFC or PSB pursuant to Section 7.01(c) because the Requisite PSB Shareholder

Approval shall not have been obtained or (y) by BFC pursuant to Section 7.01(d) or Section 7.01(e) and

(B) prior to the date that is twelve (12) months after the date of such termination, PSB enters into any agreement or consummates

a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then

PSB shall, on the earlier of the date it enters into such agreement and the date of consummation of such transaction, pay BFC the Termination

Fee, provided, that for purposes of this Section 7.02(a), all references in the definition of Acquisition Proposal

to “20%” shall instead refer to “50%”; (iii) in the event PSB terminates this Agreement pursuant to Section 7.01(g),

PSB shall pay BFC the Termination Fee within one (1) Business Day after PSB’s notification of such termination.

(b)           PSB

and BFC each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated

by this Agreement, and that, without these agreements, BFC would not enter into this Agreement; accordingly, if PSB fails promptly to

pay any amounts due under this Section 7.02, PSB shall pay interest on such amounts from the date payment of such amounts

were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time

to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the

date such payment was due, plus (ii) two hundred (200) basis points, together with the costs and expenses of BFC (including reasonable

legal fees and expenses) in connection with such suit.

anything to the contrary set forth in this Agreement, the Parties agree that if PSB pays or causes to be paid to BFC the Termination

Fee in accordance with Section 7.02(a), PSB (or any successor in interest of PSB) will not have any further obligations or

liabilities to BFC with respect to this Agreement or the transactions contemplated by this Agreement; provided that such termination

shall not relieve PSB for any and all liabilities and damages incurred or suffered by BFC as a result of the fraud or a willful and material

breach of this Agreement by PSB.

Section 7.03         Effect

of Termination.

Except as set forth in Section 7.02(c),

termination of this Agreement will not relieve a breaching party from liability for any breach of any covenant, agreement, representation

or warranty of this Agreement (a) giving rise to such termination and (b) resulting from fraud or any willful and material

breach. In the event of such termination, this Agreement shall otherwise become void and have no further force or effect.

Section 7.04         Attorneys’

Fees.

In any action at law or suit

in equity to enforce this Agreement or the rights of any of the Parties hereunder, the prevailing Party in such action or suit shall

be entitled to receive its reasonable attorneys’ fees and costs and expenses incurred in such action or suit from the other Party.

Article VIII

DEFINITIONS

Section 8.01         Definitions.

The following terms are used

in this Agreement with the meanings set forth below:

“Acquisition

Proposal” has the meaning set forth in Section 5.09(a).

“Acquisition

Transaction” has the meaning set forth in Section 5.09(a).

“Adjusted Exchange

Ratio” has the meaning set forth in Section 7.01(h).

“Affiliate”

means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this

definition, “control” (including, with its correlative meanings, “controlled by” and “under common control

with”) means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of

a Person whether through the ownership of voting securities, by contract or otherwise.

“Agreement”

has the meaning set forth in the preamble to this Agreement.

“Annual Financial

Statements” has the meaning set forth in Section 3.07(a).

“Articles of

Designation” has the meaning set forth in Section 4.07.

“Articles of

Merger” has the meaning set forth in Section 1.05(a).

“ASC 320”

means GAAP Accounting Standards Codification Topic 320.

“Associate”

when used to indicate a relationship with any Person means (1) any corporation or organization (other than PSB or any of its Subsidiaries)

of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity

securities, (2) any trust or other estate in which such Person has a substantial beneficial interest or serves as trustee or in

a similar fiduciary capacity or (3) any relative or family member of such Person.

“ASTM”

has the meaning set forth in Section 5.01(x).

“Bank First”

has the meaning set forth in the recitals to this Agreement.

“Bank Merger”

has the meaning set forth in Section 1.04.

“Bank Plan of

Merger” has the meaning set forth in Section 1.04.

“Bank Secrecy

Act” means the Bank Secrecy Act of 1970, as amended.

“BFC”

has the meaning set forth in the preamble to this Agreement.

“BFC Common Stock”

means the common stock, $0.01 par value per share, of BFC.

“BFC Common Stock

Price” shall mean the mathematical average, calculated for the ten (10) Trading-Day period ending on the fifth

(5th) Trading Day preceding the Closing Date, of the VWAP of a share of BFC Common Stock for each Trading Day during such

period.

“BFC Disclosure

Schedule” has the meaning set forth in Article IV.

“BFC Preferred

Stock” has the meaning set forth in Section 2.01(e).

“BFC Ratio”

has the meaning set forth in Section 7.01(h).

“BFC Reports”

has the meaning set forth in Section 4.05(a).

“BFC Stock Issuance”

has the meaning set forth in Section 3.06(a).

“BOLI”

has the meaning set forth in Section 3.33(b).

“Book-Entry Shares”

means any non-certificated share held by book entry in PSB’s stock transfer book, which immediately prior to the Effective Time

represents an outstanding share of PSB Common Stock or PSB Preferred Stock.

“Burdensome Condition”

has the meaning set forth in Section 5.06(a).

“Business Day”

means Monday through Friday of each week, except a legal holiday recognized as such by the U.S. government or any day on which banking

institutions in the State of Wisconsin are authorized or obligated to close.

“Calculation

Date” has the meaning set forth in Section 2.02(c).

“Capital Deficiency

Amount” has the meaning set forth in Section 2.02(a).

“CARES Act”

means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136), as amended and supplemented, and any administrative or

other guidance published with respect thereto by any Governmental Authority (including IRS Notices 2020-22 and 2020-65), or any other

law (including the Consolidated Appropriations Act, 2021 (Pub. L. 116-260) and the American Rescue Plan Act of 2021 (Pub. L. 117-2))

or executive order or executive memorandum (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19

Disaster, dated August 8, 2020) intended to address the consequences of COVID-19 (in each case, including any comparable provisions

of state, local or foreign law and including any related or similar orders or declarations from any Governmental Authority).

“Carryover PTO”

has the meaning set forth in Section 5.11(c).

“Certificate”

means any outstanding certificate, which immediately prior to the Effective Time, represents an outstanding share of PSB Common Stock

or PSB Preferred Stock.

“Claim”

has the meaning set forth in Section 5.10(a).

“Claims Letters”

has the meaning set forth in Section 5.19.

“Closing”

and “Closing Date” have the meanings set forth in Section 1.05(b).

“Code”

has the meaning set forth in the recitals to this Agreement.

“Community Reinvestment

Act” means the Community Reinvestment Act of 1977, as amended.

“Controlled Group

Members” means any of PSB’s related organizations described in Code Sections 414(b), (c) or (m).

“Conversion Costs”

has the meaning set forth in Section 5.25.

“Covered Employees”

has the meaning set forth in Section 5.11(a).

“Customary Servicing

Procedure” means, with respect to each Mortgage Loan, those mortgage servicing practices and procedures (including collection

procedures) that are in all material respects legal, proper and customary in the mortgage servicing business of prudent mortgage servicers

that service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located,

and which are in accordance with (a) the terms of the related Mortgage Note and Mortgage, and (b) applicable Law.

“Deferred Payroll

Taxes” means any Taxes payable by PSB or any of its Subsidiaries that (i) relates to the portion of the “payroll

tax deferral period” (as defined in Section 2302(d) of the CARES Act) that occurs prior to the Closing and (ii) that

is payable following the Closing as permitted by Section 2302(a) of the CARES Act, similar law or executive order (together

with all regulations and guidance related thereto issued by a Governmental Authority).

“Derivative Transaction”

means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction

or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events,

weather-related events, credit-related events or conditions or any indexes or any other similar transaction (including any option with

respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other

similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit

support, collateral or other similar arrangements related to any such transaction or transactions.

“Designated Contracts”

has the meaning set forth in Section 5.25.

“Determination

Date” has the meaning set forth in Section 7.01(h).

“Director Restrictive

Covenant Agreements” has the meaning set forth in Section 5.18.

“Dissenting Shareholder”

has the meaning set forth in Section 2.01(c).

“Dissenting Shares”

has the meaning set forth in Section 2.01(c).

“Dodd-Frank Act”

means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“D&O Insurance”

has the meaning set forth in Section 5.10(c).

“Effective Time”

has the meaning set forth in Section 1.05(a).

“Enforceability

Exception” has the meaning set forth in Section 3.05.

“Environmental

Law” means any federal, state or local Law, regulation, order, decree, permit, authorization, opinion or agency requirement

currently in effect relating to: (a) pollution, the protection or restoration of the indoor or outdoor environment, human health

and safety, or natural resources, (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance

or (c) any injury or threat of injury to persons or property in connection with any Hazardous Substance. The term Environmental

Law includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant

thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: (a) Comprehensive

Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, as amended,

42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Clean Air

Act, as amended, 42 U.S.C. § 7401, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.;

the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq.; the Emergency Planning and Community Right to Know Act,

42 U.S.C. § 1101, et seq.; the Safe Drinking Water Act; 42 U.S.C. § 300f, et seq.; the Occupational Safety and Health Act,

29 U.S.C. § 651, et seq.; (b) common Law that may impose liability (including without limitation strict liability) or obligations

for injuries or damages due to the presence of or exposure to any Hazardous Substance.

“Equal Credit

Opportunity Act” means the Equal Credit Opportunity Act, as amended.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliates”

has the meaning set forth in Section 3.16(a).

“Estimated Closing

Statement” has the meaning set forth in Section 2.02(c).

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agent”

means such exchange agent as may be designated by BFC (which shall be BFC’s transfer agent) to act as agent for purposes of conducting

the exchange procedures described in Article II.

“Exchange Fund”

has the meaning set forth in Section 2.08(a).

“Exchange Ratio”

has the meaning set forth in Section 2.01(d).

“Excluded Claim”

means (i) any Claim brought by any Indemnified Party against any other Indemnified Party or BFC or its Subsidiaries (or their respective

successors) or (ii) any Claim brought by BFC or its Subsidiaries (or their respective successors) against any Indemnified Party.

“Expiration Date”

has the meaning set forth in Section 7.01(a).

“Fair Credit

Reporting Act” means the Fair Credit Reporting Act, as amended.

“Fair Housing

Act” means the Fair Housing Act, as amended.

“FDIA”

means the Federal Deposit Insurance Act.

“FDIC”

means the Federal Deposit Insurance Corporation.

“FFCRA”

means the Families First Coronavirus Response Act, as amended.

“FFIEC”

means the Federal Financial Institutions Examination Council.

“Final BFC Market

Price” has the meaning set forth in Section 7.01(h).

“Final Closing

Statement” has the meaning set forth in Section 2.02(c).

“Final Index

Price” has the meaning set forth in Section 7.01(h).

“Financial Statements”

has the meaning set forth in Section 3.07(a).

“FRB”

means the Board of Governors of the Federal Reserve System.

“GAAP”

means generally accepted accounting principles in the United States of America, applied consistently with past practice, including with

respect to quantity and frequency.

“GAAS”

means generally accepted auditing standards in the United States of America, applied consistently with past practice, including with

respect to quantity and frequency.

“Governmental

Authority” means any U.S. or foreign federal, state or local governmental commission, board, body, bureau or other regulatory

authority or agency, including, without limitation, courts and other judicial bodies, bank regulators, insurance regulators, applicable

state securities authorities, the SEC, the IRS or any self-regulatory body or authority, including any instrumentality or entity designed

to act for or on behalf of the foregoing.

“Hazardous Substance”

means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise regulated as pollutants, hazardous wastes,

hazardous substances, hazardous materials, extremely hazardous wastes, flammable or explosive materials, radioactive materials or words

of similar meaning or regulatory effect under any present or future Environmental Law or that may have a negative impact on human health

or the environment, including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated

biphenyls, lead, radon, radioactive materials, flammables and explosives, mold, mycotoxins, microbial matter and airborne pathogens (naturally

occurring or otherwise). Hazardous Substance does not include substances of kinds and in amounts ordinarily and customarily used or stored

for the purposes of cleaning or other maintenance or operations.

“Holder”

means the holder of record of shares of PSB Common Stock and/or PSB Preferred Stock, as applicable.

“Home Mortgage

Disclosure Act” means Home Mortgage Disclosure Act of 1975, as amended.

“Indemnified

Party” has the meaning set forth in Section 5.10(a).

“Index Price”

has the meaning set forth in Section 7.01(h).

“Index Ratio”

has the meaning set forth in Section 7.01(h).

“Informational

Systems Conversion” has the meaning set forth in Section 5.13.

“Initial Index

Price” has the meaning set forth in Section 7.01(h).

“Insurance Policies”

has the meaning set forth in Section 3.33(a).

