Common use of Corporate Governance Clause in Contracts

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors of the Surviving Entity such that one class of the Board of Directors shall consist of two CBTX Directors and two Allegiance Directors, one class of the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the Board of Directors of the Surviving Entity.

Corporate Governance. (a) Effective as of the Effective Time, in accordance with the FIBK Bylaws, the number of directors that will comprise the full Board of Directors of the Surviving Entity shall be sixteen (16). Of the members of the initial Board of Directors of the Surviving Entity as of the Effective Time, (i) one (1) shall be the Chief Executive Officer of FIBK as of immediately prior to the Effective Time, (ii) an additional ten (10) shall be members of the Board of Directors of FIBK as of immediately prior to the Effective Time, designated by FIBK (the directors referred to in clauses (i) and (ii), the “FIBK Directors”), and (iii) an additional five (5) shall be members of the Board of Directors of GWB as of immediately prior to the Effective Time, designated by GWB (the directors referred to in this clause (iii), the “GWB Directors”); provided that any GWB Director must meet any applicable requirements or standards that may be imposed by a Regulatory Agency for service on the Board of Directors of FIBK. Prior to the Effective Time, the Board parties (coordinating through the respective Chairman of Directors each of CBTX GWB and FIBK) shall take all actions necessary cooperate in good faith to adopt mutually agree on the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as selection of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, GWB Directors who will join the Board of Directors of the Surviving Entity to consistEntity, as their respective classes, and their respective committee appointments, taking into account relevant considerations including skill sets, experience, diversity and inclusion, and the needs of the Effective TimeBoard of Directors of the Surviving Entity; provided, of fourteen (14) directors that (i) seven (7) of whom the GWB Directors shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different three (3) classes of the Board of Directors of the Surviving Entity such that one class as nearly evenly as is possible, (ii) the Chairman of GWB as of immediately prior to the Board of Directors Effective Time shall consist of two CBTX Directors and two Allegiance Directors, one class of be appointed to the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class Committee of the Board of Directors of the Surviving EntityEntity effective as of the Effective Time and (iii) the GWB Directors shall be eligible and given due consideration for committee service to the same extent as the FIBK Directors, and each GWB Director shall be appointed to at least two (2) standing committees of the Board of Directors of the Surviving Entity effective as of the Effective Time.

Corporate Governance. (a) Effective as of the Effective Time, CenterState shall take all actions necessary to cause the then-current members of the board of directors of CenterState and CenterState Bank (the “CenterState Continuing Directors”) to continue in office and serve on the board of directors of the Surviving Entity and the Surviving Bank until such time as their successors are duly elected and qualified. Prior to the Effective Time, the Board of CenterState Continuing Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected appoint (effective as of the Effective Time. CBTX shall take all action necessary to cause, effective as ) (i) the three (3) then-current members of the Effective Time board of directors of NCC identified on NCC Disclosure Schedule Section 5.16(a)(i) (or other individuals mutually agreeable to the Parties) to serve on the board of directors of the Surviving Entity and in accordance with the CBTX Bylaw Amendmentboard of directors of the Surviving Bank and (ii) the one (1) additional member of the then-current board of directors of NBC identified on NCC Disclosure Schedule Section 5.16(a)(ii) (or another individual mutually agreeable to the Parties) to serve solely on the board of directors of the Surviving Bank (collectively, the Board “New CenterState Directors”), until such time as their successors are duly elected and qualified. The nominating committee of the board of directors of the Surviving Entity shall cause the New CenterState Directors that have been appointed and are serving on the board of directors of the Surviving Entity to consist, as of be included among CenterState’s nominees for election at the 2019 (if the Effective Time, Time occurs prior to the 2019 annual meeting of fourteen (14CenterState shareholders) directors (i) seven (7) and 2020 annual meetings of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors shareholders of the Surviving Entity such (provided that one class they remain reasonably acceptable to the nominating committee of the Board board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors shall consist that have been appointed to and are serving on the board of two CBTX Directors and two Allegiance Directors, one class directors of the Board of Directors shall consist of three Surviving Bank to be reelected (3) CBTX Directors and two Allegiance Directors, and one class provided that they remain reasonably acceptable to the nominating committee of the Board board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the Board of Directors directors of the Surviving Entity) at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of the Surviving Bank.

