Common use of Organization and Ownership Clause in Contracts

Organization and Ownership. (A) GBNK is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. GBNK is a corporation duly organized, validly existing and in good standing under all Laws of the State of Delaware. GBNK and each GBNK Subsidiary has all requisite corporate power and authority to own or lease and operate all of its Properties (as defined in Section 10.10(L)) and assets, including, as applicable, each respective 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. GBNK and each 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 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 GBNK. True and complete copies of the Certificate of Incorporation of GBNK, 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 otherwise made available to IBG. (B) GBNK is the sole record and beneficial owner of all of the issued and outstanding shares of capital stock and equity securities of Guaranty Bank and each other GBNK Subsidiary, free and clear of all liens, security interests, and encumbrances of every kind or character (“Liens”), and no other Person has any equity or other ownership interest in Guaranty Bank or any other 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 Guaranty Bank and the other GBNK Subsidiaries set forth in Confidential Schedule 3.01(B), 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 Guaranty Bank, the “GBNK Subsidiaries,” and each a “GBNK Subsidiary”). 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 GBNK has not been conducted through any other direct or indirect Subsidiary or Affiliate of GBNK other than the GBNK Subsidiaries listed on Confidential Schedule 3.01(B). GBNK and Guaranty Bank each has all requisite regulatory approvals and governmental permits and licenses necessary to own their respective GBNK Subsidiaries.

Organization and Ownership. (A) GBNK Prosperity is a bank financial holding company registered under the Bank Holding Company Act of 1956, as amended. GBNK Prosperity is a corporation duly organized, validly existing and in good standing under all the Laws of the State of DelawareTexas. GBNK Prosperity and each GBNK Prosperity Subsidiary has all requisite corporate power and authority to own or lease and operate all of its Prosperity Properties (as defined in Section 10.10(L)) and assets, including, as applicable, each respective GBNK 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. GBNK Prosperity and each GBNK 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 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 GBNKProsperity. True True, correct and complete copies of the Certificate Articles of Incorporation and Bylaws of GBNKProsperity, each as amended to date, 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 otherwise made available to IBGLegacy. (B) GBNK 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 Guaranty Prosperity Bank and each other GBNK Prosperity Subsidiary, free and clear of all liens, security interests, and encumbrances of every kind or character (“Liens”), Liens and no other Person has any equity or other ownership interest in Guaranty Prosperity Bank or any other GBNK Prosperity 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 Guaranty Prosperity Bank and the other GBNK Prosperity Subsidiaries set forth in Confidential Schedule 3.01(B4.01(B), GBNK 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 Guaranty Prosperity Bank, the “GBNK Prosperity Subsidiaries,” and each a “GBNK Prosperity Subsidiary”). GBNK 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 GBNK Prosperity has not been conducted through any other direct or indirect Subsidiary or Affiliate of GBNK Prosperity other than the GBNK Prosperity Subsidiaries listed on in Confidential Schedule 3.01(B4.01(B). GBNK Prosperity and Guaranty Prosperity Bank each has all requisite regulatory approvals and governmental permits and licenses necessary to own their respective GBNK SubsidiariesProsperity Subsidiary.