“Intellectual

Property” means (a) trademarks, service marks, trade names, Internet domain names, designs, logos, slogans and

general intangibles of like nature, together with all goodwill, registrations and applications related to the foregoing; (b) patents

and industrial designs (including any continuations, divisionals, continuations-in-part, renewals, reissues and applications for any

of the foregoing); (c) copyrights (including any registrations and applications for any of the foregoing); (d) Software (excluding

off-the-shelf Software); and (e) technology, trade secrets and other confidential information, know-how, proprietary processes,

formulae, algorithms, models, and methodologies.

“Interim Financial

Statements” has the meaning set forth in Section 3.07(a).

“IRS”

means the United States Internal Revenue Service.

“Knowledge”

means, with respect to PSB, the actual knowledge, of the Persons set forth in PSB Disclosure Schedule 8.01, after due inquiry

of their direct subordinates who would be likely to have knowledge of such matter, and with respect to BFC, the actual knowledge of the

Persons set forth in BFC Disclosure Schedule 8.01, after due inquiry of their direct subordinates who would be likely to have

knowledge of such matter.

“Law”

means any federal, state, local or foreign Law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration

award, agency requirement, license or permit of any Governmental Authority that is applicable to the referenced Person.

“Leases”

has the meaning set forth in Section 3.31(b).

“Letter of Transmittal”

has the meaning set forth in Section 2.07.

“Liens”

means any charge, mortgage, pledge, security interest, restriction, claim, lien or encumbrance, conditional and installment sale agreement,

charge, claim, option, rights of first refusal, encumbrances or security interest of any kind or nature whatsoever (including any limitation

on voting, sale, transfer or other disposition or exercise of any other attribute of ownership).

“Loans”

has the meaning set forth in Section 3.23(a).

“Material Adverse

Effect” with respect to any party means (i) any change, development or effect that individually or in the aggregate

is, or is reasonably likely to be, material and adverse to the condition (financial or otherwise), results of operations, liquidity,

assets or deposit liabilities, properties, or business of such party and its Subsidiaries, taken as a whole, or (ii) any change,

development or effect that individually or in the aggregate would, or would be reasonably likely to, materially impair the ability of

such party to perform its obligations under this Agreement or otherwise materially impairs, or is reasonably likely to materially impair,

the ability of such party to consummate the Merger and the transactions contemplated hereby; provided, however, that, in

the case of clause (i) only, a Material Adverse Effect shall not be deemed to include the impact of (A) changes after the date

of this Agreement in banking and similar Laws of general applicability or interpretations thereof by Governmental Authorities (except

to the extent that such change disproportionately adversely affects PSB and its Subsidiaries or BFC and its Subsidiaries, as the case

may be, compared to other companies of similar size operating in the same industry in which PSB and BFC operate, in which case only the

disproportionate effect will be taken into account), (B) changes after the date of this Agreement in GAAP or regulatory accounting

requirements applicable to banks or bank holding companies generally (except to the extent that such change disproportionately adversely

affects PSB and its Subsidiaries or BFC and its Subsidiaries, as the case may be, compared to other companies of similar size operating

in the same industry in which PSB and BFC operate, in which case only the disproportionate effect will be taken into account), (C) changes

after the date of this Agreement 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) conditions affecting the financial

services industry generally (except to the extent that such change disproportionately adversely affects PSB and its Subsidiaries or BFC

and its Subsidiaries, as the case may be, compared to other companies of similar size operating in the same industry in which PSB and

BFC operate, in which case only the disproportionate effect will be taken into account), (D) public disclosure of the transactions

contemplated hereby or actions expressly required by this Agreement or actions or omissions that are taken with the prior written consent

of the other party, or as otherwise expressly permitted or contemplated by this Agreement, (E) any failure by PSB or BFC to meet

any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood

and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Material

Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect), (F) changes in the trading

price or trading volume of BFC Common Stock, and (G) the impact of this Agreement and the transactions contemplated hereby on relationships

with customers or employees (including the loss of personnel subsequent to the date of this Agreement).

“Maximum D&O

Tail Premium” has the meaning set forth in Section 5.10(c).

“Merger”

has the meaning set forth in the recitals to this Agreement.

“Merger Consideration”

has the meaning set forth in Section 2.01(d).

“Minimum Tangible

Common Book Value” shall mean $122,837,000.

“Mortgage”

means with respect to a Mortgage Loan, the mortgage, deed of trust or other instrument securing the related Mortgage Note.

“Mortgage Loans”

has the meaning set forth in Section 3.40.

“Mortgage Note”

means the note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage and any riders thereto.

“Mortgaged Property”

means the real property and fixtures encumbered by a Mortgage.

“Mortgagor”

means with respect to each Mortgage Loan, the obligor on a Mortgage Note, including any co-borrower, co-maker, co-signor or guarantor,

who is obligated under the terms of such Mortgage Note.

“NASDAQ”

means the National Market System of The Nasdaq Stock Market.

“National Labor

Relations Act” means the National Labor Relations Act, as amended.

“Notice of Superior

Proposal” has the meaning set forth in Section 5.09(e).

“Notice Period”

has the meaning set forth in Section 5.09(e).

“OCC”

means the Office of the Comptroller of the Currency.

“Ordinary Course

of Business” means the ordinary, usual and customary course of business of PSB and PSB’s Subsidiaries consistent

with past practice, including with respect to frequency and amount.

“OREO”

has the meaning set forth in Section 3.33(b).

“Party”

or “Parties” have the meaning set forth in the preamble to this Agreement.

“Peoples State

Bank” has the meaning set forth in the recitals to this Agreement.

“Person”

means any individual, bank, corporation, partnership, association, joint-stock company, business trust, limited liability company, unincorporated

organization or other organization or firm of any kind or nature.

“Personal Data”

means all data that identifies or that, whether alone or in combination with other data, can reasonably be used to identify an individual

or household, including all “personal data,” “personal information,” “personally identifiable information”

or similar terms under applicable Law.

“Phase I”

has the meaning set forth in Section 5.01(x).

“Plan of Merger”

has the meaning set forth in Section 1.05(a).

“Preferred Stock

Consideration” has the meaning set forth in Section 2.01(e).

“Proxy Statement-Prospectus”

means the proxy statement and prospectus and other proxy solicitation materials of PSB relating to the PSB Meeting.

“PSB”

has the meaning set forth in the preamble to this Agreement.

“PSB 401(a) Plan”

has the meaning set forth in Section 3.16(c).

“PSB 401(k) Plan”

has the meaning set forth in Section 5.11(d).

“PSB Benefit

Plans” has the meaning set forth in Section 3.16(a).

“PSB Cancelled

Shares” has the meaning set forth in Section 2.01(b).

“PSB Common Stock”

means the common stock, no par value per share, of PSB.

“PSB Disclosure

Schedule” has the meaning set forth in Article III.

“PSB Director”

has the meaning set forth in Section 5.20.

“PSB Employees”

has the meaning set forth in Section 3.16(a).

“PSB Expenses”

has the meaning set forth in Section 5.23.

“PSB Intellectual

Property” means the Intellectual Property used in or held for use in the conduct of the business of PSB and its Subsidiaries.

“PSB Investment

Securities” means the investment securities of PSB and its Subsidiaries.

“PSB Junior Subordinated

Debt” has the meaning set forth in Section 3.03(b).

“PSB Loan”

has the meaning set forth in Section 3.23(c).

“PSB Material

Contract” has the meaning set forth in Section 3.13(a).

“PSB Meeting”

has the meaning set forth in Section 5.04(a).

“PSB Option”

has the meaning set forth in Section 2.03(a).

“PSB Preferred

Stock” means 6.75% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, of PSB with a liquidation

preference of $1,000 per share.

“PSB Recommendation”

has the meaning set forth in Section 5.04(b).

“PSB Regulatory

Agreement” has the meaning set forth in Section 3.14.

“PSB Representatives”

has the meaning set forth in Section 5.09(a).

“PSB Stock Plans”

means all equity plans of PSB or any Subsidiary, each as amended to date.

“PSB Subsequent

Determination” has the meaning set forth in Section 5.09(e).

“PSB Voting Agreement”

or “PSB Voting Agreements” have the meaning set forth in the recitals to this Agreement.

“Preferred Stock

Transaction” has the meaning set forth in Section 5.32.

“Raymond James”

has the meaning set forth in Section 3.15.

“Registration

Statement” means the Registration Statement on Form S-4 to be filed with the SEC by BFC in connection with the BFC

Stock Issuance (including the Proxy Statement-Prospectus constituting a part thereof).

“Regulations”

means the final and temporary regulations promulgated under the Code by the United States Department of the Treasury.

“Regulatory Approvals”

has the meaning set forth in Section 3.06(a).

“Requisite PSB

Shareholder Approval” means approval of this Agreement by a vote (in person or by proxy) of at least two-thirds the outstanding

shares of PSB Common Stock entitled to vote thereon at the PSB Meeting.

“Rights”

means, with respect to any Person, warrants, options, rights, convertible securities and other arrangements or commitments which obligate

the Person to issue or dispose of any of its capital stock or other ownership interests.

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SBA”

means the United States Small Business Administration.

“SBA Loan”

means a loan that is guaranteed by the SBA.

“SEC”

means the Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Software”

means computer programs, whether in source code or object code form (including any and all software implementation of algorithms, models

and methodologies), databases and compilations (including any and all data and collections of data) and all documentation (including

user manuals and training materials) related to the foregoing.

“SRO”

has the meaning set forth in Section 3.06(a).

“Starting BFC

Market Price” has the meaning set forth in Section 7.01(h).

“Subsidiary”

means, with respect to any party, any corporation or other entity of which a majority of the capital stock or other ownership interest

having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time

directly or indirectly owned by such party. Any reference in this Agreement to a Subsidiary of PSB means, unless the context otherwise

requires, any current or former Subsidiary of PSB.

“Superior Proposal”

has the meaning set forth in Section 5.09(a).

“Surviving Bank”

has the meaning set forth in Section 1.04.

“Surviving Entity”

has the meaning set forth in the recitals to this Agreement.

“Systems”

means all hardware, computers, software, websites, applications, databases, systems, networks and other information technology assets

and equipment.

“Takeover Statutes”

has the meaning set forth in Section 5.27.

“Tax”

and “Taxes” shall mean all federal, state, local, and foreign taxes, charges, fees, levies, imposts, duties

or other like assessments, as well as income, gross receipts, excise, employment, sales, use, transfer, intangible, recording, license,

payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental, federal highway use, commercial rent,

customs duties, capital stock, paid-up capital, profits, withholding, Social Security, single business and unemployment, disability,

real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other tax or governmental

fee of any kind whatsoever, or any amount in respect of unclaimed property or escheat, imposed by or required by a Governmental Authority

to be paid or withheld, whether disputed or not, including any related interest, penalties, and additions imposed thereon or with respect

thereto, and including any liability for Taxes of another Person pursuant to a contract, as a transferee or successor, under Regulation

Section 1.1502-6 or analogous provision of state, local or foreign Law or otherwise.

“Tax Returns”

shall mean any report, return, declaration, claim for refund, information return or statement relating to Taxes, including any associated

schedules, forms, attachments or amendments and any related or supporting information, estimates, elections, or statements filed or required

to be filed with a Taxing Authority in connection with Taxes, including any return of an Affiliate or combined or unitary group that

includes a Party or its Subsidiaries and including without limitation any estimated Tax Return.

“Taxing Authority”

means any Governmental Authority charged with the determination, collection, or imposition of any Tax or Taxes.

“Terminated Contracts”

has the meaning set forth in Section 5.14.

“Termination

Costs” has the meaning set forth in Section 5.25.

“Termination

Fee” has the meaning set forth in Section 7.02(a).

“The date hereof”

or “the date of this Agreement” means the date first set forth above in the preamble to this Agreement.

“Trading Day”

means any day on which the NASDAQ is open for trading; provided that a “Trading Day” only includes those days that have a

scheduled closing time of 4:00 p.m. (Eastern Time).

“Trading Market”

means the NASDAQ.

“Truth in Lending

Act” means the Truth in Lending Act of 1968, as amended.

“USA PATRIOT

Act” means the USA PATRIOT Act of 2001, Public Law 107-56, and the regulations promulgated thereunder.

“VWAP”

means for any date or period, the volume weighted average price of BFC Common Stock for such date (or the nearest preceding date) or

period on the Trading Market as reported by the NASDAQ on its website (based on a Trading Day from 9:30 a.m. (New York City time)

to 4:02 p.m. (New York City time)).

“Waukesha Junior

Subordinated Debt” has the meaning set forth in Section 3.03(b).

“WBCL”

has the meaning set forth in Section 1.01.

“WDFI-Banking”

means the Wisconsin Department of Financial Institutions – Division of Banking.

“WDFI-Corporations”

means the Wisconsin Department of Financial Institutions – Division of Corporate and Consumer Services.

