Merger Agreement Between Isabella Bank Corporation and Grand River Commerce, Inc.

Isabella Bank Corporation and Grand River Commerce, Inc. have entered into an Agreement and Plan of Merger. The agreement outlines a two-step merger process: first, Merger Sub will merge with Grand River, with Grand River surviving as an interim entity. Subsequently, Grand River will merge with Isabella, making Isabella the surviving entity. Following these mergers, Grand River Bank will merge with Isabella Bank. Shareholders of Grand River can elect to receive either cash or Isabella common stock, subject to proration. The total cash consideration is approximately $18.26 million, and the total stock consideration is 839,003 shares of Isabella common stock. The agreement includes customary representations, warranties, and covenants from both parties, as well as conditions for closing, including shareholder approval and regulatory approvals. A termination fee of $2.18 million is payable by Grand River under certain circumstances.