Common use of Approvals; Authority Clause in Contracts

Approvals; Authority. (a) The Board of Directors (or a duly authorized committee of the Board of Directors) of FBC has approved this Agreement, the Ancillary Agreements and the matters contemplated herein and therein. No further corporate proceedings of FBC are needed to execute and deliver this Agreement and consummate the Merger. Each of this Agreement and the Ancillary Agreements to which FBC is a party has been authorized, duly executed and delivered by FBC and is a legal, valid and binding agreement of FBC enforceable against FBC in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (b) The sole member of Merger Subsidiary has approved this Agreement and the matters contemplated herein. FBC, in its capacity as the sole member of Merger Subsidiary, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Subsidiary are needed to execute and deliver this Agreement and consummate the Merger. This Agreement has been duly authorized, executed and delivered by Merger Subsidiary and is a legal, valid and binding agreement of Merger Subsidiary enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by FBC, the Merger Subsidiary or Franklin which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.

Approvals; Authority. (a) The Board of Directors (or a duly authorized committee of the Board of Directors) of FBC has approved this Agreement, the Ancillary Agreements Agreement and the matters contemplated herein herein. FBC has full corporate power and thereinauthority to execute and deliver this Agreement and the Retention Agreements and to consummate the transactions contemplated hereby and thereby. No further corporate proceedings of FBC are needed to execute and deliver this Agreement and consummate the Merger. Each of this This Agreement and the Ancillary Agreements to which FBC is a party has been authorized, duly executed and delivered by FBC and is a legal, valid and binding agreement of FBC enforceable against FBC in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (b) The sole member Board of Merger Subsidiary Directors of Franklin Bank has approved this Agreement and the matters contemplated hereinthereby. FBCBK2 Holdings, Inc., in its capacity as the sole member shareholder of Merger SubsidiaryFranklin Bank, has approved this Agreement. Franklin Bank has full corporate power and authority to execute and deliver this Agreement and the matters Retention Agreements and to consummate the transactions contemplated hereinhereby and thereby. No further corporate proceedings of Merger Subsidiary Franklin Bank or BK2 Holdings, Inc. are needed to execute and deliver this Agreement and consummate the Merger. This Agreement has been duly authorized, executed and delivered by Merger Subsidiary Franklin Bank and is a legal, valid and binding agreement of Merger Subsidiary Franklin Bank enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ creditors rights generally and general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by FBC, the Merger Subsidiary FBC or Franklin Bank which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.

Approvals; Authority. (a) Cedar Creek has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors (or a duly authorized committee of Cedar Creek and, other than the approval of this Agreement by the holders of at least two-thirds of the Board of Directors) of FBC has approved this AgreementCedar Creek Stock as required by law, the Ancillary Agreements and the matters contemplated herein and therein. No no further corporate proceedings of FBC Cedar Creek are needed to execute and deliver this Agreement and consummate the Mergertransactions contemplated hereby. Each of this This Agreement and the Ancillary Agreements to which FBC is a party has been duly authorized, duly executed and delivered by FBC Cedar Creek and is a legal, valid valid, and binding agreement of FBC Cedar Creek enforceable against FBC Cedar Creek in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. At the Closing (as hereinafter defined), all other agreements, documents and instruments to be executed and delivered by Cedar Creek which are referred to herein or contemplated hereby will have been duly executed and delivered by Cedar Creek and will constitute the legal, valid and binding obligation of Cedar Creek, enforceable against Cedar Creek in accordance with their respective terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles. (b) The sole member of Bank has the full corporate power and authority to execute and deliver the Bank Merger Subsidiary has approved this Agreement and the matters Retention Agreements (as hereinafter defined), and to consummate the transactions contemplated hereinhereby and thereby. FBCThe execution and delivery of the Bank Merger Agreement and the Retention Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Bank and, in its capacity other than the approval of the Bank Merger Agreement by Cedar Creek as the sole member shareholder of Merger Subsidiarythe Bank as required by law, has approved this Agreement and the matters contemplated herein. No no further corporate proceedings of Merger Subsidiary the Bank are needed to execute and deliver this the Bank Merger Agreement and the Retention Agreements and consummate the Mergertransactions contemplated thereby. This The Bank Merger Agreement has and the Retention Agreements have been duly authorized, executed and delivered by Merger Subsidiary the Bank and each is a legal, valid and binding agreement of Merger Subsidiary the Bank enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) . At the Closing, all other agreements, documents and instruments to be executed and delivered by FBC, the Merger Subsidiary or Franklin Bank which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, the Bank and will constitute the legal, valid and binding obligation of such entitythe Bank, enforceable against such entity the Bank in accordance with their respective termsterms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles.