“Wisconsin Courts”

has the meaning set forth in Section 9.03(b).

Article IX

MISCELLANEOUS

Section 9.01         Survival.

No representations, warranties,

agreements or covenants contained in this Agreement shall survive the Effective Time other than this Section 9.01 and any

other agreements or covenants contained herein that by their express terms are to be performed after the Effective Time, including, without

limitation, Section 5.10.

Section 9.02         Waiver;

Amendment.

Prior to the Effective Time

and to the extent permitted by applicable Law, any provision of this Agreement may be (a) waived by the Party benefited by the provision,

provided such waiver is in writing and signed by such Party, or (b) amended or modified at any time, by an agreement in writing

among the Parties executed in the same manner as this Agreement, except that after the PSB Meeting no amendment shall be made which by

Law requires further approval by the shareholders PSB without obtaining such approval. The waiver by any Party of a breach of any provision

of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent

breach.

Section 9.03         Governing

Law; Jurisdiction; Waiver of Right to Trial by Jury.

(a)           This

Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Wisconsin,

without regard for conflict of law provisions.

(b)           Each

Party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions

contemplated hereby exclusively in any federal or state court of competent jurisdiction located in the State of Wisconsin (the “Wisconsin

Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of

this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Wisconsin Courts, (ii) waives any objection to

laying venue in any such action or proceeding in the Wisconsin Courts, (iii) waives any objection that the Wisconsin Courts are

an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any

such action or proceeding will be effective if notice is given in accordance with Section 9.05.

Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult

issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury

in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by

this Agreement. Each Party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented,

expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each

Party understands and has considered the implications of this waiver, (iii) each Party makes this waiver voluntarily, and (iv) each

Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9.03.

Section 9.04         Expenses.

Except as otherwise provided

in Section 7.02 and Section 7.04, each Party will bear all expenses incurred by it in connection with this Agreement

and the transactions contemplated hereby, including fees and expenses of its own financial consultants, accountants and counsel. Nothing

contained in this Agreement shall limit either Party’s rights to recover any liabilities or damages arising out of the other Party’s

willful breach of any provision of this Agreement.

Section 9.05         Notices.

All notices, requests and

other communications hereunder to a Party, shall be in writing and shall be deemed properly given if delivered (a) personally, (b) by

registered or certified mail (return receipt requested), with adequate postage prepaid thereon, (c) by properly addressed electronic

mail delivery (with confirmation of delivery receipt) or (d) by reputable courier service to such Party at its address set forth

below, or at such other address or addresses as such Party may specify from time to time by notice in like manner to the Parties. All

notices shall be deemed effective upon delivery.

(a)           if

to BFC, to:

Bank First Corporation

402 North 8th Street

Manitowoc, WI 54220

Attn:      Michael B. Molepske, Chairman and Chief Executive Officer

E-mail: mmolepske@bankfirst.com

with a copy (which shall not constitute

notice to BFC) to:

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Attn:      Mark Kanaly and David Park

E-mail: mark.kanaly@alston.com and david.park@alston.com

(b)           if

to PSB, to:

PSB Holdings, Inc.

1905 W Stewart Avenue

Wausau, WI 54401

Attn:      Scott M. Cattanach, President and CEO

E-mail: Scott.Cattanach@bankpeoples.com

with a copy (which shall not constitute

notice to PSB) to:

Boardman Clark LLP

1 South Pinckney St, Suite 410

Madison, WI 53701

Attn:      Patrick Neuman and Kirsten Spira

E-mail: pneuman@boardmanclark.com and kspira@boardmanclark.com

Section 9.06         Entire

Understanding; No Third-Party Beneficiaries.

This Agreement represents

the entire understanding of the Parties and thereto with reference to the transactions contemplated hereby, and this Agreement supersedes

any and all other oral or written agreements heretofore made. Except for the Indemnified Parties’ rights under Section 5.10,

BFC and PSB hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit

of the other Party, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not,

confer upon any Person (including any person or employees who might be affected by Section 5.11), other than the Parties,

any rights or remedies hereunder, including, the right to rely upon the representations and warranties set forth herein. The representations

and warranties in this Agreement are the product of negotiations between the Parties and are for the sole benefit of the Parties. Consequently,

Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual

facts or circumstances as of the date of this Agreement or as of any other date.

Section 9.07         Severability.

In the event that any one

or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent

jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and the Parties

will use their commercially reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements

the purposes and intents of this Agreement.

Section 9.08         Enforcement

of the Agreement.

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

or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent

breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state

having jurisdiction without having to show or prove economic damages and without the requirement of posting a bond, this being in addition

to any other remedy to which they are entitled at law or in equity. Moreover, in addition to any other remedy that BFC is entitled to

under this Agreement, at law or in equity, to the extent there is a material breach by PSB with respect to any of its representations,

warranties or covenants as set forth in this Agreement, BFC shall have the right, in its sole discretion, to determine the amount of

such breach or caused by such breach, and reduce the aggregate Merger Consideration by such amount so determined.

Section 9.09         Interpretation.

(a)           When

a reference is made in this Agreement to sections, exhibits or schedules, such reference shall be to a section of, or exhibit or schedule

to, this Agreement unless otherwise indicated. The table of contents and captions and headings contained in this Agreement are included

solely for convenience of reference; if there is any conflict between a caption or heading and the text of this Agreement, the text shall

control. Whenever the words “include,” “includes” or “including” are used in this Agreement, they

shall be deemed to be followed by the words “without limitation.”

(b)           The

Parties have participated jointly in the negotiation and drafting of this Agreement and the other agreements and documents contemplated

herein. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement or any other agreement

or document contemplated herein, this Agreement and such other agreements or documents shall be construed as if drafted jointly by the

Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorizing any of the provisions

of this Agreement or any other agreements or documents contemplated herein.

PSB Disclosure Schedule and the BFC Disclosure Schedule, as well as all other schedules and all exhibits to this Agreement, shall be

deemed part of this Agreement and included in any reference to this Agreement. Any matter disclosed pursuant to any section of either

Disclosure Schedule shall be deemed disclosed for purposes of any other section of Article III or Article IV,

respectively, to the extent that applicability of the disclosure to such other section is reasonably apparent on the face, notwithstanding

the absence of a specific cross-reference, of such disclosure. The mere inclusion of an item in either Disclosure Schedule as an exception

to a representation or warranty shall not be deemed an admission by either party that such item represents a material exception or fact,

event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect, or that any breach or violation

of applicable Laws or any contract exists or has actually occurred. This Agreement shall not be interpreted or construed to require any

person to take any action, or fail to take any action, if to do so would violate any applicable Law.

(d)           Any

reference contained in this Agreement to specific statutory or regulatory provisions or to any specific Governmental Authority shall

include any successor statute or regulation, or successor Governmental Authority, as the case may be. Unless the context clearly indicates

otherwise, the masculine, feminine, and neuter genders will be deemed to be interchangeable, and the singular includes the plural and

vice versa. As used herein, (i) the term “made available” means any document or other information that was (a) provided

by one party or its representatives to the other party or its representatives prior to the date hereof or (b) included in the virtual

data room of a party prior to the date hereof, and (ii) the word “or” is not exclusive.

(e)           Unless

otherwise specified, the references to “Section” and “Article” in this Agreement are to the Sections and Article of

this Agreement. When used in this Agreement, words such as “herein,” “hereinafter,” “hereof,” “hereto”

and “hereunder” refer to this Agreement as a whole, unless the context clearly requires otherwise.

Section 9.10         Assignment.

No Party may assign either

this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party, and any

purported assignment in violation of this Section 9.10 shall be null and void. Subject to the preceding sentence, this Agreement

shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 9.11         Confidential

Supervisory Information.

Information and documents

commonly known as “confidential supervisory information” that is prohibited from disclosure under 12 C.F.R. § 261.2(b),

12 C.F.R. § 309.6, or 12 C.F.R. § 4.32(b) shall not be disclosed by any Party and nothing in this Agreement shall require

such disclosure or be understood as constituting such disclosure.

Section 9.12         Counterparts.

This Agreement may be executed

and delivered by facsimile or by electronic data file and in one or more counterparts, all of which shall be considered one and the same

agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other

Party, it being understood that all Parties need not sign the same counterpart. Signatures delivered by facsimile or by electronic data

file shall have the same effect as originals.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be executed in counterparts by their duly authorized officers, all as of the day and year first above written.

BANK FIRST CORPORATION

By:

/s/ Michael B. Molepske

Name:

Michael B. Molepske

Title:

Chairman and Chief Executive Officer

PSB HOLDINGS, INC.

By:

/s/ Scott M. Cattanach

Name:

Scott M. Cattanach

Title:

President and Chief Executive Officer

EXHIBIT A

PSB VOTING AGREEMENT

THIS VOTING AGREEMENT

(this “Agreement”) is dated as of May 19, 2026, by and between the undersigned holder (“Shareholder”)

of common stock of PSB Holdings, Inc., a Wisconsin corporation (“PSB”), and Bank First Corporation, a Wisconsin

corporation (“BFC”). All capitalized terms used but not defined herein shall have the meanings assigned to them in

the Merger Agreement (defined below).

RECITALS:

WHEREAS, concurrently

with the execution of this Agreement, BFC and PSB are entering into an Agreement and Plan of Merger (as such agreement may be subsequently

amended or modified, the “Merger Agreement”), pursuant to which (i) PSB will merge with and into BFC, with BFC

as the surviving entity, and (ii) Peoples State Bank (“Peoples State Bank”), a Wisconsin state-chartered bank

and a direct wholly owned subsidiary of PSB, will merge with and into Bank First, N.A. (“Bank First”), a national

banking association and a direct wholly owned subsidiary of BFC, with Bank First as the surviving bank (collectively, the “Merger”),

and in connection with the Merger, each issued and outstanding share of PSB Common Stock immediately prior to the Effective Time (apart

from the Dissenting Shares and the PSB Cancelled Shares) will be converted into the right to receive the Merger Consideration and cash

in lieu of fractional shares of BFC Common Stock;

WHEREAS, Shareholder

“beneficially owns” (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as

amended) and is entitled to dispose of (or direct the disposition of) and to vote (or direct the voting of) directly or indirectly the

number of shares of PSB Common Stock indicated on the signature page of this Agreement under the heading “Total Number of

Shares of PSB Common Stock Subject to this Agreement;” provided, that such shares do not include shares beneficially owned

by Shareholder but subject to the voting direction of a third party with regard to voting on the Merger (such shares, together with any

additional shares of PSB Common Stock subsequently acquired by Shareholder during the term of this Agreement, including through the exercise

of any stock option or other equity award, warrant or similar instrument, being referred to collectively as the “Shares”);

and

WHEREAS, it is a material

inducement to the willingness of BFC to enter into the Merger Agreement that Shareholder execute and deliver this Agreement.

AGREEMENT:

NOW, THEREFORE, in

consideration of, and as a material inducement to, BFC entering into the Merger Agreement and proceeding with the transactions contemplated

thereby, and in consideration of the expenses incurred and to be incurred by BFC in connection therewith, Shareholder and BFC agree as

follows:

Section 1.              Agreement

to Vote Shares. Shareholder irrevocably and unconditionally agrees that, while this Agreement is in effect, at any meeting of shareholders

of PSB, however called, or at any adjournment thereof, or in any action proposed to be taken by written consent of the shareholders of

PSB, or in any other circumstances in which Shareholder is entitled to vote, consent or give any other approval, except as otherwise

agreed to in writing in advance by BFC, Shareholder shall:

(a)           appear

at each such meeting in person or by proxy or otherwise cause the Shares to be counted as present thereat for purposes of calculating

a quorum; and

(b)           vote

(or cause to be voted), in person or by proxy, all the Shares as to which the Shareholder has, directly or indirectly, the right to vote

or direct the voting, (i) in favor of adoption and approval of the Merger Agreement and the consummation of the transactions contemplated

thereby (including any amendments or modifications of the terms thereof approved by the board of directors of PSB and adopted in accordance

with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, if necessary, to solicit additional

proxies to approve the Merger Agreement; (iii) against any action or agreement that would result in a breach of any covenant, representation

or warranty or any other obligation or agreement of PSB contained in the Merger Agreement or of Shareholder contained in this Agreement;

and (iv) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be

expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect consummation of

the transactions contemplated by the Merger Agreement or this Agreement.

Shareholder further agrees not to vote or execute

any written consent to rescind or amend in any manner any prior vote or written consent, as a shareholder of PSB, to approve or adopt

the Merger Agreement unless this Agreement shall have been terminated in accordance with its terms.