Corporate Governance. (a) Prior Effective as of the Effective Time, in accordance with the BANC Bylaws, (i) the number of directors that will comprise the full Board of Directors of BANC (and, as of the Second Effective Time, that will comprise the full Board of Directors of the Surviving Corporation) shall be twelve (12), (ii) of such members of the Board of Directors, (x) eight (8) shall be members of the Board of Directors of BANC as of immediately prior to the Effective Time (the “BANC Directors”), (y) three (3) shall be members of the Board of Directors of PACW as of immediately prior to the Effective Time, designated by PACW and reasonably acceptable to BANC (the “PACW Directors”); provided that any such PACW Director must qualify as an “independent” director of BANC under the applicable rules of the NYSE and satisfy BANC’s Corporate Governance Guidelines and (z) one (1) shall be an individual designated by certain Investors in accordance with the applicable Investment Agreement and reasonably acceptable to BANC (the “Investor Director”) and (iii) subject to the receipt of any necessary consent or non-objection of any Governmental Entity, the Lead Director of the Board of Directors of CBTX PACW as of immediately prior to the Effective Time shall take all actions necessary to adopt become the CBTX Bylaw Amendment and to effect Chairman of the requirements referenced therein that are to be effected Board of Directors of BANC (and, as of the Second Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time Surviving Corporation). Provided that each PACW Director continues to meet the standards for directors of the Surviving Corporation, including continuing to satisfy BANC’s Corporate Governance Guidelines and in accordance with qualify as an “independent” director of BANC under the CBTX Bylaw Amendmentapplicable rules of the NYSE, the Surviving Corporation shall nominate each PACW Director for reelection to the Board of Directors of the Surviving Entity to consist, as Corporation at each of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX first and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as second annual meeting of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officerstockholders of the Surviving Corporation following the Closing, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (Surviving Corporation’s proxy materials with respect to each an “Allegiance Director”), which such annual meeting shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes recommendation of the Board of Directors of the Surviving Entity such Corporation that one class of the Board of Directors shall consist of two CBTX Directors and two Allegiance Directors, one class of the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall its stockholders vote to reelect each be in PACW Director to the same class of extent as recommendations are made with respect to other directors on the Board of Directors of the Surviving EntityCorporation.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX , Parent shall take all action necessary (i) increase the size of its Board of Directors to causefifteen (15) members, effective as (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of Company (the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX DirectorCompany Directors”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors to be designated by Allegiance shall be selected from among Parent after consultation with the current directors Company, to its Board of Allegiance as Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the date hereof (each an “Allegiance Director”), which shall include AllegianceExecutive Committee of Parent’s current Chief Executive OfficerBoard of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase the CBTX Directors, on the one handsize of its Board of Directors to fifteen (15) members, and the Allegiance Directors(ii) appoint Jxxxxx X. Xxxxxxxxx, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Surviving Entity such that one class of Company, to be designated by Parent after consultation with the Company, to its Board of Directors shall consist to serve until the next annual meeting of two CBTX Directors stockholders and two Allegiance Directors, one class of the Board until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall consist of three (3) CBTX Directors take appropriate actions to permit such nominations and two Allegiance Directorsservice under, and one class of subject to the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairmanterms of, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the their respective Bylaws. The Board of Directors of Parent shall take appropriate actions to cause the Surviving Entity.Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with Jxxxxx X. Xxxxxxxxx nominated as a Class I director with a term expiring at the 2021 annual meeting of stockholders and the other Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors. At or prior to the Effective Time, Parent shall cause Article III, Section 3 of its bylaws to be amended, as of the Effective Time, to read in its entirety as set forth in Exhibit D.

