Common use of Authority; Execution and Delivery Clause in Contracts

Authority; Execution and Delivery. (a) TCBX has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the TCBX Board. The TCBX Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of TCBX and its shareholders and has directed that the TCBX Share Issuance be submitted to TCBX’s shareholders for approval at a meeting of such shareholders with a recommendation from the TCBX Board in favor of approval and has adopted a resolution to the foregoing effect. TCBX has taken all 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 hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by TCBX, and each constitutes the legal, valid and binding obligation of TCBX, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (b) ▇▇▇▇▇▇ Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. Merger Sub has taken all 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 hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger Sub, and each constitutes the legal, valid and binding obligation of Merger Sub, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. (a) TCBX Such Stockholder has the full corporate all requisite power and authority (including, if such Stockholder is a trust, the requisite power under its trust documents and, if such Stockholder is a partnership or a foundation, the requisite power under its governing documents), and, if such Stockholder is a natural person, is competent, to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated hereinhereby and to comply with the provisions of this Agreement. The If such Stockholder is not a natural person, the execution and delivery by such Stockholder of this Agreement, consummation by such Stockholder of the transactions contemplated hereby and compliance by such Stockholder with the provisions of this Agreement and the consummation of the Merger have been duly authorized by all necessary action on the part of such Stockholder (including, if such Stockholder is a trust, all necessary approvals of this Agreement by any trustee and validly approved any beneficiary of such Stockholder and, if such Stockholder is a partnership or a foundation, all necessary approvals of this Agreement by any partner or under its governing documents), and no other action or proceeding on the TCBX Board. The TCBX Board has determined that the Mergerpart of such Stockholder (including, if such Stockholder is a trust, on the terms and conditions set forth in this Agreement, is in the best interests part of TCBX and its shareholders and has directed that the TCBX Share Issuance be submitted to TCBX’s shareholders for approval at a meeting any trustee or beneficiary of such shareholders with Stockholder and, if such Stockholder is a recommendation from partnership or a foundation, on the TCBX Board in favor part of approval and has adopted a resolution to the foregoing effect. TCBX has taken all action any partner or under its governing documents) is necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and or to consummate the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents transactions contemplated hereby, have been or at Closing will be, . Such Stockholder has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by TCBXParent, and each this Agreement constitutes the legal, valid and binding obligation of TCBXsuch Stockholder, enforceable against such Stockholder in accordance with its respective terms terms. If such Stockholder is a natural person and conditions, except as enforceability may be limited by is married and the Bankruptcy Exception. (b) ▇▇▇▇▇▇ Sub has the full corporate power and authority to execute and deliver Subject Shares of such Stockholder constitute community property or spousal or other approval is otherwise required for this Agreement and to consummate the transactions contemplated herein. Merger Sub has taken all 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 hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger Sub, and each constitutes the be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding obligation of Merger Subagreement of, such Stockholder’s spouse, enforceable against such spouse in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exceptionterms.

Authority; Execution and Delivery. (a) TCBX EQBK has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the TCBX Board. The TCBX Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of TCBX and its shareholders and has directed that the TCBX Share Issuance be submitted to TCBX’s shareholders for approval at a meeting of such shareholders with a recommendation from the TCBX Board in favor of approval and has adopted a resolution to the foregoing effect. TCBX EQBK has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are subsequently obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by TCBXEQBK, and each constitutes the legal, valid and binding obligation of TCBXEQBK (assuming due authorization, execution and delivery by each other party hereto), enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (b) ▇▇▇▇▇▇ Merger Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. Merger Sub has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are subsequently obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. At or prior to the date hereof, the sole stockholder of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interest of the sole stockholder of Merger Sub, and (ii) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger, and such approval and adoption is the only approval of holders of any class of securities of Merger Sub which is required to adopt this Agreement and effect the transactions contemplated hereby. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger Sub, and each constitutes the legal, valid and binding obligation of Merger SubSub (assuming due authorization, execution and delivery by each other party hereto), enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. (a) TCBX Each Shareholder has the full corporate all requisite power and authority (including, in the case of any Shareholder that is a trust, the requisite power under its trust documents and, in the case of any Shareholder that is a partnership, foundation or other entity, the requisite power under its governing documents), and, in the case of any Shareholder that is a natural person, is competent, to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated hereinhereby to be undertaken by such Shareholder and to comply with the provisions of this Agreement. The If such Shareholder is not a natural person, the execution and delivery by such Shareholder of this Agreement, consummation of the transactions contemplated hereby to be undertaken by such Shareholder and compliance with the provisions of this Agreement and the consummation of the Merger have been duly authorized by all necessary action on the part of such Shareholder (including, in the case of any Shareholder that is a trust, all necessary approvals of this Agreement by any trustee and validly approved any beneficiary of such Shareholder and, in the case of any Shareholder that is a partnership or a foundation, all necessary approvals of this Agreement by any partner or under its governing documents), and no other action or proceeding on the TCBX Board. The TCBX Board has determined part of such Shareholder (including, in the case of any Shareholder that the Mergeris a trust, on the terms and conditions set forth in this Agreementpart of any trustee