Section 2.              No

Inconsistent Agreements. Shareholder hereby covenants and agrees that, except for this Agreement, Shareholder (a) shall not

enter into, at any time while this Agreement remains in effect, any voting agreement or voting trust or any other contract with respect

to the Shares, (b) shall not grant at any time while this Agreement remains in effect, a proxy (other than as required to effect

Shareholder’s voting obligations in Section 1), consent or power of attorney in contravention of the obligations of

Shareholder under this Agreement with respect to the Shares, (c) shall not commit any act, except for transfers permitted under

Section 3, that could restrict or affect his or her legal power, authority and right to vote any of the Shares then held

of record or beneficially owned by Shareholder or otherwise reasonably expected to prevent or disable Shareholder from performing any

of his or her obligations under this Agreement, and (d) shall not take any action that would reasonably be expected to make any

representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of impeding, preventing, delaying,

interfering with, disabling or adversely affecting the performance by, Shareholder of his or her obligations under this Agreement.

Section 3.               No

Transfers. Until the earlier of (i) the termination of this Agreement pursuant to Section 7 and (ii) receipt

of the Requisite PSB Shareholder Approval, Shareholder agrees not to, directly or indirectly, sell, transfer, pledge, assign or otherwise

dispose of, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences

of ownership of, or enter into any contract option, commitment or other arrangement or understanding with respect to the sale, transfer,

pledge, assignment or other disposition of, any of the Shares, except the following transfers shall be permitted: (a) transfers

by will or operation of Law, in which case this Agreement shall bind the transferee, (b) transfers pursuant to any pledge agreement,

subject to the pledgee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, (c) transfers in

connection with estate and tax planning purposes, including transfers to relatives, trusts and charitable organizations, subject to each

transferee agreeing in writing, prior to such transfer, to be bound by the terms of this Agreement, and (d) such transfers as BFC

may otherwise permit in its sole discretion. Any transfer or other disposition in violation of the terms of this Section 3

shall be null and void. As promptly as practicable following the date hereof, Shareholder shall notify PSB’s transfer agent that

there is a stop transfer order with respect to all of the Shares and that this Agreement places limits on the voting of the Shares; provided,

that any such stop transfer order and notice will immediately be withdrawn and terminated by the Shareholder following the termination

of this Agreement in accordance with Section 7.

Section 4.               Representations

and Warranties of Shareholder. Shareholder represents and warrants to and agrees with BFC as follows:

(a)           Shareholder

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

(b)           This

Agreement has been duly executed and delivered by Shareholder, and assuming the due authorization, execution and delivery by BFC, constitutes

a valid and legally binding obligation of Shareholder enforceable against Shareholder in accordance with its terms, subject to bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’

rights and to general equity principles.

execution and delivery of this Agreement by Shareholder does not, and the performance by Shareholder of his, her or its obligations hereunder

and the consummation by Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default

under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which Shareholder

is a party or by which Shareholder is bound, or any statute, rule or regulation to which Shareholder is subject or, in the event

that Shareholder is a corporation, partnership, trust or other entity, any charter, bylaw or other organizational document of Shareholder.

(d)           Shareholder

is the record and beneficial owner of, or is the trustee that is the record holder of, and whose beneficiaries are the beneficial owners

of, and has good title to all of the Shares, and the Shares are owned free and clear of any liens, security interests, charges or other

encumbrances. The Shares do not include shares over which Shareholder exercises control in a fiduciary capacity for any other person

or entity that is not an Affiliate of Shareholder, and no representation by Shareholder is made with respect thereto. Shareholder has

the right to vote the Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with

respect to the voting of the Shares, except as contemplated by this Agreement. Shareholder does not own, of record or beneficially, any

shares of capital stock of PSB other than the Shares or any other securities convertible into or exercisable or exchangeable for such

capital stock.

(e)           There

is no legal action, suit, claim, investigation or proceeding pending against, or, to the knowledge of Shareholder, threatened against

or affecting Shareholder, that would reasonably be expected to impair the ability of Shareholder to perform his, her or its obligations

under this Agreement or to consummate the transactions contemplated hereby on a timely basis, or that questions the validity of this

Agreement or any action taken or to be taken by Shareholder in connection with this Agreement.

Section 5.              No

Solicitation and Non-Disparagement. From and after the date hereof until the termination of this Agreement pursuant to Section 7,

Shareholder, in his, her or its capacity as a shareholder of PSB, shall not, nor shall such Shareholder authorize any partner, officer,

director, advisor or representative of, such Shareholder or any of his, her or its Affiliates to, directly or indirectly (and, to the

extent applicable to Shareholder, such Shareholder shall use commercially reasonable efforts to prohibit any of his, her or its representatives

or Affiliates to), (a) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry,

offer or proposal which constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (b) except in his or her

capacity as a director or officer of PSB and under circumstances for which such actions are permitted for PSB under the Merger Agreement,

participate in any discussions or negotiations regarding any Acquisition Proposal or furnish, or otherwise afford access, to any person

(other than BFC) any information or data with respect to PSB or otherwise relating to an Acquisition Proposal, (c) enter into any

agreement, agreement in principle or letter of intent with respect to an Acquisition Proposal or approve or resolve to approve any Acquisition

Proposal or any agreement, agreement in principle or letter of intent relating to an Acquisition Proposal, (d) solicit proxies with

respect to an Acquisition Proposal (other than the Merger Agreement) or otherwise encourage or assist any party in taking or planning

any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in

accordance with the terms of the Merger Agreement, (e) initiate a shareholders’ vote or action by consent of PSB’s shareholders

with respect to an Acquisition Proposal, or (f) make publish or communicate any negative, defamatory or disparaging statements,

remarks or comments concerning or alluding to PSB, BFC, Bank First, Peoples State Bank or their products, customers, suppliers, licensees,

licensors, franchisees, or employees; provided, however, that nothing in this Agreement shall prohibit Shareholder from (i) making

truthful statements required by applicable Law, regulation or legal process, or (ii) communicating with any governmental or regulatory

authority of Peoples State Bank, if applicable.

Section 6.              Specific

Performance; Remedies; Attorneys’ Fees. Shareholder acknowledges that it is a condition to the willingness of BFC to enter

into the Merger Agreement that Shareholder execute and deliver this Agreement and that it will be impossible to measure in money the

damage to BFC if Shareholder fails to comply with the obligations imposed by this Agreement and that, in the event of any such failure,

BFC will not have an adequate remedy at Law or in equity. Accordingly, Shareholder agrees that injunctive relief or other equitable remedy

is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that BFC has an adequate

remedy at Law. Shareholder further agrees that Shareholder will not seek, and agrees to waive any requirement for, the securing or posting

of a bond in connection with BFC’s seeking or obtaining such equitable relief. In addition, after discussing the matter with Shareholder,

BFC shall have the right to inform any third party that BFC reasonably believes to be, or to be contemplating, participating with Shareholder

or receiving from Shareholder assistance in violation of this Agreement, of the terms of this Agreement and of the rights of BFC hereunder,

and that participation by any such persons with Shareholder in activities in violation of Shareholder’s agreement with BFC set

forth in this Agreement may give rise to claims by BFC against such third party.

Section 7.              Term

of Agreement; Termination. The term of this Agreement shall commence on the date hereof. This Agreement may be terminated at any

time prior to consummation of the transactions contemplated by the Merger Agreement by the mutual written agreement of the parties hereto,

and shall be automatically terminated upon the earlier to occur of (a) the Effective Time, (b) the amendment of the Merger

Agreement in any manner that materially and adversely affects any of Shareholder’s rights set forth therein (including, for the

avoidance of doubt, any reduction to the Merger Consideration), (c) termination of the Merger Agreement or (d) three (3) years

from the date hereof. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however,

that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination.

Section 8.              Entire

Agreement. This Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated

hereby, and this Agreement supersedes any and all other oral or written agreements heretofore made.

Section 9.              Modification

and Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is

agreed to in writing signed by each party. No waiver by either party hereto at any time of any breach by the other party hereto of, or

compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of dissimilar

provisions or conditions at the same or any prior subsequent time.

Section 10.            Severability.

In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any

respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions

of this Agreement and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision

which, insofar as practical, implements the purposes and intents of this Agreement.

Section 11.             Capacity

as Shareholder. This Agreement shall apply to Shareholder solely in his, her or its capacity as a shareholder of PSB and it shall

not apply in any manner to Shareholder in his, her or its capacity as a director or officer of PSB, if applicable. Nothing contained

in this Agreement shall be deemed to apply to, or limit in any manner, the obligations of Shareholder to comply with his, her or its

fiduciary duties as a director or officer of PSB, if applicable.

Section 12.             Governing

Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the

State of Wisconsin, without regard for conflict of law provisions.

Section 13.             Jurisdiction.

Any civil action, counterclaim, proceeding or litigation arising out of or relating to this Agreement shall be brought in the courts

of record of the State of Wisconsin in Manitowoc County or the United States District Court, Eastern District of Wisconsin. Each party

consents to the jurisdiction of such Wisconsin court in any such civil action, counterclaim, proceeding or litigation and waives any

objection to the laying of venue of any such civil action, counterclaim, proceeding or litigation in such Wisconsin court. Service of

any court paper may be effected on such party by mail, as provided in this letter, or in such other manner as may be provided under applicable

Laws.

Section 14.             WAIVER

OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE

COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE

TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS

CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS

WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

AND CERTIFICATIONS IN THIS SECTION 14.

Section 15.             Waiver

of Appraisal Rights; Further Assurances. To the extent permitted by applicable Law, Shareholder hereby waives any rights of appraisal

or rights to dissent from the Merger or demand fair value for his, her or its Shares in connection with the Merger, in each case, that

Shareholder may have under applicable Law. From time to time prior to the termination of this Agreement, at BFC’s request and without

further consideration, Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably

necessary or desirable to effect the actions and consummate the transactions contemplated by this Agreement. Shareholder further agrees

not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any

claim, derivative or otherwise, against BFC, Bank First, PSB, Peoples State Bank or any of their respective successors relating to the

negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger.

Section 16.             Disclosure.

Shareholder hereby authorizes PSB and BFC to publish and disclose in any announcement or disclosure required by the Securities and Exchange

Commission and in the Proxy Statement-Prospectus such Shareholder’s identity and ownership of the Shares and the nature of Shareholder’s

obligations under this Agreement; provided, however, that BFC shall provide Shareholder written drafts of any such disclosure

and consider in good faith Shareholder’s comments thereto.

Section 17.             Ownership.

Nothing in this Agreement shall be construed to give BFC any rights to exercise or direct the exercise of voting power as owner of the

Shares or to vest in BFC any direct or indirect ownership or incidents of ownership of or with respect to any of the Shares. All rights,

ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Shareholder, notwithstanding the

provisions of this Agreement, and BFC shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer

any of the policies or operations of PSB or to exercise any power or authority to direct the Shareholder in voting any of the Shares,

except as otherwise expressly provided herein.

Section 18.             Assignment.

Except as expressly contemplated hereby, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned

by any party hereto (whether by operation of Law, including by merger or consolidation, or otherwise) without the prior written consent

of the other party. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable

by the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Section 19

shall be null and void ab initio.

Section 19.             Third-Party

Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto

or their respective successors any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 20.             Integration.

Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words

“include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by

the words “without limitation,” unless the context otherwise requires. Unless the context otherwise requires, any reference

herein to any Law shall refer to such Law as amended, modified or reenacted from time to time and any rules or regulations promulgated

thereunder.

Section 21.             Counterparts.

This Agreement may be executed and delivered by facsimile or by electronic data file and in one or more counterparts, all of which shall

be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties

and delivered to the other party, it being understood that all parties need not sign the same counterpart. Signatures delivered by facsimile

or by electronic data file shall have the same effect as originals.

[Signature Page Follows]

IN WITNESS WHEREOF,

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

BANK FIRST CORPORATION

By:

Name:

Michael B. Molepske

Title:

Chairman and Chief Executive Officer

SHAREHOLDER

Total Number of Shares of PSB Common

Stock Subject to this Agreement:

[Signature Page to PSB Voting Agreement]

EXHIBIT B

Bank

Plan of Merger and Merger Agreement

PEOPLES STATE BANK

with and into

BANK FIRST, N.A.

under the charter of

BANK FIRST, N.A.

under the title of

“BANK FIRST, N.A.”

(“Resulting Bank”)

THIS PLAN OF MERGER AND MERGER

AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2026, by and between Bank First, N.A. (“Bank

First”), a national banking association, with its main office located at 402 North 8th Street, Manitowoc, WI 54220, and Peoples

State Bank, a Wisconsin state-chartered bank, with its main office located at 1905 W. Stewart Avenue, Wausau, WI 54401 (“Peoples

State Bank,” and together with Bank First, the “Banks”).