Organization and Ownership. (A) GBNK Legacy is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. GBNK Legacy is a corporation duly organized, validly existing and in good standing under all the Laws of the State of DelawareMaryland. GBNK Legacy and each GBNK Legacy Subsidiary has all requisite corporate power and authority to own or lease and operate all of its Properties (as defined in Section 10.10(L)) and assets, including, as applicable, each respective GBNK 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. GBNK Legacy and each GBNK 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 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 GBNKLegacy. True True, correct and complete copies of the Certificate Articles of Incorporation of GBNK, as amended to date, and Bylaws of GBNKLegacy, each as amended to date, and the articles or certificate of incorporation and bylaws (or comparable organizational documents) of each GBNK Legacy Subsidiary, in each case as in effect as of the date of this Agreement, have been delivered or otherwise made available to IBGProsperity. (B) GBNK 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 Guaranty Legacy Bank and each other GBNK Legacy Subsidiary, free and clear of all liens, charges, mortgages, security interests, interests and encumbrances of every kind or character (“Liens”), and no other Person has any equity or other ownership interest in Guaranty Legacy Bank or any other GBNK Legacy Subsidiary. Confidential Schedule 3.01(B) sets forth a list identifying identifying: (i) the owner and percentage ownership interest of all outstanding capital stock or other equity securities of each GBNK Legacy Subsidiary, and ; (ii) all outstanding subscriptions, contracts, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind issued and the identity of the parties to any such agreements 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, arrangements (a) obligating any GBNK Legacy Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire, acquire any security of or equity interest in any Legacy Subsidiary or to register under the Securities Act any shares of, security or equity interest of any Legacy Subsidiary; or (b) restricting the transfer of any security or otherwise relating to shares of its capital securities equity interest of any class and the identity of the parties to any such agreements or arrangementsLegacy Subsidiary. Except as otherwise set forth in Confidential Schedule 3.01(B), all All of the outstanding shares of capital stock or other securities evidencing ownership of the GBNK Legacy Subsidiaries are validly issued, fully paid and nonassessable and such shares or other securities are owned by GBNK Legacy or another of its wholly owned Subsidiaries free and clear of any Lien. Other than Guaranty Legacy Bank and the other GBNK Legacy Subsidiaries set forth in Confidential Schedule 3.01(B), GBNK 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 Guaranty Legacy Bank, the “GBNK Legacy Subsidiaries,” and each a “GBNK Legacy Subsidiary”). GBNK 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 GBNK Legacy has not been conducted through any other direct or indirect Subsidiary or Affiliate of GBNK Legacy other than the GBNK Legacy Subsidiaries listed on set forth in Confidential Schedule 3.01(B). GBNK Legacy and Guaranty Legacy Bank each has all requisite regulatory approvals and governmental permits and licenses necessary to own their respective GBNK Legacy Subsidiaries.

Organization and Ownership. (Aa) GBNK is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. GBNK is a corporation duly organized, validly existing The Shareholders beneficially own and in good standing under all Laws control (directly or indirectly) 100% of the State of DelawareNXEA Consolidated Group. GBNK and each GBNK Subsidiary has all requisite corporate power and authority to own or lease and operate all of its Properties (as defined in Section 10.10(L)) and assets, including, as applicable, each respective 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. GBNK and each 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 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 GBNK. True and complete copies of the Certificate of Incorporation of GBNK, 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 otherwise made available to IBG. (B) GBNK is the sole record and beneficial owner of all of the issued and outstanding shares of capital stock and equity securities of Guaranty Bank and each other GBNK Subsidiary, free and clear of all liens, security interests, and encumbrances of every kind or character (“Liens”), and no other Person has any equity or other ownership interest in Guaranty Bank or any other 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 All of the outstanding shares of capital stock or other securities evidencing ownership similar equity interests of each Member shown in Schedule 3.04 as being owned directly or indirectly by the GBNK Subsidiaries are Parent Guarantor and the Members have been validly issued, are fully paid and nonassessable and such shares or other securities are owned by GBNK the Parent Guarantor or another of its wholly owned Subsidiaries a Member free and clear of any Lien. Other than Guaranty Bank Lien (except as otherwise disclosed in Schedule 3.04). (b) All Members and Subsidiaries of Members are listed on the other GBNK Subsidiaries NXEA Group Structure Diagram set forth in Confidential Schedule 3.01(B)3.04. The NXEA Group Structure Diagram is true and correct in all material respects and does not omit any material information or details. (c) Schedule 3.04 contains (except as noted therein) complete and correct lists of (i) each Member’s Affiliates, GBNK does other than Subsidiaries, (ii) the Parent Guarantor’s directors and senior officers and (iii) the Member Guarantors and the New Guaranteeing Members. (d) Each Member is a corporation, partnership or other legal entity duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership or other legal entity and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, directly individually or indirectlyin the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Member has the corporate, partnership or other power and authority to own or control hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (e) No Member is a party to, or otherwise subject to any Affiliate (as defined in Section 10.10(A)) or Subsidiary (as defined in Section 10.10(N)) (collectively with Guaranty Banklegal, the “GBNK Subsidiaries,” and each a “GBNK Subsidiary”). GBNK has no equity interestregulatory, direct or indirect, in any other bank or corporation or in any partnership, joint venture contractual or other business enterprise or entity, and the business carried on by GBNK has not been conducted through any other direct or indirect Subsidiary or Affiliate of GBNK restriction (other than the GBNK Subsidiaries Note Agreement, the agreements listed on Confidential Schedule 3.01(B). GBNK 3.04 and Guaranty Bank each has all requisite regulatory approvals and governmental permits and licenses necessary customary limitations imposed by corporate or partnership law or similar statutes) restricting the ability of such Member to own their respective GBNK Subsidiariespay dividends out of profits or make any other similar distributions of profits to any Member that owns outstanding shares of capital stock or similar equity interests of such Member.