Common use of Certificates of Secretary and Public Officials Clause in Contracts

Certificates of Secretary and Public Officials. The Parent Entities shall have delivered the following additional certificates: (i) a certificate of the secretary of the Parent Entities, dated as of the Closing Date, certifying and attesting as to: (1) the incumbency of officers of the Parent Entities executing documents executed and delivered in connection herewith, (2) the Articles of Incorporation of Parent as in effect from the date of this Agreement until the Closing Date, (3) the bylaws of Parent as in effect from the date of this Agreement until the Closing Date, (4) resolutions of Parent’s Board of Directors authorizing, adopting, or approving the applicable matters contemplated hereunder, (5) the Articles of Incorporation of Buyer Bank as in effect from the date of this Agreement until the Closing Date, (6) the bylaws of Buyer Bank as in effect from the date of this Agreement until the Closing Date; (ii) a certificate (dated not less than ten days prior to the Closing Date) of the Commonwealth of Virginia State Corporation Commission as to the good standing of Parent; (iii) if available, a certificate issued by the Federal Reserve Bank of Richmond (dated not less than ten days prior to the Closing Date) certifying that (A) Parent is a registered bank holding company and (B) First Bank’s current status as a member bank; and (iv) a certificate of the FDIC (dated not less than ten days prior to the Closing Date) certifying that First Bank is an insured depository institution.

Certificates of Secretary and Public Officials. The Parent Touchstone Entities shall have delivered the following additional certificates: (i) a certificate of the secretary of the Parent Touchstone Entities, dated as of the Closing Date, certifying and attesting as to: (1) the incumbency of officers of the Parent Touchstone Entities executing documents executed and delivered in connection herewith, (2) the Articles of Incorporation of Parent Touchstone as in effect from the date of this Agreement until the Closing Date, (3) the bylaws Bylaws of Parent Touchstone as in effect from the date of this Agreement until the Closing Date, (4) the resolutions of ParentTouchstone’s Board of Directors authorizing, adopting, or authorizing and approving the applicable matters contemplated hereunder, (5) the Articles of Incorporation of Buyer Touchstone Bank as in effect from the date of this Agreement until the Closing Date, and (6) the bylaws Bylaws of Buyer Touchstone Bank as in effect from the date of this Agreement until the Closing Date; (ii) a certificate (dated not less more than ten 10 days prior to the Closing Date) of the Commonwealth of Virginia State Corporation Commission as to the good standing of ParentTouchstone; (iii) if available, a certificate issued by the Federal Reserve Bank of Richmond (dated not less more than ten days prior to the Closing Date) certifying that (A) Parent Touchstone is a registered bank holding company and (B) First Bank’s current status as Touchstone Bank is a member bank; and (iv) if available, a certificate of the FDIC (dated not less more than ten days prior to the Closing Date) certifying that First Touchstone Bank is an insured depository institution.

Certificates of Secretary and Public Officials. The Parent Entities shall have delivered the following additional certificates: (i) a certificate of the secretary of the Parent Entities, dated as of the Closing Date, certifying and attesting as to: (1) the incumbency of officers of the Parent Entities executing documents executed and delivered in connection herewith, (2) the Articles of Incorporation of Parent as in effect from the date of this Agreement until the Closing Date, (3) the bylaws of Parent as in effect from the date of this Agreement until the Closing Date, (4) resolutions of Parent’s Board of Directors authorizing, adopting, or authorizing and approving the applicable matters contemplated hereunder, (5) the Articles of Incorporation of Buyer Bank First Community as in effect from the date of this Agreement until the Closing Date, (6) the bylaws of Buyer Bank First Community as in effect from the date of this Agreement until the Closing Date; (ii) a certificate (dated not less than ten days prior to the Closing Date) of the Commonwealth Secretary of Virginia State Corporation Commission of the State of South Carolina as to the good standing corporate existence of Parent; (iii) if available, a certificate issued by of the Federal Reserve Bank of Richmond (dated not less than ten days prior to the Closing Date) certifying that (A) Parent is a registered bank holding company and (B) First Bank’s current status as a member bankcompany; and (iv) a certificate of the FDIC South Carolina State Board of Financial Institutions (dated not less than ten days prior to the Closing Date) as to the good standing of First Community; and (v) a certificate of the Federal Deposit Insurance Corporation (dated not less than ten days prior to the Closing Date) certifying that First Bank Community is an insured depository institution.

Certificates of Secretary and Public Officials. The Parent FXNC Entities shall have delivered the following additional certificates: (i) a certificate of the secretary of the Parent FXNC Entities, dated as of the Closing Date, certifying and attesting as to: (1) the incumbency of officers of the Parent FXNC Entities executing documents executed and delivered in connection herewith, (2) the Articles of Incorporation of Parent FXNC as in effect from the date of this Agreement until the Closing Date, (3) the bylaws Bylaws of Parent FXNC as in effect from the date of this Agreement until the Closing Date, (4) resolutions of ParentFXNC’s Board of Directors authorizing, adopting, or approving the applicable matters contemplated hereunder, (5) the Articles of Incorporation of Buyer First Bank as in effect from the date of this Agreement until the Closing Date, and (6) the bylaws Bylaws of Buyer First Bank as in effect from the date of this Agreement until the Closing Date; (ii) a certificate (dated not less more than ten days prior to the Closing Date) of the Commonwealth of Virginia State Corporation Commission as to the good standing of ParentFXNC; (iii) if available, a certificate issued by the Federal Reserve Bank of Richmond (dated not less more than ten days prior to the Closing Date) certifying that (A) Parent FXNC is a registered bank holding company and (B) First Bank’s current status as Bank is a member bank; and (iv) if available, a certificate of the FDIC (dated not less more than ten days prior to the Closing Date) certifying that First Bank is an insured depository institution.