WHEREAS, at least

a majority of the entire Board of Directors of Bank First has approved this Agreement and authorized its execution pursuant to the authority

given by and in accordance with the provisions of The National Bank Act (the “Act”);

WHEREAS, at least

a majority of the entire Board of Directors of Peoples State Bank has approved this Agreement and authorized its execution in accordance

Wisconsin Statutes §221.0702 and the Act;

WHEREAS, Bank First

Corporation (“BFC”), which owns all of the outstanding shares of capital stock of Bank First, and PSB Holdings, Inc.

(“PSB”), which owns all of the outstanding shares of capital stock of Peoples State Bank, have entered into an Agreement

and Plan of Merger (the “Holding Company Agreement”) which, among other things, contemplates the merger of PSB with

and into BFC, all subject to the terms and conditions of such Holding Company Agreement (the “Holding Company Merger”);

WHEREAS, BFC, as the

sole shareholder of Bank First, and PSB, as the sole shareholder of Peoples State Bank, have approved this Agreement; and

WHEREAS, each of the

Banks is entering into this Agreement to provide for the merger of Peoples State Bank with and into Bank First, with Bank First being

the surviving bank (“Resulting Bank”) of such merger transaction (the “Bank Merger”) subject to,

and as soon as practicable following, the closing of the Holding Company Merger.

NOW, THEREFORE, for

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

SECTION 1

Subject to the terms and

conditions of this Agreement, at the Effective Time (as defined below) and pursuant to the Act and the provisions of Section 18(c) of

the Federal Deposit Insurance Act (12 U.S.C. Section 1828(c)), Peoples State Bank shall be merged with and into Bank First. Bank

First shall continue its existence as the Resulting Bank under the charter of the Resulting Bank and the separate corporate existence

of Peoples State Bank shall cease. The closing of the Bank Merger shall become effective at the time specified in the certificate of

merger issued by the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger (such date

and time when the Bank Merger becomes effective, the “Effective Time”). The parties intend that the Bank Merger qualify

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

“Code”), and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354

and 361 of the Code.

SECTION 2

The name of the Resulting

Bank shall be “Bank First, N.A.” or such other name as such bank may adopt prior to the Effective Time. The Resulting Bank

will exercise trust powers.

SECTION 3

The business of the Resulting

Bank from and after the Effective Time shall be that of a national banking association. The business of the Resulting Bank shall be conducted

from its main office which shall be located at 402 North 8th Street, Manitowoc, WI 54220, as well as at its legally established branches

and at the banking offices of Peoples State Bank that are acquired in the Bank Merger (which such banking offices are set forth on Exhibit A

to this Agreement and shall continue to conduct operations after the closing of the Bank Merger as branch offices of Bank First).

SECTION 4

At the Effective Time, the

amount of issued and outstanding capital stock of the Resulting Bank shall be the amount of capital stock of Bank First issued and outstanding

immediately prior to Effective Time. Preferred stock shall not be issued by the Resulting Bank.

SECTION 5

All assets of Peoples State

Bank and the Resulting Bank, as they exist at the Effective Time, shall pass to and vest in the Resulting Bank without any conveyance

or other transfer; and the Resulting Bank shall be considered the same business and corporate entity as each constituent bank with all

the rights, powers and duties of each constituent bank and the Resulting Bank shall be responsible for all the liabilities of every kind

and description of each of Peoples State Bank and the Resulting Bank existing as of the Effective Time, all in accordance with the provisions

of the Act.

SECTION 6

The Banks shall contribute

to the Resulting Bank acceptable assets having a book value, over and above liability to its creditors, in such amounts as set forth

on the books of Bank First and Peoples State Bank at the Effective Time.

SECTION 7

At the Effective Time, each

outstanding share of common stock of Peoples State Bank shall be cancelled with no consideration being paid therefor.

Outstanding certificates

representing shares of the common stock of Peoples State Bank shall, at the Effective Time, be cancelled.

SECTION 8

Upon the Effective Time,

the then outstanding shares of Bank First’s common stock shall continue to remain outstanding shares of Bank First’s common

stock, all of which shall continue to be owned by BFC.

SECTION 9

The directors of the Resulting

Bank following the Effective Time shall consist of those directors of Bank First as of the Effective Time, except that Bank First shall

consider adding one (1) member of the PSB board of directors to its Board of Directors after the Closing Date (as defined in the

Holding Company Agreement). The executive officers of the Resulting Bank following the Effective Time shall consist of those executive

officers of Bank First as of the Effective Time. Such directors and officers shall serve until their respective successors are duly elected

or appointed and qualified or until their earlier death, resignation or removal.

SECTION 10

This Agreement and consummation of the Bank Merger

in accordance with the terms hereof is also subject to the following terms and conditions:

a) The Holding Company Merger shall have closed

and become effective.

b) The OCC shall have approved this Agreement

and the Bank Merger and shall have issued all other necessary authorizations and approvals

for the Bank Merger, and any statutory waiting period shall have expired.

c) The Bank Merger may be abandoned at the

election of Bank First at any time, whether before or after filings are made for regulatory

approval of the Bank Merger.

d) Subject to the terms and conditions of

this Agreement and the Holding Company Agreement, each of the Banks agrees to use commercially

reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or

cause to be done, all things necessary, proper or advisable under applicable law to permit

consummation of the Bank Merger and the other transactions contemplated by this Agreement,

and to reasonably cooperate with the other Bank to that end.

e) If at any time Bank First or the Resulting

Bank shall consider or be advised that any further assignments, conveyances or assurances

are necessary or desirable to vest, perfect or confirm in the Resulting Bank full title to

any property or rights of Peoples State Bank or otherwise carry out the provisions hereof,

the proper officers and directors of Peoples State Bank, as of immediately prior to the Effective

Time, and thereafter the officers of the Resulting Bank acting on behalf of Peoples State

Bank, shall execute and deliver, or shall cause to be executed and delivered, any and all

proper assignments, conveyances and assurances and do all things necessary or desirable to

carry out the provisions hereof.

f) No order, injunction or decree issued by

any court or governmental authority of competent jurisdiction or other legal restraint or

prohibition preventing the consummation of the Bank Merger shall be in effect, and no law,

statute, rule, regulation, order, injunction or decree shall have been enacted, entered,

promulgated or enforced that prohibits or makes illegal the consummation of the Bank Merger.

SECTION 11

Each of the Banks hereby

invites and authorizes the OCC to examine each of the Bank’s records in connection with the Bank Merger.

SECTION 12

Effective as of the Effective

Time, the articles of association and bylaws of the Resulting Bank shall consist of the articles of association and bylaws of Bank First

as in effect immediately prior to the Effective Time.

SECTION 13

This Agreement shall terminate

if and at the time of any termination of the Holding Company Agreement.

SECTION 14

This Agreement embodies the

entire agreement and understanding of the Banks with respect to the transactions contemplated hereby, and supersedes all other prior

commitments, arrangements or understandings, both oral and written, among the Banks with respect to the subject matter hereof.

The provisions of this Agreement

are intended to be interpreted and construed in a manner so as to make such provisions valid, binding and enforceable. In the event that

any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable, then such provision shall

be deemed to be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or, if such provision

cannot be modified or restricted in a manner so as to make such provision valid, binding and enforceable, then such provision shall be

deemed to be excised from this Agreement and the validity, binding effect and enforceability of the remaining provisions of this Agreement

shall not be affected or impaired in any manner.

No waiver, amendment, modification

or change of any provision of this Agreement shall be effective unless and until made in writing and signed by the Banks. No waiver,

forbearance or failure by any Bank of its rights to enforce any provision of this Agreement shall constitute a waiver or estoppel of

such Bank’s right to enforce any other provision of this Agreement or a continuing waiver by such Bank of compliance with any provision

hereof.

Except to the extent federal

law is applicable, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin

without regard to principles of conflicts of laws.

This Agreement will be binding

upon, inure to the benefit of, and be enforceable by, the Banks’ respective successors and permitted assigns. Unless otherwise

expressly stated herein, this Agreement shall not benefit or create any right of action in or on behalf of any person or entity other

than the Banks.

This Agreement may be executed

in counterparts (including by facsimile or optically scanned electronic mail attachment), each of which shall be deemed to be original,

but all of which together shall constitute one and the same instrument.

[Signatures on Following Page]

IN WITNESS WHEREOF,

Peoples State Bank and Bank First have entered into this Agreement as of the date first set forth above.

PEOPLES STATE BANK

By:

Name:

Title:

BANK FIRST, N.A.

By:

Name: Michael B. Molepske

Title: Chairman and Chief Executive Officer

[Signature Page to Bank Plan of Merger

and Merger Agreement]

EXHIBIT A

Banking Offices of the Resulting Bank

[To be completed prior to filing.]

EXHIBIT C

Director

Non-Competition and Non-Disclosure Agreement

This Non-Competition and

Non-Disclosure Agreement (the “Agreement”), is dated as of May 19, 2026, by and between the undersigned, an individual

resident of the State of Wisconsin (“Director”), and Bank First Corporation, a Wisconsin corporation (“BFC”).

All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (defined below).

RECITALS:

WHEREAS, concurrently

with the execution of this Agreement, BFC and PSB Holdings, Inc., a Wisconsin corporation (“PSB”), are entering

into an Agreement and Plan of Merger (as such agreement may be subsequently amended or modified, the “Merger Agreement”),

pursuant to which (i) PSB will merge with and into BFC, with BFC as the surviving entity, and (ii) Peoples State Bank, a Wisconsin

state-chartered bank and a direct wholly owned subsidiary of PSB (“Peoples State Bank”), will merge with and into

Bank First, N.A., a national banking association and a direct wholly owned subsidiary of BFC (“Bank First”), with

Bank First as the surviving bank (collectively, the “Merger”);

WHEREAS, Director

is a shareholder of PSB and, as a result of the Merger and pursuant to the transactions contemplated by the Merger Agreement, Director

is expected to receive significant consideration in exchange for the shares of PSB Common Stock held by Director;

WHEREAS, as of and

prior to the date hereof, Director serves and has served as a member of the Board of Directors of PSB or Peoples State Bank, and, therefore,

Director has knowledge of the Confidential Information and Trade Secrets (each as hereinafter defined);

WHEREAS, as a result

of the Merger, BFC and Bank First will succeed to all of the Confidential Information and Trade Secrets, for which BFC as of the Effective

Time will have paid valuable consideration and desires reasonable protection; and

WHEREAS, it is a material

prerequisite to the consummation of the Merger that each director of PSB and Peoples State Bank, including Director, enter into this

Agreement.

AGREEMENT:

NOW, THEREFORE, in

consideration of these premises and the mutual covenants and undertakings herein contained, BFC and Director, each intending to be legally

bound, covenant and agree as follows:

Section 1.               Restrictive

Covenants.

(a)           Director

acknowledges that (i) BFC has separately bargained for the restrictive covenants in this Agreement; and (ii) the types and

periods of restrictions imposed by the covenants in this Agreement are fair and reasonable to Director and such restrictions will not

prevent Director from earning a livelihood.

(b)           Having

acknowledged the foregoing, solely in the event that the Merger is consummated, Director covenants and agrees with BFC as follows:

(i)            From

and after the Effective Time, Director shall maintain in strict confidence and shall not, directly or indirectly, disclose, use or permit

the use of any Confidential Information or Trade Secrets for so long as such information remains Confidential Information or a Trade

Secret, as applicable, for any purpose, except for any disclosure that is required by applicable Law. In the event that Director is required

by Law to disclose any Confidential Information, Director will: (A) if and to the extent permitted by such Law, provide BFC with

prompt notice of such requirement prior to the disclosure so that BFC may waive the requirements of this Agreement or seek an appropriate

protective order at BFC’s sole expense; however, Director will cooperate fully with BFC in seeking such protective measures; and

(B) use commercially reasonable efforts to obtain assurances that any Confidential Information disclosed will be accorded confidential

treatment. If, in the absence of a waiver or protective order, Director is nonetheless, in the opinion of his or her counsel, required

to disclose Confidential Information, disclosure may be made only as to that portion of the Confidential Information that counsel advises

Director is required to be disclosed, and Director shall use its reasonable best efforts to ensure that such disclosed Confidential Information

is accorded confidential treatment.

(ii)           Except

as expressly provided on Schedule I to this Agreement, for a period beginning at the Effective Time and ending two (2) years after

the Effective Time, Director will not (except on behalf of or with the prior written consent of BFC), on Director’s own behalf

or in the service or on behalf of others, solicit or attempt to solicit any customer of BFC, Bank First, PSB or Peoples State Bank (each

a “Protected Party”), including actively sought prospective customers of Peoples State Bank as of the Effective Time,

for the purpose of providing products or services that are Competitive (as hereinafter defined) with those offered or provided by any

Protected Party. This restriction shall apply regardless of whether the customer relationship was established prior to or after the Effective

Time.

