Common use of Organization and Ownership Clause in Contracts

Organization and Ownership. (A) IBG is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. IBG is a corporation duly organized, validly existing and in good standing under all Laws of the State of Texas. IBG and each IBG Subsidiary has all requisite corporate power and authority to own or lease and operate all of its properties and assets, including, as applicable, each respective IBG Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. IBG and each IBG Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in IBG. True and complete copies of the Certificate of Formation and Bylaws of IBG, as amended to date, have been delivered or are otherwise made available to GBNK. (B) IBG is the sole record and beneficial owner of all of the issued and outstanding shares of capital stock and equity securities of Independent Bank and each other IBG Subsidiary, free and clear of all Liens and no other Person has any equity or other ownership interest in Independent Bank or any other IBG Subsidiary. Other than Independent Bank and the other IBG Subsidiaries set forth in Confidential Schedule 4.01(B), IBG does not, directly or indirectly, own or control any Affiliate (as defined in Section 10.10(A)) or Subsidiary (as defined in Section 10.10(N)) (collectively with Independent Bank, the “IBG Subsidiaries,” and each an “IBG Subsidiary”). IBG has no equity interest, direct or indirect, in any other bank or corporation or in any partnership, joint venture or other business enterprise or entity, and the business carried on by IBG has not been conducted through any other direct or indirect Subsidiary or Affiliate of IBG other than the IBG Subsidiaries listed on Confidential Schedule 4.01(B). IBG and Independent Bank each has all requisite regulatory approvals and governmental permits and licenses necessary to own their respective IBG Subsidiary.

Organization and Ownership. (A) IBG Legacy is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. IBG Legacy is a corporation duly organized, validly existing and in good standing under all the Laws of the State of TexasMaryland. IBG Legacy and each IBG Legacy Subsidiary has all requisite corporate power and authority to own or lease and operate all of its properties Properties and assets, including, as applicable, each respective IBG Legacy Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. IBG Legacy and each IBG Legacy Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties Properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in IBGLegacy. True True, correct and complete copies of the Certificate Articles of Formation Incorporation and Bylaws of IBGLegacy, each as amended to date, and the articles or certificate of incorporation and bylaws (or comparable organizational documents) of each Legacy Subsidiary, in each case as in effect as of the date of this Agreement, have been delivered or are otherwise made available to GBNKProsperity. (B) IBG is the sole record and beneficial owner of Legacy owns, directly or indirectly, all of the issued and outstanding shares of capital stock and equity securities of Independent Legacy Bank and each other IBG Legacy Subsidiary, free and clear of all Liens liens, charges, mortgages, security interests and encumbrances of every kind or character (“Liens”), and no other Person has any equity or other ownership interest in Independent Legacy Bank or any other IBG Legacy Subsidiary. Confidential Schedule 3.01(B) sets forth a list identifying: (i) the owner and percentage ownership interest of all outstanding capital stock or other equity securities of each Legacy Subsidiary; (ii) all outstanding subscriptions, contracts, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind and the identity of the parties to any such agreements or arrangements (a) obligating any Legacy Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any security of or equity interest in any Legacy Subsidiary or to register under the Securities Act any security or equity interest of any Legacy Subsidiary; or (b) restricting the transfer of any security or equity interest of any Legacy Subsidiary. All of the outstanding shares of capital stock or other securities evidencing ownership of the Legacy Subsidiaries are validly issued, fully paid and nonassessable and such shares or other securities are owned by Legacy or another of its wholly owned Subsidiaries free and clear of any Lien. Other than Independent Legacy Bank and the other IBG Legacy Subsidiaries set forth in Confidential Schedule 4.01(B3.01(B), IBG Legacy does not, directly or indirectly, own or control any Affiliate (as defined in Section 10.10(A)) or Subsidiary (as defined in Section 10.10(N)) (collectively with Independent Legacy Bank, the “IBG Legacy Subsidiaries,” and each an a “IBG Legacy Subsidiary”). IBG Legacy has no equity interest, direct or indirect, in any other bank or corporation or in any partnership, joint venture or other business enterprise or entity, and the business carried on by IBG Legacy has not been conducted through any other direct or indirect Subsidiary or Affiliate of IBG Legacy other than the IBG Legacy Subsidiaries listed on set forth in Confidential Schedule 4.01(B3.01(B). IBG Legacy and Independent Legacy Bank each has all requisite regulatory approvals and governmental permits and licenses necessary to own their respective IBG SubsidiaryLegacy Subsidiaries.