Certificates of Secretary and Public Officials. The Parent Cornerstone Entities shall have delivered the following additional certificates: (i) a certificate of the secretary of the Parent Cornerstone Entities, dated as of the Closing Date, certifying and attesting as to: (1) the incumbency of officers of the Parent Cornerstone Entities executing documents executed and delivered in connection herewith, (2) the Articles of Incorporation of Parent Cornerstone as in effect from the date of this Agreement until the Closing Date, (3) the bylaws of Parent Cornerstone as in effect from the date of this Agreement until the Closing Date, (4) resolutions of ParentCornerstone’s Board of Directors authorizing, adopting, or authorizing and approving the applicable matters contemplated hereunder, (5) the Articles articles of Incorporation association of Buyer Cornerstone Bank as in effect from the date of this Agreement until the Closing Date, (6) the bylaws of Buyer Cornerstone Bank as in effect from the date of this Agreement until the Closing Date; (ii) a certificate (dated not less than ten days prior to the Closing Date) of the Commonwealth Secretary of Virginia State Corporation Commission of the State of South Carolina as to the good standing corporate existence of ParentCornerstone; (iii) if available, a certificate issued by of the Federal Reserve Bank of Richmond (dated not less than ten days prior to the Closing Date) certifying that (A) Parent Cornerstone is a registered bank holding company and (B) First Bank’s current status as a member bankcompany; and (iv) a certificate of the FDIC OCC (dated not less than ten days prior to the Closing Date) as to the good standing of Cornerstone Bank; and (v) a certificate of the Federal Deposit Insurance Corporation (dated not less than ten days prior to the Closing Date) certifying that First Cornerstone Bank is an insured depository institution.

Certificates of Secretary and Public Officials. The Parent Entities shall have delivered the following additional certificates: (i) a certificate of the secretary of the Parent Entities, dated as of the Closing Date, certifying and attesting as to: (1) the incumbency of officers of the Parent Entities executing documents executed and delivered in connection herewith, (2) the Articles articles of Incorporation incorporation of Parent as in effect from the date of this Agreement until the Closing Date, (3) the bylaws of Parent as in effect from the date of this Agreement until the Closing Date, (4) resolutions of Parent’s Board board of Directors authorizing, adopting, or directors authorizing and approving the applicable matters contemplated hereunder, (5) the Articles articles of Incorporation incorporation of Buyer Bank First Reliance as in effect from the date of this Agreement until the Closing Date, (6) the bylaws of Buyer Bank First Reliance as in effect from the date of this Agreement until the Closing Date; (ii) a certificate (dated not less than ten days prior to the Closing Date) of the Commonwealth Secretary of Virginia State Corporation Commission of the State of South Carolina as to the good standing corporate existence of Parent; (iii) if available, a certificate issued by of the Federal Reserve Bank of Richmond (dated not less than ten days prior to the Closing Date) certifying that (A) Parent is a registered bank holding company and (B) First Bank’s current status as a member bankcompany; and (iv) a certificate of the FDIC South Carolina State Board of Financial Institutions (dated not less than ten days prior to the Closing Date) as to the good standing of First Reliance; and (v) a certificate of the Federal Deposit Insurance Corporation (dated not less than ten days prior to the Closing Date) certifying that First Bank Reliance is an insured depository institution.

Certificates of Secretary and Public Officials. The Parent Independence Entities shall have delivered the following additional certificates: (i) a certificate of the secretary of the Parent Independence Entities, dated as of the Closing Date, certifying and attesting as to: (1) the incumbency of officers of the Parent Independence Entities executing documents executed and delivered in connection herewith, (2) the Articles articles of Incorporation incorporation of Parent Independence as in effect from the date of this Agreement until the Closing Date, (3) the bylaws of Parent Independence as in effect from the date of this Agreement until the Closing Date, (4) resolutions of ParentIndependence’s Board board of Directors authorizing, adopting, or directors authorizing and approving the applicable matters contemplated hereunder, (5) the Articles articles of Incorporation association of Buyer Independence Bank as in effect from the date of this Agreement until the Closing Date, (6) the bylaws of Buyer Independence Bank as in effect from the date of this Agreement until the Closing Date; (ii) a certificate (dated not less than ten days prior to the Closing Date) of the Commonwealth Secretary of Virginia State Corporation Commission of the State of South Carolina as to the good standing corporate existence of ParentIndependence; (iii) if available, a certificate issued by of the Federal Reserve Bank of Richmond (dated not less than ten days prior to the Closing Date) certifying that (A) Parent Independence is a registered bank holding company and (B) First Bank’s current status as a member bankcompany; and (iv) a certificate of the FDIC OCC (dated not less than ten days prior to the Closing Date) as to the good standing of Independence Bank; and (v) a certificate of the Federal Deposit Insurance Corporation (dated not less than ten days prior to the Closing Date) certifying that First Independence Bank is an insured depository institution.