(iii)           Except

as expressly provided on Schedule I to this Agreement, for a period beginning at the Effective Time and ending two (2) years after

the Effective Time, Director will not (except on behalf of or with the prior written consent of BFC), either directly or indirectly,

on Director’s own behalf or in the service or on behalf of others, act as a director, manager, officer or employee of any business

which is the same as or essentially the same as the business conducted by any Protected Party and which has an office located within

the Restricted Territory.

(iv)           For

a period beginning at the Effective Time and ending two (2) years after the Effective Time, Director will not, on Director’s

own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit, directly or by assisting others,

any employee of any Protected Party, whether or not such employee is a full-time employee or a temporary employee of such Protected Party,

whether or not such employment is pursuant to a written agreement and whether or not such employment is for a determined period or is

at will, to cease working for such Protected Party; provided that the foregoing will not prevent the placement of any general solicitation

for employment not specifically directed towards employees of any Protected Party or hiring any such person as a result thereof.

purposes of this Section 1, the following terms shall be defined as set forth below:

(i)           “Competitive,”

with respect to particular products or services, means products or services that are the same as or similar to the products or services

of any Protected Party.

(ii)           “Confidential

Information” means data and information:

(A)          relating

to the business of PSB and its Subsidiaries, including Peoples State Bank, regardless of whether the data or information constitutes

a Trade Secret;

(B)           disclosed

to Director or of which Director became aware as a consequence of Director’s relationship with PSB and/or Peoples State Bank;

value to PSB and/or Peoples State Bank and, as a result of the consummation of the transactions contemplated by the Merger Agreement,

BFC and/or Bank First; and

(D)           not

generally known to competitors of PSB or BFC (including competitors to Peoples State Bank or Bank First).

Confidential Information shall include Trade

Secrets, methods of operation, names of customers, price lists, financial information and projections, personnel data and similar information;

provided, however, that the terms “Confidential Information” and “Trade Secrets” shall not mean data or information

that (x) has been disclosed to the public, except where such public disclosure has been made by Director without authorization from

PSB or BFC, (y) has been independently developed and disclosed by others, or (z) has otherwise entered the public domain through

lawful means.

(iii)           “Restricted

Territory” means each county in Wisconsin where Peoples State Bank operates a banking office at the Effective Time and each

county contiguous to each of such counties.

(iv)           “Trade

Secret” means information, without regard to form, including technical or nontechnical data, a formula, a pattern, a compilation,

a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual

or potential customers or suppliers, that is not commonly known by or available to the public and which information:

(A)          derives

economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other

persons who can obtain economic value from its disclosure or use; and

(B)           is

the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(d)           Director

acknowledges that irreparable loss and injury would result to BFC upon the breach of any of the covenants contained in this Section 1

and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies

provided at law or in equity, BFC may petition and obtain from a court of law or equity, without the necessity of proving actual damages

and without posting any bond or other security, both temporary and permanent injunctive relief to prevent a breach by Director of any

covenant contained in this Section 1, and shall be entitled to an equitable accounting of all earnings, profits and other benefits

arising out of any such breach. In the event that the provisions of this Section 1 should ever be determined to exceed the time,

geographic or other limitations permitted by applicable Law, then such provisions shall be modified so as to be enforceable to the maximum

extent permitted by Law. If such provision(s) cannot be modified to be enforceable, the provision(s) shall be severed from

this Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force

and effect.

Section 2.               Term

and Termination. This Agreement may be terminated at any time by the written consent of the parties hereto, and this Agreement shall

be automatically terminated upon the earlier of (i) termination of the Merger Agreement and (ii) two (2) years following

the Effective Time. For the avoidance of doubt, the provisions of Section 1 shall only become operative upon the consummation of

the Merger but, in such event, shall survive the consummation of the Merger until two (2) years after the Effective Time. Upon termination

of this Agreement, no party shall have any further obligations or liabilities hereunder, except that termination of this Agreement will

not relieve a breaching party from liability for any breach of any provision of this Agreement occurring prior to the termination of

this Agreement.

Section 3.               Notices.

All notices, requests and other communications hereunder to a party shall be in writing and shall be deemed properly given if delivered

(a) personally, (b) by registered or certified mail (return receipt requested), with adequate postage prepaid thereon, (c) by

properly addressed electronic mail delivery (with confirmation of delivery receipt), or (d) by reputable courier service to such

party at its address set forth below, or at such other address or addresses as such party may specify from time to time by notice in

like manner to the parties hereto. All notices shall be deemed effective upon delivery.

If to BFC:

Bank First Corporation

402 North 8th Street

Manitowoc, WI 54220

Attn:

Michael B. Molepske,

Chairman and CEO

E-mail:

mmolepske@bankfirst.com

If to Director:

The address of Director’s

principal residence as it appears in PSB’s records as of the date hereof, as subsequently modified by Director’s provision

of notice regarding the same to BFC.

Section 4.              Governing

Law; Jurisdiction. This Agreement shall be governed by, and interpreted and enforced in accordance with, the internal, substantive

laws of the State of Wisconsin, without regard for conflict of law provisions. Any civil action, counterclaim, proceeding or litigation

arising out of or relating to this Agreement shall be brought in the courts of record of the State of Wisconsin in Manitowoc County or

the United States District Court, Eastern District of Wisconsin. Each party consents to the jurisdiction of such Wisconsin court in any

such civil action, counterclaim, proceeding or litigation and waives any objection to the laying of venue of any such civil action, counterclaim,

proceeding or litigation in such Wisconsin court. Service of any court paper may be effected on such party by mail, as provided in this

letter, or in such other manner as may be provided under applicable Laws.

Section 5.              Modification

and Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is

agreed to in writing signed by Director and BFC. No waiver by either party hereto at any time of any breach by the other party hereto

of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of

dissimilar provisions or conditions at the same or any prior subsequent time.

Section 6.              Severability.

In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any

respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions

of this Agreement and the parties shall use their commercially reasonable efforts to substitute a valid, legal and enforceable provision

which, insofar as practical, implements the purposes and intents of this Agreement.

Section 7.              Counterparts.

This Agreement may be executed and delivered by facsimile or by electronic data file and in one or more counterparts, all of which shall

be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties

and delivered to the other party, it being understood that all parties need not sign the same counterpart. Signatures delivered by facsimile

or by electronic data file shall have the same effect as originals.

Section 8.              Entire

Agreement. This Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated

hereby, and this Agreement supersedes any and all other oral or written agreements heretofore made.

Section 9.              Construction;

Interpretation. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the

plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. Whenever the words “include,”

“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

limitation.” The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define

or limit the scope, extent or intent of this Agreement or any of its provisions.

IN WITNESS WHEREOF,

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

BANK FIRST CORPORATION

By:

Name:

Michael B. Molepske

Title:

Chairman and Chief Executive Officer

DIRECTOR

Printed name:

Signature Page –

Non-Competition and Non-Disclosure Agreement

EXHIBIT D

Claims

Letter

May 19, 2026

Bank First Corporation

402 North 8th Street

Manitowoc, WI 54220

Ladies and Gentlemen:

This letter is delivered

pursuant to the Agreement and Plan of Merger, dated as of May 19, 2026 (the “Merger Agreement”), by and between

Bank First Corporation, a Wisconsin corporation (“BFC”), and PSB Holdings, Inc., a Wisconsin corporation (“PSB”).

Concerning any claims which

the undersigned may have against PSB or any of its Subsidiaries, including Peoples State Bank, a Wisconsin state-chartered bank, (each,

a “PSB Entity”), in his or her capacity as an officer, director, employee or shareholder of any PSB Entity, and in

consideration of the promises and the mutual covenants contained herein and in the Merger Agreement and the mutual benefits to be derived

hereunder and thereunder, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned,

intending to be legally bound, hereby agrees as follows:

Section 1.             Definitions.

Unless otherwise defined in this letter, capitalized terms used in this letter have the meanings given to them in the Merger Agreement.

Section 2.             Release

of Certain Claims.

(a)           The

undersigned hereby releases and forever discharges, effective upon the consummation of the Merger pursuant to the Merger Agreement, each

PSB Entity, and each of their respective directors and officers (in their capacities as such), and their respective successors and assigns,

and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities,

claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character

or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director

or employee or shareholder of any PSB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective

Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct,

activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually a “Released

Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have

accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating

to severance, deferred compensation, employment, employee benefits, and stock options and restricted stock grants which have been disclosed

in writing to BFC on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.

(b)           For

avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:

(i)           any

Claims that the undersigned may have in any capacity other than as an officer, director or employee of any PSB Entity, including, but

not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and Peoples State Bank, (B) Claims

as a depositor under any deposit account with Peoples State Bank, (C) Claims as the holder of any Certificate of Deposit issued

by Peoples State Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer,

director or employee of any PSB Entity; (E) Claims in his or her capacity as a shareholder of PSB, and (F) Claims as a holder

of any check issued by any other depositor of Peoples State Bank;

(ii) the Claims excluded in Section 2(a)(i) above;

(iii)           any

Claims that the undersigned may have under the Merger Agreement;

(iv)           any

right to indemnification that the undersigned may have under the articles of incorporation or bylaws of any PSB Entity, under Wisconsin

law or the Merger Agreement; or

(v)           any

rights or Claims listed on Schedule I to this Agreement.

Section 3.              Forbearance.

The undersigned shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit, action, claim or proceeding

before or in any court, regulatory, governmental, arbitral or other authority to collect or enforce any Released Claims which are released

and discharged hereby.

Section 4.              Miscellaneous.

(a)           This

letter shall be governed by, and interpreted and enforced in accordance with, the internal, substantive laws of the State of Wisconsin,

without regard for conflict of law provisions.

(b)           This

letter contains the entire agreement between the parties with respect to the Released Claims released hereby, and the release of Claims

contained in this letter supersedes all prior agreements, arrangements or understandings (written or otherwise) with respect to such

Released Claims and no representation or warranty, oral or written, express or implied, has been made by or relied upon by any party

hereto, except as expressly contained herein or in the Merger Agreement.

letter shall be binding upon and inure to the benefit of the undersigned and the Released Parties and their respective heirs, legal representatives,

successors and assigns.

(d)           This

letter may not be modified, amended or rescinded except by the written agreement of the undersigned and the Released Parties, it being

the express understanding of the undersigned and the Released Parties that no term hereof may be waived by the action, inaction or course

of delaying by or between the undersigned or the Released Parties, except in strict accordance with this paragraph, and further that

the waiver of any breach of the terms of this letter shall not constitute or be construed as the waiver of any other breach of the terms

hereof.

(e)           The

undersigned represents, warrants and covenants that the undersigned is fully aware of the undersigned’s rights to discuss any and

all aspects of this matter with any attorney chosen by him or her, and that the undersigned has carefully read and fully understands

all the provisions of this letter, and that the undersigned is voluntarily entering into this letter.

(f)           This

letter shall become effective upon the consummation of the Merger, and its operation to extinguish all of the Released Claims released

hereby is not dependent on or affected by the performance or non-performance of any future act by the undersigned or the Released Parties.

If the Merger Agreement is terminated for any reason, this letter shall be of no force or effect.

(g)           If

any civil action, arbitration or other legal proceeding is brought for the enforcement of this letter, or because of an alleged dispute,

breach, default or misrepresentation in connection with any provision of this letter, the successful or prevailing party or parties shall

be entitled to recover reasonable attorneys’ fees, court costs, sales and use taxes and all expenses even if not taxable as court

costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment

proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’

fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges

billed by the attorney to the prevailing party (including any fees and costs associated with collecting such amounts).

(h)           Each

party acknowledges and agrees that any controversy which may arise under this letter is likely to involve complicated and difficult issues,

and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect

of any litigation directly or indirectly arising out of or relating to this letter, or the transactions contemplated by this letter.

Each party certifies and acknowledges that (i) no representative, agent or attorney of any other party has represented, expressly

or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party

understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily, and (iv) each

party has been induced to enter into this letter by, among other things, the mutual waivers and certifications in this Section.

(i)           Any

civil action, counterclaim, proceeding or litigation arising out of or relating to this Agreement shall be brought in the courts of record

of the State of Wisconsin in Manitowoc County or the United States District Court, Eastern District of Wisconsin. Each party consents

to the jurisdiction of such Wisconsin court in any such civil action, counterclaim, proceeding or litigation and waives any objection

to the laying of venue of any such civil action, counterclaim, proceeding or litigation in such Wisconsin court. Service of any court

paper may be effected on such party by mail, as provided in this letter, or in such other manner as may be provided under applicable

laws, rules of procedure or local rules.

Sincerely,

Signature of Director

Name of Director

Signature Page –

Claims Letter

On behalf of Bank First Corporation, I

hereby acknowledge receipt of this letter as of this 19th day of May, 2026.

