Common use of Execution and Delivery; No Violation Clause in Contracts

Execution and Delivery; No Violation. (A) BFST has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. BFST has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by BFST. Assuming due authorization, execution and delivery by TCBI, this Agreement constitutes the legal, valid and binding obligation of BFST, enforceable against BFST in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (B) Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, constitutes or will constitute: (i) a breach or violation of any provision of the Constituent Documents of BFST or b1BANK; (ii) a violation of any Legal Requirement applicable to BFST, b1BANK or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST or b1BANK under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST or b1BANK is a party, or by which it or any of its properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (Aa) BFST PSB has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds of all the votes entitled to be cast at a meeting in which a quorum exists (the “Required PSB Vote”), and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. BFST has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby have been duly and documents contemplated validly approved by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated TransactionsPSB Board. This Agreement has been duly and validly executed and delivered by BFSTto Summit. Assuming due authorization, execution and delivery by TCBISummit, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTPSB, enforceable against BFST PSB in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (Bb) Subject The PSB Board has directed that this Agreement and the Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the receipt adoption of any regulatory consents this Agreement by the Required PSB Vote, no other votes are necessary to approve this Agreement and approvals to consummate the Transactions contemplated hereby. (c) Except as set forth in Section 4.07 and the expiration of related waiting periodsPSB Disclosure Schedule 3.3(c), neither the execution, execution and delivery or performance of this Agreement nor the consummation of the transactions Transactions contemplated hereby, nor compliance by this Agreement, constitutes PSB with any of the terms or will constituteprovisions hereof (provided the Required PSB Vote and the Requisite Regulatory Approvals are obtained) shall: (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST PSB or b1BANKthe organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTPSB, b1BANK any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of BFST PSB or b1BANK any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST PSB or b1BANK any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST A. BVB has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required the approval of its shareholders and receipt of regulatory and shareholder approvals, to perform 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 BVB Board. The BVB Board has directed that this Agreement and the transactions contemplated hereby be submitted to its obligations under shareholders for approval at a special meeting and, except for the adoption of this Agreement. BFST has taken all Agreement by the requisite affirmative vote of the outstanding BVB Stock entitled to vote thereon, no other corporate action proceedings on the part of BVB and no other shareholder votes are necessary to authorize approve this Agreement and to consummate the executiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered to Interchange. Assuming due authorization, execution and delivery by Interchange, this Agreement constitutes the valid and binding obligation of BVB, enforceable against BVB in accordance with their respective terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). B. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by BVB with any of the terms or provisions hereof or thereof (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by BFST. Assuming due authorization, execution and delivery by TCBI, this Agreement constitutes the legal, valid and binding obligation of BFST, enforceable against BFST in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (B) Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, constitutes or will constitute: (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST BVB or b1BANKany BVB Subsidiary; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTBVB, b1BANK the BVB Subsidiaries or any of their respective properties Properties or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature ("Lien") upon any of the properties respective Properties or assets of BFST or b1BANK BVB under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST or b1BANK BVB is a party, or by which it or any of its properties, Properties assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST TCBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. BFST TCBI has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST TCBI Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST TCBI and its shareholders and has approved the Merger directed that this Agreement and the other Contemplated Transactions, including Transactions be submitted to TCBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the issuance foregoing effect. Except for the approval of shares of BFST Common Stock this Agreement by a vote in connection accordance with the Merger as contemplated by this Agreement TBOC and TCBI’s Constituent Documents at the TCBI Meeting (the “BFST Stock IssuanceRequisite TCBI Vote”). BFST has adopted ) and approved the adoption and approval of the Bank Merger Agreement in its capacity by TCBI as the Texas Citizens Bank’s sole shareholder of b1BANK. No shareholder, no other corporate proceedings on the part of BFST TCBI are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by BFSTTCBI. Assuming due authorization, execution and delivery by TCBIBFST, this Agreement constitutes the legal, valid and binding obligation of BFSTTCBI, enforceable against BFST TCBI in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (B) Subject Except as set forth in Section 5.03(B) of the Schedules and subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 5.09 and the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, constitutes or will constitute: constitute (i) a breach or violation of any provision of the Constituent Documents of BFST TCBI or b1BANKany TCBI Subsidiary; (ii) a violation of any Legal Requirement applicable to BFSTTCBI, b1BANK a TCBI Subsidiary or any of their respective properties or assetsassets or require the consent or approval of any Governmental Authority; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST TCBI or b1BANK any TCBI Subsidiary under or require the consent or approval of any Person (other than any Governmental Authority) under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST TCBI or b1BANK a TCBI Subsidiary is a party, or by which it or any of its properties, assets or business activities may be bound or affected. TCBI has made available to BFST a complete and correct copy of its charter and bylaws or equivalent organizational documents, each as amended to date, of TCBI and each of its Subsidiaries, the minute books of TCBI and each of its Subsidiaries, and the stock ledgers and stock transfer books of TCBI and each of its Subsidiaries. Neither TCBI nor any of its Subsidiaries is in violation of any of the terms of its Constituent Documents.

