Common use of Registration Statement and Proxy Statement/Prospectus Clause in Contracts

Registration Statement and Proxy Statement/Prospectus. (a) FBC agrees to cooperate and assist FFIN in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of FFIN Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to FFIN all information concerning FBC and the Bank that FFIN may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by FBC or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of FBC and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to FBC necessary in order to make the statements therein with respect to FBC, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that FBC is responsible for filing with any regulatory or governmental agency in connection with the Merger shall comply with respect to FBC in all material respects with the provisions of applicable law.

Registration Statement and Proxy Statement/Prospectus. (a) FBC TBT agrees to cooperate and assist FFIN in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of FFIN Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to FFIN all information concerning FBC TBT and the Bank each of its Subsidiaries that FFIN may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by FBC TBT or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of FBC TBT and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to FBC TBT necessary in order to make the statements therein with respect to FBCTBT, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that FBC TBT is responsible for filing with any regulatory or governmental agency Regulatory Agency in connection with the Merger shall comply with respect to FBC TBT in all material respects with the provisions of applicable lawLaw.

Registration Statement and Proxy Statement/Prospectus. (a) FBC Xxxxx agrees to cooperate and assist FFIN EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of FFIN EQBK Class A Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to FFIN EQBK all information concerning FBC Xxxxx and the Bank each of its Subsidiaries that FFIN EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus; provided, however, that if the Xxxxx Board effects a Change in Recommendation, Xxxxx may cease to use such efforts. A Change in Recommendation effected in accordance with the provisions of Section 5.22 will not constitute a breach by Xxxxx of this Agreement. None of the information supplied or to be supplied by FBC Xxxxx or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of FBC Xxxxx and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to FBC Xxxxx necessary in order to make the statements therein with respect to FBCXxxxx, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that FBC Xxxxx is responsible for filing with any regulatory or governmental agency Regulatory Agency in connection with the Merger shall comply with respect to FBC Xxxxx in all material respects with the provisions of applicable lawLaw.

Registration Statement and Proxy Statement/Prospectus. (a) FBC CBI agrees to cooperate and assist FFIN in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of FFIN Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to FFIN all information concerning FBC CBI and the Bank each of its Subsidiaries that FFIN may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by FBC CBI or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of FBC CBI and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to FBC CBI necessary in order to make the statements therein with respect to FBCCBI, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that FBC CBI is responsible for filing with any regulatory or governmental agency Regulatory Agency in connection with the Merger shall comply with respect to FBC CBI in all material respects with the provisions of applicable lawLaw.

Registration Statement and Proxy Statement/Prospectus. (a) FBC Cache agrees to cooperate and assist FFIN EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of FFIN EQBK Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to FFIN EQBK all information concerning FBC Cache and the Bank each of its Subsidiaries that FFIN EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by FBC Cache or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of FBC Cache and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to FBC Cache necessary in order to make the statements therein with respect to FBCCache, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that FBC Cache is responsible for filing with any regulatory or governmental agency Regulatory Agency in connection with the Merger shall comply with respect to FBC Cache in all material respects with the provisions of applicable lawLaw.

Registration Statement and Proxy Statement/Prospectus. (a) FBC KBC agrees to cooperate and assist FFIN EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of FFIN EQBK Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to FFIN EQBK all information concerning FBC KBC and the Bank each of its Subsidiaries that FFIN EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by FBC KBC or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of FBC KBC and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to FBC KBC necessary in order to make the statements therein with respect to FBCKBC, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that FBC KBC is responsible for filing with any regulatory or governmental agency Regulatory Agency in connection with the Merger shall comply with respect to FBC KBC in all material respects with the provisions of applicable lawLaw.

Registration Statement and Proxy Statement/Prospectus. (a) FBC Xxxxxxx agrees to cooperate and assist FFIN EQBK in (i) preparing a Registration Statement on Form S-4 (the “Registration Statement”), relating to the shares of FFIN EQBK Stock to be issued as part of the Merger Consideration provided for herein, and the Proxy Statement/Prospectus, and (ii) filing the Registration Statement and the Proxy Statement/Prospectus (forming a part of the Registration Statement) with the SEC, including furnishing to FFIN EQBK all information concerning FBC Xxxxxxx and the Bank each of its Subsidiaries that FFIN EQBK may reasonably request in connection with preparation of such Registration Statement and Proxy Statement/Prospectus. None of the information supplied or to be supplied by FBC Eastman or any of its directors, officers, employees or agents for inclusion in the Registration Statement or the Proxy Statement/Prospectus shall, at the date the Proxy Statement/Prospectus is mailed to the shareholders of FBC Xxxxxxx and, as the Registration Statement and the Proxy Statement/Prospectus may be amended or supplemented, at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact with respect to FBC Xxxxxxx necessary in order to make the statements therein with respect to FBCEastman, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders’ Meeting. All documents that FBC Xxxxxxx is responsible for filing with any regulatory or governmental agency Regulatory Agency in connection with the Merger shall comply with respect to FBC Xxxxxxx in all material respects with the provisions of applicable lawLaw.