Approvals; Authority. (a) The Board of Directors (or a duly authorized committee of the Board of Directors) of FBC Bank has approved full corporate power and authority to execute and deliver this Agreement, the Ancillary Agreements Accession Agreement and the matters Bank Merger Agreement and to consummate the transactions contemplated herein hereby and thereinthereby. No The execution and delivery of this Agreement, the Accession Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Bank and, other than the approval of this Agreement by the holders of at least two-thirds of the Bank Stock as required by law, no further corporate proceedings of FBC the Bank are needed to execute and deliver this Agreement, the Accession Agreement and the Bank Merger Agreement and consummate the Merger. Each of this transactions contemplated hereby and thereby. (b) This Agreement and the Ancillary Agreements to which FBC is a party has Bank Merger Agreement have been duly authorized, duly executed and delivered by FBC the Bank and is the Accession Agreement, when executed and delivered by the Bank, will be duly authorized executed and delivered by the Bank, and each of the Agreement and the Bank Merger Agreement is, and the Accession Agreement will be, a legal, valid valid, and binding agreement of FBC the Bank enforceable against FBC the Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. . At the Closing (b) The sole member of Merger Subsidiary has approved this Agreement as hereinafter defined), all other agreements, documents and the matters contemplated herein. FBC, in its capacity as the sole member of Merger Subsidiary, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Subsidiary are needed instruments to execute and deliver this Agreement and consummate the Merger. This Agreement has been duly authorized, be executed and delivered by Merger Subsidiary the Bank which are referred to herein or contemplated hereby will have been duly executed and is a delivered by the Bank and will constitute the legal, valid and binding agreement obligation of Merger Subsidiary the Bank, enforceable against it the Bank in accordance with its termstheir respective terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by FBC, the Merger Subsidiary or Franklin which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.

Approvals; Authority. (a) The Board Bank of Directors (or a duly authorized committee of York has the Board of Directors) of FBC has approved this Agreement, the Ancillary Agreements requisite corporate power and the matters contemplated herein and therein. No further corporate proceedings of FBC are needed authority to execute and deliver this Agreement (and consummate any related documents), and subject to the Mergerreceipt of all required regulatory and shareholder approvals, to perform its obligations hereunder and thereunder. Each The execution and delivery of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby, including the Merger, have been duly, validly and unanimously approved and authorized by the board of directors of Bank of York. The board of directors of Bank of York has unanimously determined, through valid corporate action that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Bank of York and its shareholders, has resolved to which FBC is recommend to Bank of York’s shareholders the approval of this Agreement and the transactions contemplated hereby, and has directed that the Agreement be submitted to Bank of York’s shareholders for approval and adoption. Except for the approval, in accordance with applicable law and the Organizational Documents of Bank of York, of the shareholders of Bank of York (the “Requisite Shareholder Approval”), and the issuance of a party certification relating to the Merger by the OCC, no further actions or corporate proceedings on the part of Bank of York are necessary to execute and deliver this Agreement or the related documents and to consummate the transactions contemplated hereby, including the Merger. (b) This Agreement has been authorized, duly executed and delivered by FBC Bank of York. Assuming the due authorization, execution and delivery by Investar and Investar Bank, this Agreement is a legalduly authorized, valid and valid, legally binding agreement of FBC Bank of York enforceable against FBC Bank of York in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or other similar laws relating to law affecting creditors’ rights and remedies generally and general equitable principles. , including principles of commercial reasonableness, good faith and fair dealing (b) The sole member of Merger Subsidiary has approved this Agreement and the matters contemplated herein. FBC, in its capacity as the sole member of Merger Subsidiary, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Subsidiary are needed to execute and deliver this Agreement and consummate the Merger. This Agreement has been duly authorized, executed and delivered by Merger Subsidiary and is a legal, valid and binding agreement of Merger Subsidiary enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by FBCcollectively, the Merger Subsidiary or Franklin which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles“Bankruptcy Exception”).