Execution and Delivery; No Violation. (A) BFST Each of Investar and Interim Company has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreement. BFST Each of Investar and its Subsidiaries has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by BFSTInvestar and Interim Company to CFG. Assuming due authorization, execution and delivery by TCBICFG, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTInvestar and Interim Company, enforceable against BFST each in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy ExceptionEnforceability Exceptions. (B) Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 4.03 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this AgreementContemplated Transactions, constitutes or will constitute: constitute (i) a breach or violation of any provision of the Constituent Documents of BFST Investar or b1BANKits Subsidiaries; (ii) a violation of any Legal Requirement applicable to BFST, b1BANK Investar or its Subsidiaries or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST Investar or b1BANK its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST Investar or b1BANK any of its Subsidiaries is a party, or by which it or any of its properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST A. Interchange has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required the approval of its shareholders and receipt of regulatory and shareholder approvals, to perform its obligations under this Agreementconsummate the transactions contemplated hereby. BFST has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the transactions contemplated hereby have been duly and documents contemplated validly approved by this Agreement to which it is a partythe Interchange Board. The BFST Interchange Board has determined directed that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Interchange Stock in connection with pursuant to the Merger as contemplated by terms of this Agreement (be submitted to its shareholders for approval at a special meeting and, except for the “BFST approval of the issuance of such additional shares by the requisite affirmative vote of the outstanding Interchange Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No entitled to vote thereon, no other corporate proceedings on the part of BFST Interchange and no other shareholder votes are necessary to approve this Agreement or and to consummate the Contemplated Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by BFSTto BVB. Assuming due authorization, execution and delivery by TCBIBVB, this Agreement constitutes the legal, valid and binding obligation of BFSTInterchange, enforceable against BFST Interchange in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (B) Subject to B. Neither the receipt of any regulatory consents execution and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by this Agreement, constitutes Interchange with any of the terms or provisions hereof (provided the required regulatory and shareholder approvals are obtained) will constitute: (i) violate any provision of the articles or bylaws of Interchange; (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Interchange or any of its properties or assets; (iii) violate, conflict with, result in a breach or violation of any provision of the Constituent Documents of BFST or b1BANK; (ii) a violation of any Legal Requirement applicable to BFST, b1BANK or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, constitute a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien upon any of the properties or assets of BFST or b1BANK Interchange under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST or b1BANK Interchange is a party, or by which it or any of its properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (Aa) BFST ViewPoint has full all requisite corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the transactions contemplated hereby. BFST has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the transactions contemplated hereby have been duly and documents contemplated validly approved by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated TransactionsViewPoint Board. This Agreement has been duly and validly executed and delivered by BFSTto Legacy. Assuming due authorization, execution and delivery by TCBILegacy, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTViewPoint, enforceable against BFST ViewPoint in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (Bb) Subject to Neither the receipt of any regulatory consents execution and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by this Agreement, constitutes ViewPoint with any of the terms or will constitute: provisions hereof (provided the Required Legacy Vote and the Requisite Regulatory Approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST ViewPoint or b1BANKthe organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTViewPoint, b1BANK or any of its Subsidiaries, or any of their respective properties or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien upon any of the properties respective Properties or assets of BFST ViewPoint or b1BANK any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any material note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license material instrument or similar authorization obligation to which BFST ViewPoint or b1BANK any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (Aa) BFST Legacy has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to the approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds of the outstanding shares of Legacy Common Stock entitled to