Organization and Ownership. (A) IBG GBNK is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. IBG GBNK is a corporation duly organized, validly existing and in good standing under all Laws of the State of TexasDelaware. IBG GBNK and each IBG GBNK Subsidiary has all requisite corporate power and authority to own or lease and operate all of its properties Properties (as defined in Section 10.10(L)) and assets, including, as applicable, each respective IBG GBNK Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. IBG GBNK and each IBG GBNK Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties Properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in IBGGBNK. True and complete copies of the Certificate of Formation and Bylaws Incorporation of IBGGBNK, as amended to date, and Bylaws of GBNK, as amended to date, and the articles or certificate of incorporation and bylaws (or comparable organizational documents) of each GBNK Subsidiary, in each case as in effect as of the date of this Agreement, have been delivered or are otherwise made available to GBNKIBG. (B) IBG GBNK is the sole record and beneficial owner of all of the issued and outstanding shares of capital stock and equity securities of Independent Guaranty Bank and each other IBG GBNK Subsidiary, free and clear of all Liens liens, security interests, and encumbrances of every kind or character (“Liens”), and no other Person has any equity or other ownership interest in Independent Guaranty Bank or any other IBG GBNK Subsidiary. Confidential Schedule 3.01(B) sets forth a list identifying the owner and percentage ownership interest of all outstanding capital stock or other equity securities of each GBNK Subsidiary, and all outstanding subscriptions, contracts, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, binding upon or otherwise obligating, any GBNK Subsidiary to purchase or otherwise acquire any security of or equity interest in such GBNK Subsidiary, obligating any GBNK Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, or to register under the Securities Act any shares of, restricting the transfer of or otherwise relating to shares of its capital securities of any class and the identity of the parties to any such agreements or arrangements. Except as otherwise set forth in Confidential Schedule 3.01(B), all of the outstanding shares of capital stock or other securities evidencing ownership of the GBNK Subsidiaries are validly issued, fully paid and nonassessable and such shares or other securities are owned by GBNK or another of its wholly owned Subsidiaries free and clear of any Lien. Other than Independent Guaranty Bank and the other IBG GBNK Subsidiaries set forth in Confidential Schedule 4.01(B3.01(B), IBG GBNK does not, directly or indirectly, own or control any Affiliate (as defined in Section 10.10(A)) or Subsidiary (as defined in Section 10.10(N)) (collectively with Independent Guaranty Bank, the “IBG GBNK Subsidiaries,” and each an a “IBG GBNK Subsidiary”). IBG GBNK has no equity interest, direct or indirect, in any other bank or corporation or in any partnership, joint venture or other business enterprise or entity, and the business carried on by IBG GBNK has not been conducted through any other direct or indirect Subsidiary or Affiliate of IBG GBNK other than the IBG GBNK Subsidiaries listed on Confidential Schedule 4.01(B3.01(B). IBG GBNK and Independent Guaranty Bank each has all requisite regulatory approvals and governmental permits and licenses necessary to own their respective IBG SubsidiaryGBNK Subsidiaries.

Organization and Ownership. (A) IBG Prosperity is a bank financial holding company registered under the Bank Holding Company Act of 1956, as amended. IBG Prosperity is a corporation duly organized, validly existing and in good standing under all the Laws of the State of Texas. IBG Prosperity and each IBG Prosperity Subsidiary has all requisite corporate power and authority to own or lease and operate all of its properties Prosperity Properties and assets, including, as applicable, each respective IBG Prosperity Subsidiary as now owned, and to carry on its business as it is now being conducted and to enter into and carry out its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. IBG Prosperity and each IBG Prosperity Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties Prosperity Properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change in IBGProsperity. True True, correct and complete copies of the Certificate Articles of Formation Incorporation and Bylaws of IBGProsperity, each as amended to datedate and as in effect as of the date of this Agreement, have been delivered or are otherwise made available to GBNKLegacy. (B) IBG is the sole record and beneficial owner of Prosperity owns, directly or indirectly, all of the issued and outstanding shares of capital stock and equity securities of Independent Prosperity Bank and each other IBG Prosperity Subsidiary, free and clear of all Liens and no other Person has any equity or other ownership interest in Independent Prosperity Bank or any other IBG Prosperity Subsidiary. Other than Independent Prosperity Bank and the other IBG Prosperity Subsidiaries set forth in Confidential Schedule 4.01(B), IBG Prosperity does not, directly or indirectly, own or control any Affiliate (as defined in Section 10.10(A)) or Subsidiary (as defined in Section 10.10(N)) (collectively with Independent Prosperity Bank, the “IBG Prosperity Subsidiaries,” and each an a “IBG Prosperity Subsidiary”). IBG Prosperity has no equity interest, direct or indirect, in any other bank or corporation or in any partnership, joint venture or other business enterprise or entity, and the business carried on by IBG Prosperity has not been conducted through any other direct or indirect Subsidiary or Affiliate of IBG Prosperity other than the IBG Prosperity Subsidiaries listed on in Confidential Schedule 4.01(B). IBG Prosperity and Independent Prosperity Bank each has all requisite regulatory approvals and governmental permits and licenses necessary to own their respective IBG Prosperity Subsidiary.