Approvals; Authority. The Bank has full corporate power and authority to execute and deliver this Agreement and the Retention Agreements (aas hereinafter defined) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Retention Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors (or a duly authorized committee of the Board Bank and, other than the approval of Directors) this Agreement by the holders of FBC has approved this Agreementat least two-thirds of the Bank Stock as required by law, the Ancillary Agreements and the matters contemplated herein and therein. No no further corporate proceedings of FBC the Bank are needed to execute and deliver this Agreement and the Retention Agreements and consummate the Mergertransactions contemplated hereby and thereby. Each of this This Agreement and the Ancillary Retention Agreements to which FBC is a party has have been duly authorized, duly executed and delivered by FBC the Bank and each is a legal, valid valid, and binding agreement of FBC the Bank enforceable against FBC the Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. . At the Closing (b) The sole member of Merger Subsidiary has approved this Agreement as hereinafter defined), all other agreements, documents and the matters contemplated herein. FBC, in its capacity as the sole member of Merger Subsidiary, has approved this Agreement and the matters contemplated herein. No further corporate proceedings of Merger Subsidiary are needed instruments to execute and deliver this Agreement and consummate the Merger. This Agreement has been duly authorized, be executed and delivered by Merger Subsidiary the Bank which are referred to herein or contemplated hereby will have been duly executed and is a delivered by the Bank and will constitute the legal, valid and binding agreement obligation of Merger Subsidiary the Bank, enforceable against it the Bank in accordance with its termstheir respective terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles. (c) At the Closing, all other agreements, documents and instruments to be executed and delivered by FBC, the Merger Subsidiary or Franklin which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, and will constitute the legal, valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles.

Approvals; Authority. (a) The Board of Directors (or a duly authorized committee of the Board of Directors) of FBC Bank has approved full corporate power and authority to execute and deliver this Agreement, the Ancillary Bank Merger Agreement, the FBC Stock Option and the Severance Agreements (as hereinafter defined) and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Bank Merger Agreement, the FBC Stock Option and the Severance Agreements and the matters consummation of the transactions contemplated herein hereby and therein. No thereby have been duly and validly approved by the Board of Directors of the Bank and, other than the approval of this Agreement by the holders of at least two-thirds of the Bank Stock as required by law, no further corporate proceedings of FBC the Bank are needed to execute and deliver this Agreement Agreement, the Bank Merger Agreement, the FBC Stock Option and the Severance Agreements and consummate the Mergertransactions contemplated hereby and thereby. Each of this Agreement This Agreement, the Bank Merger Agreement, the FBC Stock Option and the Ancillary Severance Agreements to which FBC is a party has have been duly authorized, duly executed and delivered by FBC the Bank and each is a legal, valid valid, and binding agreement of FBC the Bank enforceable against FBC the Bank in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. At the Closing (as hereinafter defined), all other agreements, documents and instruments to be executed and delivered by the Bank which are referred to herein or contemplated hereby will have been duly executed and delivered by the Bank and will constitute the legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with their respective terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles. (b) The sole member Principal Shareholder has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of Merger Subsidiary has approved this Agreement and the matters consummation of the transactions contemplated herein. FBC, in its capacity as hereby have been duly and validly approved by the sole member Board of Merger Subsidiary, has approved this Agreement Directors of the Principal Shareholder and the matters contemplated herein. No no further corporate proceedings of Merger Subsidiary the Principal Shareholder are needed to execute and deliver this Agreement and consummate the Mergertransactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Merger Subsidiary the Principal Shareholder and is a legal, valid valid, and binding agreement of Merger Subsidiary the Principal Shareholder enforceable against it the Principal Shareholder in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (c) . At the ClosingClosing (as hereinafter defined), all other agreements, documents and instruments to be executed and delivered by FBC, the Merger Subsidiary or Franklin Principal Shareholder which are referred to herein or contemplated hereby will have been duly executed and delivered by such entity, the Principal Shareholder and will constitute the legal, valid and binding obligation of such entitythe Principal Shareholder, enforceable against such entity the Principal Shareholder in accordance with their respective termsterms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and by general equitable principles.