vote at the Legacy Shareholder Meeting (the “Required Legacy Vote”) and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the transactions contemplated hereby. BFST has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated TransactionsLegacy Board. This Agreement has been duly and validly executed and delivered by BFSTto ViewPoint. Assuming due authorization, execution and delivery by TCBIViewPoint, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTLegacy, enforceable against BFST Legacy in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (Bb) Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 The Legacy Board has directed that this Agreement and the expiration transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the adoption of related waiting periodsthis Agreement by Required Legacy Vote, neither no other votes are necessary to approve this Agreement and to consummate the execution, transactions contemplated hereby and thereby. (c) Neither the execution and delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by this Agreement, constitutes Legacy with any of the terms or will constitute: provisions hereof (provided the required regulatory and shareholder approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST Legacy or b1BANKthe organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTLegacy, b1BANK any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of BFST Legacy or b1BANK any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any material note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license material instrument or similar authorization obligation to which BFST Legacy or b1BANK any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST has full corporate power A. The execution and authority to execute and deliver delivery of this Agreement has been duly and validly approved by the board of directors of Teche Bancshares and, subject except for the approval and adoption of the Merger by the shareholders of Teche Bancshares at the Teche Bancshares Meeting, no other corporate proceedings are required on the part of Teche Bancshares to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. BFST has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of approve this Agreement and the other agreements and documents transactions contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactionshereby. This Agreement has been duly and validly executed and delivered by BFSTto KSB Bancorp. Assuming due authorization, execution and delivery by TCBIKSB Bancorp, this Agreement constitutes the legal, valid and binding obligation of BFSTTeche Bancshares, enforceable against BFST Teche Bancshares in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 and 5.08, the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreementhereby, (i) constitutes or will constitute: constitute (i) a breach or violation of any provision of the Constituent Documents articles of BFST incorporation or b1BANKbylaws of Teche Bancshares or Teche Bank; (ii) a violation of any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTTeche Bancshares, b1BANK Teche Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST Teche Bancshares or b1BANK Teche Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST Teche Bancshares or b1BANK Teche Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST has full corporate power A. The execution and authority to execute and deliver delivery of this Agreement has been duly and validly approved by the board of directors of KSB Bancorp and, subject except for the approval and adoption of the Merger by the shareholders of KSB Bancorp at the KSB Bancorp Meeting, no other corporate proceedings are required on the part of KSB Bancorp to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. BFST has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of approve this Agreement and the other agreements and documents transactions contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactionshereby. This Agreement has been duly and validly executed and delivered by BFSTto Teche Bancshares. Assuming due authorization, execution and delivery by TCBITeche Bancshares, this Agreement constitutes the legal, valid and binding obligation of BFSTKSB Bancorp, enforceable against BFST KSB Bancorp in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 4.08, and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreementhereby, constitutes or will constitute: constitute (i) a breach or violation of any provision of the Constituent Documents articles of BFST incorporation or b1BANKbylaws (or similar governing documents) of KSB Bancorp or Kaplan State Bank; (ii) a violation of any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTKSB Bancorp, b1BANK Kaplan State Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST KSB Bancorp or b1BANK ▇▇▇▇▇▇ State Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST KSB Bancorp or b1BANK ▇▇▇▇▇▇ State Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (Aa) BFST Peoples has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least a majority of the votes cast at a meeting in which a quorum exists (the “Required Peoples Vote”), and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. BFST has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated TransactionsPeoples Board. This Agreement has been duly and validly executed and delivered by BFSTto Summit. Assuming due authorization, execution and delivery by TCBISummit, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTPeoples, enforceable against BFST Peoples in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (Bb) Subject