Corporate Governance. (a) Prior to the Effective Time, the SHBI Board of Directors of CBTX shall take all actions necessary (i) to adopt the CBTX Bylaw Amendment Amended SHBI Articles and the Amended SHBI Bylaws and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven cause three (73) of whom shall be persons designated by Allegiance. The SHBI's existing directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officerto resign. Effective as of the Effective Time, in accordance with the CBTX DirectorsAmended SHBI Bylaws, on (i) the one hand, and number of directors that will comprise the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the full Board of Directors of SHBI and the Surviving Entity such that one class of the Board of Directors shall consist of two CBTX Directors and two Allegiance Directors, one class of the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the full Board of Directors of Shore United (as of the Surviving Entityeffective time of the Bank Merger), shall each be twenty (20) and (ii) of the members of each such board of directors, eight (8) shall be members of the TCFC Board as of immediately prior to the Effective Time, designated by TCFC and agreed to by SHBI (the directors in Section 6.12(a)(ii), the “TCFC and CBC Continuing Directors”), and twelve (12) shall be members of the SHBI Board as of immediately prior to the Effective Time, designated by SHBI and agreed to by TCFC (which shall include four (4) representatives from the former Severn Bancorp, Inc. previously acquired by SHBI). Each individual will be assigned to a SHBI Board class as set forth in Section 6.12(a) of SHBI’s Disclosure Schedule and shall serve on each of the boards of SHBI and Shore United for a term that shall coincide with the remaining term of that class and until his or her successor is elected and qualified. Following the Effective Time (in the case of SHBI) and following the effective time of the Bank Merger (in the case of Shore United) and subject to compliance with each board's fiduciary duties (including compliance with the requirements of the Amended SHBI Articles, the Amended SHBI Bylaws and the articles of association of Shore United, as applicable), the SHBI Board and Shore United Board shall take appropriate actions to cause the TCFC and CBC Continuing Directors whose terms expire at SHBI’s or Shore United’s next annual meeting of stockholders pursuant to their class as set forth in Schedule 6.12(a) of SHBI’s Disclosure Schedules, as the case may be, to be nominated to stand for election by SHBI’s stockholders at SHBI’s next annual meeting of stockholders, or by Shore United’s stockholders as Shore United’s next annual meeting of stockholders, as the case may be, with each such TCFC and CBC Continuing Directors nominated for a term equivalent to that to which the other SHBI or Shore United directors of that class are nominated, as applicable. Thereafter, SHBI and Shore United will apply their normal governance and nomination procedures to the re-election of incumbent directors.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, Parent shall (i) increase the CBTX Directorssize of its Board of Directors to fifteen (15) members, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes (ii) appoint two (2) current members of the Board of Directors of the Surviving Entity such that one class Company who qualify as “independent” under the listing standards of the Nasdaq Stock Market to its Board of Directors shall consist to serve until the next annual meeting of two CBTX Directors stockholders and two Allegiance Directors, one class of the Board of Directors shall consist of three (3) CBTX Directors until his or her successor is elected and two Allegiance Directorsqualified, and (iii) nominate one class of the Board of Directors shall consist of two CBTX Directors and three (31) Allegiance Directors; provided that CBTX’s additional current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class member of the Board of Directors of the Surviving EntityCompany who qualifies as “independent” under the listing standards of the Nasdaq Stock Market for election at Parent’s 2020 annual meeting of stockholders to replace a retiring director or, if the Effective Time shall not have occurred prior to the mailing of the proxy statement for such meeting, immediately following Parent’s 2020 annual meeting of stockholders, appoint one (1) such member of the Board of Directors of the Company to fill a vacancy on the Parent Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified (the directors referred to in clause (ii) and (iii) above being collectively referred to as the “Company Directors”). In addition, effective as of the Effective Time, Parent shall cause Parent Bank to (i) increase the size of its Board of Directors to sixteen (16) members, and (ii) appoint each of the Company Directors to its Board of Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified. The Boards of Directors of Parent and Parent Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. Except with respect to the Company Director referenced in clause (iii) above, the Board of Directors of Parent shall take appropriate actions to cause the Company Directors to be nominated to stand for election by Parent’s stockholders at Parent’s next annual meeting of stockholders, with the Company Directors nominated to such classes as the Nominating Committee shall determine so that the number of directors in each class is as nearly equal as possible. Thereafter, Parent will apply its normal governance and nomination procedures to the re-election of incumbent directors.

