Common use of Director Covenants Clause in Contracts

Director Covenants. (a) Director acknowledges that he has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of Mainland Bank’s current and prospective customers Mainland Bank’s current and prospective services, Mainland Bank’s business projections and market studies, Mainland Bank’s business plans and strategies, and Mainland Bank’s studies and information concerning special services unique to Mainland Bank. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth below. Accordingly, other than in any capacity for or on behalf of Investar or any subsidiary of Investar, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) solicit the business of any person or entity who is a customer of Mainland Bank as of the date of this Support Agreement or as of the Closing Date on behalf of any other insured depository institution; (ii) (%3) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a fifty (50) mile radius of any location of Mainland Bank (the “Noncompete Area”), provided, however, that Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions; (A) serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; or (B) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; provided, however, that nothing in this Section 2(a)(ii) shall prevent Director from continuing to serve in his or her existing capacity with the insured depository institution(s) as listed on Schedule 1, attached hereto (Schedule 1 to list institution(s), position(s) currently held and dates of service in such position(s)); or (iv) recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the twelve (12) months preceding the Closing Date was, an employee of Mainland Bank unless such person’s employment has been terminated by Investar prior to the time of such solicitation; but nothing in this Section 2(a)(iii) applies to employment other than in the financial services business. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Support Agreement is entered into in connection with the sale to Investar of the goodwill of the business of Mainland Bank, (ii) Director is receiving valuable consideration for this Support Agreement, (iii) the restrictions imposed upon Director by this Support Agreement are essential and necessary to ensure Investar acquires the goodwill of Mainland Bank and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Support Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of Mainland Bank’s current and prospective customers Mainland Bankof OSB or any OSB Subsidiary, OSB’s and any OSB Subsidiary’s current and prospective services, Mainland BankOSB’s and any OSB Subsidiary’s business projections and market studies, Mainland BankOSB’s and any OSB Subsidiary’s business plans and strategies, OSB’s and Mainland Bankany OSB Subsidiary’s studies and information concerning special services unique to Mainland BankOSB or any OSB Subsidiary. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth below. Accordingly, other than in any capacity for or on behalf of Investar FFIN or any subsidiary of InvestarFFIN, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) solicit the business of any person or entity who is a customer of Mainland Bank OSB or any OSB Subsidiary as of the date of this Support Agreement or as of the Closing Date on behalf of any other insured depository institution; (ii) (%3A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a fifty (50) 35 mile radius of any location of Mainland Bank OSB or any OSB Subsidiary (the “Noncompete Area”), provided, however, that ) (but Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire an ownership interest in any publicly-traded depository institution, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions; (A) serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; or (B) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; provided, however, that nothing in this Section 2(a)(ii) shall prevent Director from continuing to serve in his or her existing capacity with the insured depository institution(s) as listed on Schedule 1, attached hereto (Schedule 1 to list institution(s), position(s) currently held and dates of service in such position(s)); or (iv) recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the twelve (12) months preceding the Closing Date was, an employee of Mainland Bank unless such person’s employment has been terminated by Investar prior to the time of such solicitation; but nothing in this Section 2(a)(iii) applies to employment other than in the financial services business. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Support Agreement is entered into in connection with the sale to Investar of the goodwill of the business of Mainland Bank, (ii) Director is receiving valuable consideration for this Support Agreement, (iii) the restrictions imposed upon Director by this Support Agreement are essential and necessary to ensure Investar acquires the goodwill of Mainland Bank and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Support Agreement are fair and reasonable.,

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of Mainland Bank’s current and prospective customers Mainland of the Bank, the Bank’s current and prospective services, Mainland the Bank’s business projections and market studies, Mainland the Bank’s business plans and strategies, and Mainland the Bank’s studies and information concerning special services unique to Mainland the Bank. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of Investar EQBK or any subsidiary Subsidiary of InvestarEQBK, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) i. solicit the business of any person or entity who is a customer of Mainland the Bank as of the date of this Support Agreement or as of the Closing Date on behalf of any other insured depository institution for the purpose of providing financial services to such person or entity, except for customers that also are customers of Docking’s subsidiary financial institution;; provided, that such solicitation shall not be to offer the same or similar financial products or services as such person or entity has received from the Bank during the twelve (12) months prior to the Closing Date. (ii) (%3) . acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, with any insured depository institution that has a location within a fifty (50) mile radius 50 miles of any location of Mainland the Bank (the “Noncompete Area”)) (but notwithstanding the foregoing, provided, however, that Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire additional ownership interest in any insured depository institution listed on Schedule 1 attached hereto, (3) acquire an ownership interest in any publicly-traded depository institutioninstitution or its holding company, so long as that ownership interest does not exceed 31% of the total number of shares outstanding of that depository institutioninstitution or holding company, and (34) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutionsinstitutions or holding companies); (A) iii. from and after the Effective Time, serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete AreaArea (but notwithstanding the foregoing, Director may continue to serve as a director of the insured depository institution disclosed on Schedule 2 attached hereto; orprovided, that Director complies with the other requirements set forth in this Agreement); (B) iv. establish or operate a branch or other office of an insured depository institution within the Noncompete Area; provided, however, that nothing in this Section 2(a)(ii) shall prevent Director from continuing to serve in his or her other than the operation of the existing capacity with and proposed physical locations of the insured depository institution(s) as listed institution disclosed on Schedule 1, 3 attached hereto (Schedule 1 to list institution(s), position(s) currently held and dates of service in such position(s))hereto; or (iv) v. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the twelve (12) 12 months preceding the Closing Date was, an employee of Mainland Bank unless such person’s employment has been terminated by Investar prior to the time of such solicitationBank; but nothing in this Section 2(a)(iii2(a)(v) applies to employment other than in the financial services businessor to those that voluntarily apply to Docking or its financial subsidiary for a job from a general solicitation for employees in newspapers and other media. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Support Agreement is entered into in connection with the sale to Investar EQBK of the goodwill of the business of Mainland Bank, (ii) Director is receiving valuable consideration for this Support Agreement, (iii) the restrictions imposed upon Director by this Support Agreement are essential and necessary to ensure Investar EQBK acquires the goodwill of Mainland Bank the Bank, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Support Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret and proprietary information relating to the identity and special needs of Mainland BankBank of York’s current and prospective customers Mainland Bankcustomers, Bank of York’s current and prospective services, Mainland BankBank of York’s business projections and market studies, Mainland BankBank of York’s business plans and strategies, and Mainland BankBank of York’s studies and information concerning special services unique to Mainland BankBank of York. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth below. Accordingly, other than in any capacity for or on behalf of Investar or any subsidiary of Investar, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) solicit the business of any person or entity who is a customer of Mainland Bank of York as of the date of this Support Agreement or as of the Closing Date on behalf of any other insured depository institution; (ii) (%3A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, any insured depository institution that has a location within a fifty (50) mile radius of any location of Mainland Bank of York (the “Noncompete Area”), provided, however, that Director may (1) retain any existing ownership interest in any insured depository institution as disclosed on Schedule 1 attached hereto, (2) acquire an ownership interest in any privately-held or publicly-traded depository institution, so long as that ownership interest does not exceed 310% of the total number of shares outstanding of that depository institution, and (3) invest in an existing mutual fund that invests, directly or indirectly, in such insured depository institutions; (A) serve as an officer, director, employee, agent or consultant to any insured depository institution that has a location within the Noncompete Area; or (B) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; provided, however, that nothing in this Section 2(a)(ii) shall prevent Director from continuing to serve in his or her existing capacity with the insured depository institution(s) as listed on Schedule 1, attached hereto (Schedule 1 to list institution(s), position(s) currently held and dates of service in such position(s)); or (iv) recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the twelve (12) months preceding the Closing Date was, an employee of Mainland Bank unless such person’s employment has been terminated by Investar prior to the time of such solicitation; but nothing in this Section 2(a)(iii) applies to employment other than in the financial services business. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 are too broad in terms of time, geographic area, lines of commerce or otherwise, that court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Support Agreement is entered into in connection with the sale to Investar of the goodwill of the business of Mainland Bank, (ii) Director is receiving valuable consideration for this Support Agreement, (iii) the restrictions imposed upon Director by this Support Agreement are essential and necessary to ensure Investar acquires the goodwill of Mainland Bank and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Support Agreement are fair and reasonable.