The Peoples Board has directed that this Agreement and the Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the receipt adoption of any regulatory consents this Agreement by Required Peoples Vote, no other votes are necessary to approve this Agreement and approvals to consummate the Transactions contemplated hereby and thereby. (c) Except as set forth in Section 4.07 and the expiration of related waiting periodsPeoples Disclosure Schedule 3.3(c), neither the execution, execution and delivery or performance of this Agreement nor the consummation of the transactions Transactions contemplated hereby, nor compliance by this Agreement, constitutes Peoples with any of the terms or will constitute: provisions hereof (provided the Required Peoples Vote and the Requisite Regulatory Approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST Peoples or b1BANKthe organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTPeoples, b1BANK any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of BFST Peoples or b1BANK any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST Peoples or b1BANK any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST A. Each of State National BHC and New Heritage has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreementconsummate the transactions contemplated hereby. BFST has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the transactions contemplated hereby have been duly and documents contemplated validly approved by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms board of directors of State National BHC and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated TransactionsNew Heritage. This Agreement has been duly and validly executed and delivered by BFSTto Heritage BHC. Assuming due authorization, execution and delivery by TCBIHeritage BHC, this Agreement constitutes the legal, valid and binding obligation of BFSTState National BHC and New Heritage, enforceable against BFST State National BHC and New Heritage in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (B) Subject to B. Neither the receipt of any regulatory consents execution and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by this Agreement, constitutes State National BHC and New Heritage with any of the terms or provisions hereof (provided the required regulatory and shareholder approvals are obtained) will constitute: (i) a breach or violation of violate any provision of the Constituent Documents articles or bylaws of BFST State National BHC or b1BANKNew Heritage; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTState National BHC, b1BANK New Heritage or any of their respective properties or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien upon any of the properties or assets of BFST State National BHC or b1BANK New Heritage under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST State National BHC or b1BANK New Heritage is a party, or by which it or any of its properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST A. PBI has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. BFST PBI has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST PBI Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST PBI and its shareholders and has approved the Merger directed that this Agreement and the other Contemplated Transactions, including transactions contemplated hereby be submitted to PBI’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the issuance foregoing effect. Except for the approval of shares of BFST Common Stock this Agreement by a vote in connection accordance with the Merger as contemplated by this Agreement LBCA and PBI’s Constituent Documents at the PBI Meeting (the “BFST Stock IssuanceRequisite PBI Vote”). BFST has adopted ) and approved the adoption and approval of the Bank Merger Agreement in its capacity by PBI as the Pedestal Bank’s sole shareholder of b1BANK. No shareholder, no other corporate proceedings on the part of BFST PBI are necessary to approve this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by BFSTPBI. Assuming due authorization, execution and delivery by TCBIBFST, this Agreement constitutes the legal, valid and binding obligation of BFSTPBI, enforceable against BFST PBI in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 5.09 and the expiration of related waiting periods, and neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, constitutes or will constitute: constitute (i) a breach or violation of any provision of the Constituent Documents of BFST PBI or b1BANKany PBI Subsidiary; (ii) a violation of any Legal Requirement applicable to BFSTPBI, b1BANK a PBI Subsidiary or any of their respective properties or assetsassets or require the consent or approval of any Governmental Authority; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST PBI or b1BANK any PBI Subsidiary under or require the consent or approval of any Person (other than any Governmental Authority) under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST PBI or b1BANK a PBI Subsidiary is a party, or by which it or any of its properties, assets or business activities may be bound or affected. PBI has made available to BFST a complete and correct copy of its charter and bylaws or equivalent organizational documents, each as amended to date, of PBI and each of its Subsidiaries, the minute books of PBI and each of its Subsidiaries, and the stock ledgers and stock transfer books of PBI and each of its Subsidiaries. Neither PBI nor any of its Subsidiaries is in violation of any of the terms of its Constituent Documents.