or beneficiary of such Shareholder and, is in the best interests case of TCBX and any Shareholder that is a partnership or a foundation, on the part of any partner or under its shareholders and has directed that the TCBX Share Issuance be submitted to TCBX’s shareholders for approval at a meeting of such shareholders with a recommendation from the TCBX Board in favor of approval and has adopted a resolution to the foregoing effect. TCBX has taken all action governing documents) is necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and or to consummate the other agreements and documents transactions contemplated hereby to which it is a partybe undertaken by such Shareholder. This Agreement Each Shareholder has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by TCBXthe Company and Holdco, and each constitutes the legal, valid and binding obligation of TCBXsuch Shareholder, enforceable against such Shareholder in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exceptionterms. (b) ▇▇▇▇▇▇ Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. Merger Sub has taken all 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 hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger Sub, and each constitutes the legal, valid and binding obligation of Merger Sub, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. (a) TCBX EQBK has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the TCBX Board. The TCBX Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of TCBX and its shareholders and has directed that the TCBX Share Issuance be submitted to TCBX’s shareholders for approval at a meeting of such shareholders with a recommendation from the TCBX Board in favor of approval and has adopted a resolution to the foregoing effect. TCBX EQBK has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are subsequently obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by TCBXEQBK, and each constitutes the legal, valid and binding obligation of TCBXEQBK (assuming due authorization, execution and delivery by each other party hereto), enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (b) ▇▇▇▇▇▇ Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. Merger ▇▇▇▇▇▇ Sub has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are subsequently obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. At or prior to the date hereof, the sole shareholder of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interest of the sole shareholder of Merger Sub, and (ii) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger, and such approval and adoption is the only approval of holders of any class of securities of Merger Sub which is required to adopt this Agreement and effect the transactions contemplated hereby. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger ▇▇▇▇▇▇ Sub, and each constitutes the legal, valid and binding obligation of Merger SubSub (assuming due authorization, execution and delivery by each other party hereto), enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. (a) TCBX Each Shareholder has the full corporate all requisite power and authority (including, in the case of any Shareholder that is a trust, the requisite power under its trust documents and, in the case of any Shareholder that is a partnership, foundation or other entity, the requisite power under its governing documents), and, in the case of any Shareholder that is a natural person, is competent, to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated hereinhereby to be undertaken by such Shareholder and to comply with the provisions of this Agreement. The If such Shareholder is not a natural person, the execution and delivery by such Shareholder of this Agreement, consummation of the transactions contemplated hereby to be undertaken by such Shareholder and compliance with the provisions of this Agreement and the consummation of the Merger have been duly authorized by all necessary action on the part of such Shareholder (including, in the case of any Shareholder that is a trust, all necessary approvals of this Agreement by any trustee and validly approved any beneficiary of such Shareholder and, in the case of any Shareholder that is a partnership or a foundation, all necessary approvals of this Agreement by any partner or under its governing documents), and no other action or proceeding on the TCBX Board. The TCBX Board has determined part of such Shareholder (including, in the case of any Shareholder that the Mergeris a trust, on the terms and conditions set forth in this Agreementpart of any trustee or beneficiary of such Shareholder and, is in the best interests case of TCBX and any Shareholder that is a partnership or a foundation, on the part of any partner or under its shareholders and has directed that the TCBX Share Issuance be submitted to TCBX’s shareholders for approval at a meeting of such shareholders with a recommendation from the TCBX Board in favor of approval and has adopted a resolution to the foregoing effect. TCBX has taken all action governing documents) is necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and or to consummate the other agreements and documents transactions contemplated hereby to which it is a partybe undertaken by such Shareholder. This Agreement Each Shareholder has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by TCBXthe Company, and each constitutes the legal, valid and binding obligation of TCBXsuch Shareholder, enforceable against such Shareholder in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exceptionterms. (b) ▇▇▇▇▇▇ Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. Merger Sub has taken all 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 hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger Sub, and each constitutes the legal, valid and binding obligation of Merger Sub, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. (a) TCBX EQBK has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the TCBX Board. The TCBX Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of TCBX and its shareholders and has directed that the TCBX Share Issuance be submitted to TCBX’s shareholders for approval at a meeting of such shareholders with a recommendation from the TCBX Board in favor of approval and has adopted a resolution to the foregoing effect. TCBX EQBK has taken all 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 hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by TCBXEQBK, and each constitutes the legal, valid and binding obligation of TCBXEQBK, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (b) ▇▇▇▇▇▇ Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the board of directors of Merger Sub. ▇▇▇▇▇▇ Sub has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are subsequently obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. At or prior to the date hereof, the sole shareholder of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interest of the sole shareholder of Merger Sub, and (ii) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger, and such approval and adoption is the only approval of holders of any class of securities of Merger Sub which is required to adopt this Agreement and effect the transactions contemplated hereby. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger ▇▇▇▇▇▇ Sub, and each constitutes the legal, valid and binding obligation of Merger SubSub (assuming due authorization, execution and delivery by each other party hereto), enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.