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) A. IBG is a registered 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 the laws, rules and regulations 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 Independent Bank as now owned, and to carry on its business as it is now being conducted owned and to enter into and carry out its obligations under this Agreement, the Merger 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 IBGSubsequent Merger Agreement. True and complete copies of the Certificate Articles of Formation Incorporation and Bylaws of IBG, as amended to date, have been delivered or are otherwise made available to GBNK.CGI. IBG is the sole beneficial and record owner of all of the issued and outstanding shares of capital stock of Independent Bank, free and clear of all liens, security interests, and encumbrances of any kind or character except as set forth in Schedule 4.01A. (B) B. Schedule 4.01B contains a true and correct list of the holders of IBG Stock as of the date of this Agreement and, except as set forth in Schedule 4.01B, no other person or entity has any equity or other interest in IBG. True and correct copies of all offering materials, as amended and supplemented, distributed by IBG since January 1, 2012, have been delivered to CGI. Except as set forth in Schedule 4.01B, 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 SubsidiaryBank, free and clear of all Liens liens, security interests, and encumbrances of every kind or character, and no other Person person or entity has any equity or other ownership interest in Independent Bank or any other IBG SubsidiaryBank. Other than Independent Bank and the other IBG Subsidiaries Except as set forth in Confidential Schedule 4.01(B)4.01B, IBG does not, directly or indirectly, own or control any Affiliate (as defined in Section 10.10(A)11.10) or Subsidiary (as defined in Section 10.10(N11.10)) (collectively with , other than Independent Bank. Except as set forth in Schedule 4.01B, 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 SubsidiaryBank.