BANK FIRST CORPORATION

By:

Name:

Michael B. Molepske

Title:

Chairman and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615088d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

May 19, 2026

Bank First Corporation

402 North 8th Street

Manitowoc, WI 54220

Re:

Agreement and Plan of Merger Ladies and Gentlemen:

refer to that certain Agreement and Plan of Merger, dated as of May 19, 2026, (as amended, modified or supplemented from time to

time in accordance with its terms, the “Merger Agreement”), by and between Bank First Corporation, a Wisconsin corporation

(“BFC”) and PSB Holdings, Inc., a Wisconsin corporation (“PSB”). Capitalized terms used but not defined

herein have the meanings given to such terms in the Merger Agreement.

Closing Timing

Pursuant

to Section 1.05(b) of the Merger Agreement, BFC has proposed, and PSB has agreed, that the Closing shall not occur until December

4, 2026, which is the Friday before the earliest practicable conversion date.

In consideration of such agreement,

BFC hereby agrees that if the parties are in receipt of all necessary shareholder, regulatory and governmental approvals and consents

and the expiration of all statutory waiting periods and the satisfaction or waiver of all of the conditions to the consummation of the

Merger specified in Article VI of the Merger Agreement (other than those conditions that by their nature can only be satisfied

at the Closing, but subject to the satisfaction or waiver thereof) such that the Closing Date could occur before December 4, 2026 (such

date, the “Default Closing Date”), then from and after the Default Closing Date, BFC shall be deemed to have waived

its right to terminate the Merger Agreement for PSB's material breach of any representation or warranty contained in the Merger Agreement

pursuant to Section 7.01(d) of the Merger Agreement for any facts or circumstances arising after the Default Closing Date; provided,

however, that such waiver shall not apply to (i) any breach that has resulted in, or would reasonably be expected to result in, a Material

Adverse Effect with respect to PSB and (ii) any material breach of PSB’s covenants set forth in Article V of the Merger Agreement.

For the avoidance of doubt, the interim operating covenants set forth in Section 5.01 shall continue to apply in accordance with

their terms until the Closing of the Merger.

Special Dividend

Notwithstanding anything to

the contrary in the Merger Agreement, if the Closing has not occurred on or before December 4, 2026, then, immediately prior to the Closing,

PSB shall be permitted (but not obligated) to declare and pay a one-time special dividend to the holders of PSB Common Stock in an amount

equal to $1.00 per share (the “Special Dividend”). For the avoidance of doubt: (i) the Special Dividend shall not reduce,

and shall be excluded from the calculation of, PSB Tangible Common Book Value, and (ii) PSB shall not be permitted to declare or pay the

Special Dividend if the Closing is delayed beyond December 4, 2026 as a result of (A) PSB’s material breach of any representation,

warranty, or covenant in the Merger Agreement or (B) in the event that the delay in Closing is due to the fault of PSB or its vendors.

Miscellaneous

After giving effect to this

letter agreement, each reference in the Merger Agreement to “this Agreement”, “hereof”, “hereunder”,

“herein” or words of like import referring to the Merger Agreement shall refer to the Merger Agreement as supplemented by

this letter agreement. Except as expressly provided by this letter agreement, the terms of the Merger Agreement shall remain unchanged

and continue in full force and effect.

The provisions of

Article IX of the Merger Agreement shall apply mutatis mutandis to this letter agreement, and to the Merger Agreement as modified

by this letter agreement, taken together as a single agreement, reflecting the terms therein as modified hereby.

This letter agreement may

be executed in two or more counterparts (including by facsimile, email or other electronic means such as “.pdf” or “.tiff”

files), each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same

instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have

caused this Agreement to be executed in counterparts by their duly authorized officers, all as of the day and year first above written.

BANK FIRST CORPORATION

By:

/s/ Michael B. Molepske

Name:

Michael B. Molepske

Title:

Chairman and Chief Executive Officer

PSB HOLDINGS, INC.

By:

/s/ Scott M. Cattanach

Name:

Scott M. Cattanach

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615088d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

PO Box 10, Manitowoc, WI 54221-0010

For further information, contact:

Deb Weyker, SVP - Marketing

Phone: (920) 652-3274 | Email: dweyker@bankfirst.com

NEWS

release

For Immediate Release

Bank First Corporation Signs Agreement

to Acquire PSB Holdings, Inc.

Highlights of

the Announced Transaction

· Combines

Two Strong Community Banks. Unites two relationship-driven institutions with deep community

roots and a shared commitment to responsive, solutions-oriented service.

· Strategic Geographic Expansion. Extends

Bank First’s footprint into high-potential, community-centric markets across North Central Wisconsin and the greater Milwaukee area,

regions long identified for strategic growth. The integration of these complementary branch networks creates a more robust and cohesive

regional presence.

· Increased Financial Capacity. Grows the

combined organization to over $7.6 billion in assets, enhancing lending capacity, service capabilities, and opportunities to support individuals

and businesses.

· Enhanced Shareholder Value. Provides long-term

value through combined financial strength and disciplined, relationship-based growth. PSB Holdings, Inc. shareholders are expected to

receive over an 80% market premium, increased liquidity through a publicly traded partner with a long history of uninterrupted quarterly

dividends, and alignment with a top-performing institution recognized for industry excellence.

MANITOWOC, Wis. and WAUSAU, Wis., May 19, 2026

/PRNewswire/ -- Bank First Corporation (Nasdaq: BFC) (“Bank First”), the holding company of Bank First, N.A., announced today

that it has entered into an Agreement and Plan of Merger with PSB Holdings, Inc. (“Peoples”), parent company of Peoples State

Bank, a Wisconsin state-chartered bank, under which Bank First will acquire 100% of the common stock of Peoples in an all-stock transaction.

Under the

terms of the Agreement and Plan of Merger, each Peoples shareholder will have the right to receive 0.3470 of

a share of Bank First’s common stock in exchange for each share of Peoples common stock. The aggregate consideration is valued at

approximately $202.9 million, based on the closing price of Bank First common stock as of May 18, 2026, of $143.66 per share.

The partnership brings together two organizations

with shared values, strong customer relationships, and a commitment to community banking. Bank First expands into attractive markets across

North Central Wisconsin and the greater Milwaukee area, with a complementary branch network, while Peoples benefits from the scale, resources,

and technology of a larger institution without sacrificing local decision making or its community-focused culture.

Customers of both banks will have access to expanded

products, services, and capabilities. Peoples customers gain access to Bank First’s advanced digital banking solutions, strong retail

offerings, and a broader suite of Treasury Management products and services. Bank First customers benefit from Peoples’ experienced

team, strong local presence, and award-winning service culture.

Mike Molepske, Chairman and Chief Executive Officer

of Bank First, stated, “This partnership brings together two organizations that believe deeply in relationship-based banking and

the role community banks play in helping people, businesses, and communities succeed. Over time, our leadership teams have remained connected

and observed one another’s growth. It became clear that our philosophies and values align, and the timing was right to bring our

organizations together in a way that strengthens both while expanding into markets where we can make a meaningful impact.”

“Bank First is an ideal partner for Peoples,

bringing scale, expanded capabilities, a people-centered culture, and a shared commitment to putting customers first,” stated Scott

Cattanach, President and Chief Executive Officer of Peoples. “This merger allows us to build on the relationships we have established

while providing customers with enhanced digital banking solutions, a broader range of products and services, and continued local decision

making. Just as importantly, it creates new opportunities for our employees and strengthens our ability to serve our communities for years

to come.”

The Boards of Directors of Bank First and Peoples

have approved the Agreement and Plan of Merger. Subject to customary closing conditions, regulatory approval, and approval by Peoples’

shareholders, the transaction's closing and systems conversion are expected to occur in the fourth quarter of 2026.

As of March 31, 2026, Peoples had approximately

$1.50 billion in consolidated assets, $1.12 billion in net loans, $1.19 billion in deposits, and $133.87 million in consolidated stockholders’

equity. Based on the financial results as of March 31, 2026, the combined company, including Bank First’s recent acquisition of

Centre 1 Bancorp, Inc., which closed on January 1, 2026, will have total assets of approximately $7.6 billion, loans of approximately

$5.64 billion, and deposits of approximately $6.27 billion.

Piper Sandler & Co. served as financial advisor

to Bank First, and Alston & Bird LLP served as legal counsel. Raymond James & Associates, Inc. served as financial advisor to

Peoples, and Boardman Clark LLP served as legal counsel.

Bank First Corporation and Bank First, N.A.

Bank First Corporation is the holding company

for Bank First, N.A., a relationship-based financial institution headquartered in Manitowoc, Wisconsin. With approximately $6.07 billion

in assets, Bank First provides a full range of financial services, including commercial and retail lending, deposit services, treasury

management, trust, and wealth management, across 38 locations in Wisconsin and Illinois. Founded in 1894, Bank First has a long history

of supporting the communities it serves. For more information, visit www.bankfirst.com.

PSB Holdings, Inc. and Peoples State Bank

PSB Holdings, Inc. is the parent company of Peoples

State Bank. Peoples is a community bank headquartered in Wausau, Wisconsin, serving northcentral and southeastern Wisconsin from twelve

full-service banking locations in Marathon, Oneida, Vilas, Portage, Milwaukee and Waukesha counties. Peoples also provides investment

and insurance products, along with retirement planning services, through Peoples Wealth Management, a division of Peoples. For additional

information, visit https://www.bankpeoples.com/.

Forward-Looking Statements

This news release contains

“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking

statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,”

“should,” “plan,” “estimate,” “predict,” “continue” and “potential”

or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of

the merger, the expected returns and other benefits of the merger to shareholders, expected improvement in operating efficiency resulting

from the merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact

on and timing of the recovery of the impact on tangible book value, and the effect of the merger on Bank First’s capital ratios.

Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made,

with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous

assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially

from those expressed in or implied by such statements.

Factors that could cause or contribute to such

differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the merger may not

be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers, employee or

other business partners, (3) the occurrence of any event, change or other circumstances that

could give rise to the termination of the merger agreement, (4) the risk of successful integration of Peoples’ business into

Bank First, (5) the failure to obtain the necessary approval by the shareholders of Peoples, (6) the amount of the costs, fees,

expenses and charges related to the merger, (7) the ability of the parties to obtain required governmental approvals of the merger

on expected terms or in a timely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers,

suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the merger agreement

to be satisfied, or any unexpected delay in closing of the merger, (10) the risk that the integration of Peoples’ operations

into the operations of Bank First will be materially delayed or will be more costly or difficult than expected, (11) the possibility

that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the

dilution caused by Bank First’s issuance of additional shares of its common stock in the merger, (13) the successful integration

of the recently completed acquisition of Centre 1 Bancorp, Inc., and (14) general competitive, economic, political and market conditions.

Many of

these factors are beyond Bank First’s and Peoples’ ability to control or predict. Other relevant risk factors may be detailed

from time to time in Bank First’s press releases and filings with the Securities and Exchange Commission (the “SEC”).

Consequently, no forward-looking statement can be guaranteed. Neither Bank First nor Peoples undertakes any obligation to update or revise

any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For any

forward-looking statements made in this news release or any related documents, Bank First and Peoples claim protection of the safe harbor

for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Additional Information about the Merger

and Where to Find It

This press release does not constitute an offer

to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed

transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933,

as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation

would be unlawful. In connection with the proposed merger, Bank First will file with the SEC a registration statement on Form S-4 that

will include a proxy statement of Peoples, and a prospectus of Bank First, as well as other relevant documents concerning the proposed

transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS

INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION

WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BANK FIRST, PEOPLES AND THE PROPOSED MERGER. The proxy

statement/prospectus will be sent to the shareholders of Peoples seeking the required shareholder approval. Investors and security holders

will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when

filed, as well as other documents filed with the SEC by Bank First through the website maintained by the SEC at www.sec.gov. Documents

filed with the SEC by Bank First will also be available free of charge on the Shareholder Services page of Bank First’s website

at https://ir.bankfirst.com/financials/sec-filings/default.aspx, or by directing a written request to Bank First

Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221-0010, Attn: Kelly Dvorak. Bank First’s telephone number is (920) 652-3100.

Participants in the Transaction

Bank First, Peoples and certain of their respective

directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Peoples in connection

with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and

indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus

regarding the proposed transaction when it becomes available. Additional information about Bank First and its directors and officers may

be found on Bank First’s Shareholder Services page at www.bankfirst.com and in Bank First’s proxy statement filed with the

SEC on April 24, 2026.