Execution and Delivery; No Violation. (Aa) BFST First Century has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to the approval of this Agreement (including the Merger) by the affirmative vote of at least a majority of the shares of First Century Common Stock represented at a meeting in which a quorum exists (the “Required First Century Vote”) and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. BFST has taken all requisite corporate action necessary to authorize the execution, The execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated TransactionsFirst Century Board. This Agreement has been duly and validly executed and delivered by BFSTto Summit. Assuming due authorization, execution and delivery by TCBISummit, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTFirst Century, enforceable against BFST First Century in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (Bb) Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 The First Century Board has directed that this Agreement and the expiration Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the adoption of related waiting periodsthis Agreement by Required First Century Vote, neither no other votes are necessary to approve this Agreement and to consummate the execution, Transactions contemplated hereby and thereby. (c) Neither the execution and delivery or performance of this Agreement nor the consummation of the transactions Transactions contemplated hereby, nor compliance by this Agreement, constitutes First Century with any of the terms or will constitute: provisions hereof (provided the Required First Century Vote and the Requisite Regulatory Approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST First Century or b1BANKthe organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTFirst Century, b1BANK any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofexcept as set forth on First Century Disclosure Schedule 3.3(c), a violate, conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of BFST First Century or b1BANK any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST First Century or b1BANK any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST A. Each of Investar and the Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. BFST Each of Investar and the Merger Subsidiary has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by BFSTInvestar and the Merger Subsidiary. Assuming due authorization, execution and delivery by TCBIBOJ, this Agreement constitutes the legal, valid and binding obligation of BFSTInvestar and the Merger Subsidiary, enforceable against BFST Investar and the Merger Subsidiary in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, constitutes or will constitute: (i) a breach or violation of any provision of the Constituent Documents of BFST Investar or b1BANKInvestar Bank; (ii) a violation of any Legal Requirement applicable to BFSTInvestar, b1BANK Investar Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST Investar or b1BANK Investar Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST Investar or b1BANK Investar Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) BFST A. Heritage BHC has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required the approval of its shareholders and receipt of regulatory and shareholder approvals, to perform 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 Heritage BHC Board. The Heritage BHC Board has directed that this Agreement and the transactions contemplated hereby be submitted to its obligations under shareholders for approval at a special meeting and, except for the adoption of this Agreement. BFST has taken all Agreement by the requisite affirmative vote of the outstanding Heritage BHC Stock entitled to vote thereon, no other corporate action proceedings on the part of Heritage BHC and no other shareholder votes are necessary to authorize approve this Agreement and to consummate the executiontransactions contemplated hereby. This Agreement has been duly and validly executed and delivered to State National BHC. Assuming due authorization, execution and delivery by State National BHC, this Agreement constitutes the valid and binding obligation of Heritage BHC, enforceable against Heritage BHC in accordance with their respective terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). B. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Heritage BHC with any of the terms or provisions hereof or thereof (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by BFST. Assuming due authorization, execution and delivery by TCBI, this Agreement constitutes the legal, valid and binding obligation of BFST, enforceable against BFST in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (B) Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, constitutes or will constitute: (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST Heritage BHC or b1BANKany Heritage BHC Subsidiary; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTHeritage BHC, b1BANK the Heritage BHC Subsidiaries or any of their respective properties Properties or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature ("Lien") upon any of the properties respective Properties or assets of BFST or b1BANK Heritage BHC under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST or b1BANK Heritage BHC is a party, or by which it or any of its properties, Properties assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (Aa) BFST WinFirst has full all requisite corporate power and authority to execute and deliver this Agreement and, subject subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least a majority of the votes entitled to be cast at a meeting in which a quorum exists (the “Required WinFirst Vote”), and receipt of all required regulatory and shareholder approvalsthe Requisite Regulatory Approvals, to perform its obligations under this Agreementconsummate the Transactions contemplated hereby. BFST This Agreement has taken all requisite corporate action necessary