Director Covenants. (a) Director acknowledges that he or she has received substantial, valuable consideration, including confidential trade secret secrets and proprietary information relating to the identity and special needs of Mainland BankWestbound’s current and prospective customers Mainland Bankcustomers, Westbound’s current and prospective services, Mainland BankWestbound’s business projections and market studies, Mainland BankWestbound’s business plans and strategies, and Mainland BankWestbound’s studies and information concerning special services unique to Mainland BankWestbound. Director further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction and non-competition restrictions set forth below. Accordingly, other than in any capacity for or on behalf of Investar Guaranty or any subsidiary of InvestarGuaranty, Director agrees that Director will not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder or in any other capacity whatsoever: (i) i. solicit the business of any person or entity who is a customer of Mainland Bank Westbound as of the date of this Support Agreement or as of the Closing Date on behalf of any other insured depository institutioninstitution for the purpose of providing financial services to such person or entity; (ii) (%3A) acquire any interest in (directly or indirectly), charter, operate or enter into any franchise or other management agreement with, with any insured depository institution that has a location within a fifty twenty-five (5025) mile radius of any location of Mainland Bank Westbound (the “Noncompete Area”)) (but notwithstanding the foregoing, provided, however, that Director may (1) retain any existing ownership interest in any insured depository institution or its holding company as disclosed on Schedule 1 attached hereto, (2) acquire additional ownership interest in any insured depository institution or its holding company listed on Schedule 1 attached hereto, (3) acquire an ownership interest in any publicly-traded depository institutioninstitution or its holding company, so long as that ownership interest does not exceed 3% of the total number of shares outstanding of that depository institution, and (34) invest in an existing mutual fund that invests, directly or indirectly, in any such insured depository institutions;institutions or their holding companies), (AB) serve as an officer, director, employee, agent or consultant to any insured depository institution or holding company for an insured depository institution that has a location within the Noncompete Area, except for any such positions which Director already holds at the time of this Agreement and are set forth on Schedule 2 attached hereto; or (BC) establish or operate a branch or other office of an insured depository institution within the Noncompete Area; provided, however, that nothing in this Section 2(a)(ii) shall prevent Director from continuing to serve in his or her existing capacity with the insured depository institution(s) as listed on Schedule 1, attached hereto (Schedule 1 to list institution(s), position(s) currently held and dates of service in such position(s)); or (iv) iii. recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer others concerning employment, any person who is, or within the twelve (12) months preceding the Closing Date was, an employee of Mainland Bank unless such person’s employment has been terminated by Investar prior to the time of such solicitationWestbound; but nothing in this Section 2(a)(iii) applies to employment other than in the financial services businessservices. Director may not avoid the purpose and intent of this Section 2(a) by engaging in conduct within the geographically limited area Noncompete Area from a remote location through means such as telecommunications, written correspondence, computer generated or assisted communications, or other similar methods. (b) If any court of competent jurisdiction should determine that the terms of this Section 2 or Section 4 are too broad in terms of time, geographic area, lines of commerce or otherwise, that then such court is to modify and revise any such terms so that they comply with applicable law. (c) Director agrees that (i) this Support Agreement is entered into in connection with the sale to Investar Guaranty’s acquisition of the goodwill of the business of Mainland BankWestbound, (ii) Director is receiving valuable consideration for this Support Agreement, (iii) the restrictions imposed upon Director by this Support Agreement are essential and necessary to ensure Investar Guaranty acquires the goodwill of Mainland Bank Westbound, and (iv) all the restrictions (including particularly the time and geographical limitations) set forth in this Support Agreement are fair and reasonable.