Contacts

Bank First: Mike Molepske, Chairman &

CEO, at mmolepske@bankfirst.com or (920) 652-3202

PSB Holdings: Scott Cattanach, President

& CEO, at Scott.Cattanach@bankpeoples.com or (715) 847-4020

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2615088d1_ex99-2.htm · Sequence: 5

Exhibit 99.2

ACQUISITION OF PSB HOLDINGS, INC. (OTC: PSBQ) INVESTOR PRESENTATION May 19, 2026 TICKER: BFC (NASDAQ)

LEGAL DISCLOSURE Forward Looking Statements This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In g eneral, forward - looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “p otential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the merger with PSB Ho ldi ngs, Inc. (“PSB”), the expected returns and other benefits of the merger to shareholders, expected improvement in operating efficiency resulting from the merger, est ima ted expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tan gible book value, and the effect of the merger on Bank First Corporation’s (“Bank First”) capital ratios. Forward - looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward - looki ng statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to dif fer materially from those expressed in or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings an d any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers, em ployee or other business partners, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) t he risk of successful integration of PSB’s business into Bank First, (5) the failure to obtain the necessary approval by the shareholders of PSB, (6) the amount of the cos ts, fees, expenses and charges related to the merger, (7) the ability of the parties to obtain required governmental approvals of the merger on expected terms or in a tim ely manner, or at all, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the merger, (9) the fai lure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the merger, (10) the risk that the integration of PSB ’S operations into the operations of Bank First will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be mor e e xpensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Bank First’s issuance of additional shares of its common stock in the merger, (13) the successful integration of the recently completed acquisition of Centre 1 Bancorp, Inc., and (14) general competitive, economi c, political and market conditions. Many of these factors are beyond Bank First's and People's ability to control or predict. Other relevant risk factors may be detai led from time to time in Bank First’s press releases and filings with the Securities and Exchange Commission (the “SEC”). Consequently, no forward - looking statement can be guarantee d. Neither Bank First nor PSB undertakes any obligation to update or revise any forward - looking statements, whether as a result of new information, future eve nts or otherwise, except as required by law. For any forward - looking statements made in this presentation or any related documents, Bank First and PSB claim protection of the safe harbor for forward - looking statements contained in the Private Securities Litigation Reform Act of 1995. Additional Information about the Merger and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitatio n o f any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Se cur ities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation wou ld be unlawful. In connection with the proposed merger, Bank First will file with the SEC a registration statement on Form S - 4 that will include a proxy statement of PSB and a prospectus of Bank First, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDER S T O READ THE REGISTRATION STATEMENT ON FORM S - 4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S - 4 AND ANY OTHER RELEV ANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BANK FIRST , P SB AND THE PROPOSED MERGER. The proxy statement/prospectus will be sent to the shareholders of PSB seeking the required shareholder approval. Inv est ors and security holders will be able to obtain free copies of the registration statement on Form S - 4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by Bank First through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by Bank First will also be av ailable free of charge on the Investor Relations page of Bank First’s website at https://ir.bankfirst.com/financials/sec - filings/default.aspx, or by directing a writte n request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 54221 - 0010, Attn: Kelly Dvorak. Bank First’s telephone number is (920) 652 - 3100. Participants in the Transaction Bank First, PSB and certain of their respective directors and executive officers may be deemed to be participants in the soli cit ation of proxies from the shareholders of PSB in connection with the proposed transaction. Certain information regarding the interests of these participants and a desc rip tion of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about Bank First and its directors and officers may be found on Bank First’s Shareholder Services page at www.ban kfi rst.com and in BFC’s proxy statement filed with the SEC on April 14, 2026. 2

BUILDING A PREMIER MIDWEST FRANCHISE 3 1) Estimated tangible common equity at closing inclusive of purchase accounting marks and one - time merger expenses 2) Reflects non - GAAP financial metric Note: Financial data as of March 31, 2026; Estimated financial impact is presented for illustrative purposes only; Branch count includes full - service brick and mortar branches Source: S&P Capital IQ Pro Pro Forma Entity $7.6bn Assets $5.6bn Loans $6.3bn Deposits ~$665mm Tangible Common Equity at Close¹ ² 50 Branches 0.25 yr. TBV Dilution Earnback 1.0% TBV Dilution 1.9% ’27E Pro Forma ROAA 11.1% CET1 Ratio at Close Transaction Impact ~14% ’27 EPS Accr .

4 PSB Financial Highlights ▪ PSB Holdings, Inc. (“PSB”), the holding company for Peoples State Bank, was founded in 1962 and is headquartered in Wausau, Wisconsin ▪ Operates primarily across central and northern Wisconsin, maintaining a network of 12 full - service banking locations and a strong regional presence ▪ Balanced loan portfolio with a focus on commercial lending, including 45% CRE and 13% C&I loans ▪ Established core deposit franchise with total deposits of $1.2B supported by a stable, relationship - based funding mix OVERVIEW OF PSB HOLDINGS, INC. 13.51% CET1 Ratio¹ 3.45% NIM $1.5bn Assets 9.97% Leverage Ratio¹ 6.12% Yield on Loans $1.1bn Loans 23.8% NIB / Deposits 2.01% Cost of Deposits $1.2bn Deposits Company Description 1) Bank - level call report data as of March 31, 2026 Note: Consolidated financials shown as of March 31, 2026 Source: S&P Capital IQ Pro, Company documents

5 • Elevates our Wisconsin deposit market share from #7 to #6, strengthening our competitive standing • Merges two highly compatible franchises with a shared commitment to community banking and relationship - driven service • Capitalizes on an expanded Wisconsin footprint to accelerate growth and capture new revenue opportunities TRANSACTION HIGHLIGHTS • Projected EPS accretion of 14.2% and 12.0% in 2027 and 2028, respectively • 1.0% TBV dilution at closing with an estimated earn back of 0.25 year using the crossover method • Projected 18%+ internal rate of return exceeds internal targets • Bolsters core deposit liquidity to fuel Bank First’s organic growth initiatives • Shared values and highly compatible credit cultures • Completed comprehensive due diligence process • Identified, compelling (35%) cost savings opportunities • Experienced acquirer with proven integration framework to realize transaction value Financially Attractive Strategically Compelling Low Risk Transaction

EXPANSION IN SOUTHERN WISCONSIN AND ENTRY TO NORTHERN WISCONSIN 6 Note: Deposit market share data as of June 30, 2025; Branch count includes full - service brick and mortar branches Source: S&P Capital IQ Pro Rank Institution Branch Count Dep.($M) MKT Share(%) 1 Bank of Montreal 3 1,505 28.8 2 PSB Holdings Inc. (WI) 5 792 15.2 3 River Valley Bancorp. Inc. (WI) 5 705 13.5 4 Associated Banc-Corp (WI) 2 577 11.0 5 Abby Bancorp (WI) 4 355 6.8 6 Nicolet Bankshares Inc. (WI) 3 332 6.4 7 U.S. Bancorp (MN) 3 205 3.9 8 Bosshard Financial Group Inc. (WI) 3 199 3.8 9 Marathon Bancorp (WI) 3 156 3.0 10 Stratford Bancshares (WI) 2 150 2.9 Top 10 Institutions 33 4,975 95.3 Total For Institutions In Market 43 5,220 100.0 County of Marathon, WI June 2025 Rank Institution Branch Count Dep.($M) MKT Share(%) 1 Associated Banc-Corp (WI) 2 278 24.2 2 Bank of Montreal 3 234 20.4 3 PSB Holdings Inc. (WI) 2 200 17.4 4 River Valley Bancorp. Inc. (WI) 1 176 15.4 5 Nicolet Bankshares Inc. (WI) 2 159 13.9 6 U.S. Bancorp (MN) 1 92 8.0 7 Forward MHC (WI) 1 8 0.7 Total For Institutions In Market 12 1,148 100.0 County of Oneida, WI June 2025

MRQ Pro Forma ¹ Yield on Loans: 5.77% Yield on Loans: 6.12% Yield on Loans: 5.84% Cost of Deposits: 1.59% Cost of Deposits: 2.01% Cost of Deposits: 1.67% Loan Composition Deposit Composition 25% 10% 34% 16% 6% 8% 3% 1-4 Multi CRE C&I C&D Farm + Ag. Cons. + Other 26% 6% 45% 13% 8% 1% 1% 25% 9% 36% 15% 6% 6% 2% 24% 15% 37% 18% 6% 29% 12% 42% 13% 5% 30% 11% 43% 12% 4% Nonint. Bearing Trans. MMDA + Savings Retail Jumbo 7 PRO FORMA LOAN & DEPOSIT MIX 1) Loan composition and balances exclude purchase accounting adjustments Note: Totals may not equal 100% due to rounding; Loan and deposit composition as of March 31, 2026 bank - level regulatory filings Source: S&P Capital IQ Pro $4.5B $5.1B $1.1B $1.2B $5.6B $6.3B

TRANSACTION SUMMARY ▪ Bank First Corporation (“Bank First”) ▪ Manitowoc, WI ▪ Established 1894 Buyer ▪ PSB Holdings, Inc. (“PSB”) ▪ Wausau, WI ▪ Established 1962 Seller ▪ 100% Stock consideration ▪ 0.3470 x Exchange ratio Consideration ▪ $ 202.9 million in aggregate² ▪ $ 49.85 implied per share transaction value Transaction Value¹ ▪ 163% of Tangible Book Value per share ▪ 14.1x LTM Earnings per share ▪ 7.4 x 2027 Estimated Earnings per share + 35% Cost Savings ▪ 8.0 % Premium on core deposits³ ▪ Pay - to - Trade ratio of 53 % ⁴ Valuation Multiples¹ ▪ 89% Bank First / 11% PSB Pro Forma Ownership ▪ Q4 2026 Expected Closing 8 1) Transaction value and valuation multiples are based on BFC’s closing share price of $143.66 as of May 18, 2026 and PSB’s March 31, 2026 financial data 2) Based on PSB’s common shares outstanding of 4,020,508 (inclusive of 7,656 RSUs vested and converted to common shares at closing) and 95,202 options cashed out with merger consideration 3) Core deposits exclude certificates of deposits greater than $100,000 per call report data 4) Pay - to - Trade defined as the transaction TBV multiple divided by BFC’s standalone TBV multiple

9 FINANCIAL IMPACT ▪ Cost savings of 35.0% of PSB’s expense base ($14.8 million fully - phased in) ▪ 90% phased - in during 2027, 100% thereafter ▪ $23.0 million in estimated pre - tax deal expenses, fully realized in pro forma tangible book value estimate at closing ▪ Loan credit mark of 2.68% estimated gross loans at closing, or $31.8 million ▪ Loan interest rate mark of 1.76% estimated gross loans at closing, or $20.9 million (75% of mark is accreted into earnings over 2.9 years SYD) ▪ 75% of PSB’s pre - tax loss on AFS securities of $17.0 million accreted through earnings over 6.7 years SYD ▪ HTM securities mark of $9.6 million (75% of mark accreted over 6.7 years SYD) ▪ Mortgage servicing write - up of $1.6 million ▪ Other borrowings mark - up of $0.8, amortized through earnings over remaining term ▪ Core deposit intangible of 3.00%, amortized over 10 years SYD Key Assumptions ▪ 14.2% in 2027 ▪ 12.0% in 2028 Projected EPS Accretion ▪ TBV dilution of 1.0% at closing ▪ 0.25 year TBVPS dilution earnback (crossover method) Projected TBV Impact ▪ 18%+ IRR, above internal targets Internal Rate of Return ▪ 8.8% tangible common equity / tangible assets ▪ 9.2% leverage ratio Expected Pro Forma Capital Levels at Closing

Note: Completion date shown for past acquisitions Source: S&P Capital IQ Pro 10 Total Assets ($B) DEMONSTRATED M&A EXPERIENCE Acquisition Tomah Bancshares May 2020 $183 M Assets Acquisition Partnership Community Bancshares July 2019 $310 M Assets Acquisition Denmark Bancshares August 2022 $681 M Assets Acquisition Hometown Bancorp February 2023 $654 M Assets Acquisition PSB Holdings Anticipated Q4 2026 $1.5B Assets Acquisition Waupaca Bancorporation October 2017 $ 429M Assets Acquisition Centre 1 Bancorp January 2026 $1.5B Assets

0 DRIVING EARNINGS PER SHARE GROWTH 11 1) BFC closed UFS sale on October 1, 2023 and recorded a $39 million pre - tax gain Note: 2026E and 2027E are median consensus analyst estimates as of May 18 , 2026 Source: S&P Capital IQ Pro Earnings Per Share ($) 2027E EPS Accretion from PSB Acquisition of 14.2% or $1 .47 per share

EXCEPTIONAL TOTAL RETURN PERFORMANCE 12 Note: Market data as of May 18, 2026 Source: S&P Capital IQ Pro Total Return Performance Since December 31, 2016

THANK YOU! www.bankfirst.com | MEMBER FDIC EQUAL HOUSING LENDER

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-Name Exchange Act

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

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