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. This Agreement has been duly and validly executed and delivered by BFST. Assuming due authorization, execution and delivery by RSBI, 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 BF Bank; (ii) a violation of any Legal Requirement applicable to BFST, BF 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 or BF 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 or BF 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 RSBI 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 RSBI 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. This Agreement has been duly and validly executed and delivered by BFSTRSBI. Assuming due authorization, execution and delivery by RSBIBFST, this Agreement constitutes the legal, valid and binding obligation of BFSTRSBI, enforceable against BFST RSBI 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 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 RSBI or BF Richland State Bank; (ii) a violation of any Legal Requirement applicable to BFSTRSBI, BF Richland 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 RSBI or BF Richland 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 RSBI or BF Richland 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. A. BFST Each of Business First and BFB 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 Business First and BFB 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. This Agreement has been duly and validly executed and delivered by BFSTBusiness First and BFB to MBI. Assuming due authorization, execution and delivery by RSBIMBI, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTBusiness First and BFB, 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 4.04 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 of BFST Business First or BF BankBFB; (ii) a violation of any Legal Requirement applicable to BFST, BF Bank Business First or BFB 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 Business First or BF Bank BFB 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 Business First or BF Bank BFB 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 Citizens 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 Citizens 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. This Agreement has been duly and validly executed and delivered by BFSTCitizens to Investar. Assuming due authorization, execution and delivery by RSBIInvestar, this Agreement constitutes the legal, valid and binding obligation of BFSTCitizens, enforceable against BFST Citizens 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 5.08 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 of BFST Citizens or BF Bankany of its Subsidiaries; (ii) a violation of any Legal Requirement applicable to BFSTCitizens, BF Bank any of 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 Citizens or BF Bank any of 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 Citizens or BF Bank 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. C. The Citizens Board, by resolution adopted by a unanimous vote of the entire Citizens Board at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated by this Agreement are fair and in the best interests of Citizens and its shareholders; (ii) directed that such matter be submitted to the shareholders of Citizens for consideration at the Shareholder Meeting; and, (iii) subject to the exercise of its fiduciary duties and Section 8.07 hereof, recommended that the shareholders of Citizens approve this Agreement and the transactions contemplated by this Agreement at the Shareholder Meeting.

Execution and Delivery; No Violation. A. BFST Each of Investar and Newco 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 Newco 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. This Agreement has been duly and validly executed and delivered by BFSTInvestar and Newco to Citizens. Assuming due authorization, execution and delivery by RSBICitizens, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTInvestar and Newco, enforceable against BFST each 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 6.04 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 of BFST Investar or BF BankNewco; (ii) a violation of any Legal Requirement applicable to BFST, BF Bank Investar or Newco 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 BF Bank Newco 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 BF Bank Newco 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 Each of FNBC and Newco 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 FNBC and Newco 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. This Agreement has been duly and validly executed and delivered by BFSTFNBC and Newco to SIBC. Assuming due authorization, execution and delivery by RSBISIBC, this Agreement constitutes the legal, valid and binding obligation obligations of BFSTFNBC and Newco, enforceable against BFST each 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 6.04 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 of BFST FNBC or BF BankNewco; (ii) a violation of any Legal Requirement applicable to BFST, BF Bank FNBC or Newco 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 FNBC or BF Bank Newco 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 FNBC or BF Bank Newco is a party, or by which it or any of its properties, assets or business activities may be bound or affected.