to authorize been adopted by the execution, WinFirst Board and the execution and delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements consummation of the Transactions contemplated hereby and documents contemplated thereby have been duly and validly approved by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST has adopted and approved the Bank Merger Agreement in its capacity as the sole shareholder of b1BANK. No other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated TransactionsWinFirst Board. This Agreement has been duly and validly executed and delivered by BFSTto Summit. Assuming due authorization, execution and delivery by TCBISummit, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTWinFirst, enforceable against BFST WinFirst in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the Bankruptcy Exceptionrights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity). (Bb) Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 The WinFirst Board has directed that this Agreement and the expiration Transactions contemplated hereby be submitted to its shareholders for approval at an annual or special meeting and, except for the adoption of related waiting periodsthis Agreement by Required WinFirst Vote, neither no other votes are necessary to approve this Agreement and to consummate the execution, Transactions contemplated hereby and thereby. (c) Neither the execution and delivery or performance of this Agreement nor the consummation of the transactions Transactions contemplated hereby, nor compliance by this Agreement, constitutes WinFirst with any of the terms or will constitute: provisions hereof (provided the Required WinFirst Vote and the Requisite Regulatory Approvals are obtained) shall (i) a breach or violation of violate any provision of the Constituent Documents charters, articles, certificates or bylaws of BFST WinFirst or b1BANKthe organizational or governing documents of any of its Subsidiaries; (ii) a violation of violate any Legal Requirement statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to BFSTWinFirst, b1BANK any of its Subsidiaries or any of their respective properties Properties (as defined in Section 9.1) or assets; or (iii) a breach or violation ofviolate, a conflict with, 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 the lapse of time, or both, would constitute a default) under, an event of result in the termination or cancellation under, an event giving rise to acceleration of accelerate the performance required by or rights or obligations under, or an event resulting result in the creation of any Lien lien, claim, charge, option, encumbrance, mortgage, pledge or security interest of any kind or nature (“Lien”) upon any of the properties respective Properties or assets of BFST WinFirst or b1BANK any of its Subsidiaries under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, lease deed of trust, license, lease, agreement, contract or other agreement, instrument, permit, concession, franchise, license instrument or similar authorization obligation to which BFST WinFirst or b1BANK any of its Subsidiaries is a party, or by which it or any of its propertiesSubsidiaries or any of their respective Properties, assets or business activities may be bound or affected.

Execution and Delivery; No Violation. (A) A. BFST has full corporate power and authority to execute and deliver this Agreement and, subject to the receipt of all required regulatory and shareholder approvals, to perform its obligations under this Agreement. BFST has taken all requisite corporate action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated by this Agreement to which it is a party. The BFST Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of BFST and its shareholders and has approved the Merger and the other Contemplated Transactions, including directed that the issuance of shares of BFST Common Stock in connection with the Merger as contemplated by this Agreement (the “BFST Stock Issuance”). BFST ) and the Agreement be submitted to BFST’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of the BFST Stock Issuance and approved the Agreement by a vote in accordance with the LBCA, the NASDAQ Stock Market rules and regulations and BFST’s Constituent Documents at the BFST Meeting (the “Requisite BFST Vote”) and the adoption and approval of the Bank Merger Agreement in its capacity by BFST as the b1Bank’s sole shareholder of b1BANK. No shareholder, no other corporate proceedings on the part of BFST are necessary to approve this Agreement or to consummate the Contemplated Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by BFST. Assuming due authorization, execution and delivery by TCBIPBI, this Agreement constitutes the legal, valid and binding obligation of BFST, enforceable against BFST in accordance with its terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (B) B. Subject to the receipt of any regulatory consents and approvals set forth in Section 4.07 and the expiration of related waiting periods, neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated by this Agreement, constitutes or will constitute: (i) a breach or violation of any provision of the Constituent Documents of BFST or b1BANKb1Bank; (ii) a violation of any Legal Requirement applicable to BFST, b1BANK b1Bank or any of their respective properties or assets; or (iii) a breach or violation of, a conflict with, the loss of any benefit under, a default (or an event which, with notice or the lapse of time, or both, would constitute a default) under, an event of termination or cancellation under, an event giving rise to acceleration of the performance required by or rights or obligations under, or an event resulting in the creation of any Lien upon any of the properties or assets of BFST or b1BANK b1Bank under, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization to which BFST or b1BANK b1Bank is a party, or by which it or any of its properties, assets or business activities may be bound or affected.