Corporate Governance. (a) Prior to the Effective Time, the ORRF Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Bylaws Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, in accordance with the CBTX DirectorsBylaws Amendment, on (A) ORRF shall expand the one handsize of the ORRF Board to 13 members and (B) ORRF shall appoint six new directors, each of whom shall be selected from the existing CVLY Board by CVLY (subject to the prior consultation with XXXX), and (C) ORRF shall cause four of ORRF’s existing directors to resign (subject to prior consultation with CVLY). Each director of CVLY appointed to the board of directors of the Surviving Corporation shall serve as a director for the remainder of the term of the class to which such director is appointed, the CVLY directors shall be appointed to fill the class of directors of the resigning ORRF directors, as applicable, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors directors of the Surviving Entity such Corporation shall be re-classified so that one class (i) there will be an equal split of the Board CVLY directors amongst all classes of Directors shall consist directors and (ii) the total number of two CBTX Directors directors of each class will be split as evenly split as possible (e.g., if there are 3 classes of directors, then there will be 5 directors in one class, 4 directors in the another class and two Allegiance Directors, one class 4 directors in the third class). Upon the expiration of the Board term to which he or she is initially appointed, the board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the Board of Directors directors of the Surviving EntityCorporation shall nominate and recommend such director for election by the shareholders of the Surviving Corporation to a successive three-year term on the board of directors of the Surviving Corporation, provided, however, that, in each case he or she continues to meet the eligibility requirements for a director under the Articles of Incorporation and Bylaws of the Surviving Corporation.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, Parent shall (a) increase the CBTX Directorssize of the Board of Directors of Parent to fourteen (14) members and, on in its capacity as the one handsole shareholder of Parent Bank, take such actions as may be necessary to increase the size of the Board of Directors of Parent Bank to fourteen (14) members and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes (b) appoint two (2) current members of the Board of Directors of the Surviving Entity Company, to be selected by the Leadership Committee of Parent in consultation with the Board of Directors of Parent and the Board of Directors of the Company, to the Boards of Directors of Parent and Parent Bank; provided, that (i) if, prior to the two year anniversary of the Closing. any such that one class appointee resigns from such directorship, then the Leadership Committee of Parent shall select a current member of the Board of Directors of the Company as a candidate to fill the vacancy created by such resignation and shall consist of two CBTX Directors and two Allegiance Directors, one class of put forth such candidate for consideration by the Board of Directors shall consist of three Parent in accordance with Section 2 of Article II of the Parent Bylaws and (3ii) CBTX Directors and two Allegiance DirectorsParent shall, and one class in its capacity as the sole shareholder of Parent Bank, take such actions as may be necessary to appoint such individual to the Board of Directors of Parent Bank. Each such appointee shall consist be appointed to a class of two CBTX the Boards of Directors of Parent and three Parent Bank to be selected by Parent in its discretion (3) Allegiance Directors; provided that CBTX’s current Chairman, President such appointees shall be allocated among the classes as evenly as possible) and Chief Executive Officer and Allegiance’s current Chief Executive Officer each individual who is selected to fill a vacancy in accordance with the proviso set forth in this Section 6.12 shall each be in appointed to the same class of the Board of Directors of the Surviving EntityParent and Parent Bank in which such vacancy exists.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of CBTX BYFC shall recommend that the shareholders of BYFC approve the BYFC Amended Certificate and take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive OfficerBYFC Amended Bylaws. Effective as of the Effective Time, the CBTX Surviving Entity shall cause the number of directors that will comprise the full Board of Directors of the Surviving Entity to be nine. Of the members of the initial Board of Directors of the Surviving Entity as of the Effective Time, (i) one shall be the Chief Executive Officer of BYFC as of immediately prior to the Effective Time, (ii) one shall be the Chief Executive Officer of CFB as of immediately prior to the Effective Time, (iii) an additional three shall be members of the Board of Directors of BYFC as of immediately prior to the Effective Time, designated by BYFC (the directors referred to in clauses (i) and (iii), the “BYFC Directors, on the one hand”), and (iv) an additional four shall be members of the Allegiance Board of Directors of CFB as of immediately prior to the Effective Time, designated by CFB (the directors referred to in clauses (ii) and (iv), the “CFB Directors, on ”). An initial lead independent director of the other hand, Surviving Entity shall be, as nearly evenly as is practicably possible, evenly apportioned among be designated by CFB and the different standing committees of the Board of Directors of the Surviving Entity shall be comprised of BYFC Directors and CFB Directors. The CFB Directors shall be appointed to director classes of the Board of Directors of the Surviving Entity such that one class of as determined by the Board of Directors shall consist of two CBTX Directors and two Allegiance Directors, one class of the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class nominating committee of the Board of Directors of the Surviving EntityEntity in a manner to fill such vacancies that then exist with the goal of making each class of directors as nearly equal in number as practicable. Each of the BYFC Directors shall continue in the director class to which such director is assigned.

Corporate Governance. (a) Prior to the Effective Time, the SWM Board of Directors of CBTX shall take all actions necessary to adopt the CBTX SWM Bylaw Amendment and the resolutions referenced therein and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX SWM shall take all action actions necessary to causecause the SWM Board, effective as of the Effective Time and in accordance with the CBTX SWM Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen nine (149) directors (i) seven five (75) of whom shall be persons designated by CBTX SWM and (ii) seven four (74) of whom shall be persons designated by AllegianceNeenah. The five (5) directors designated by CBTX SWM shall be selected from among the current independent directors of SWM as of the date hereof (each a “SWM Director”), which shall include Mr. Jxxx Xxxxxx, and the four (4) directors designated by Neenah shall be selected from among the current directors of CBTX Neenah as of the date hereof (each a “CBTX Neenah Director”), which shall include CBTX’s current Chairman, President Mx. Xxxxx Xxxxxxxxx. SWM and Chief Executive OfficerNeenah will use their respective reasonable best efforts to (y) select the SWM Directors and Neenah Directors in accordance with this Section 7.12(a), and (z) determine, in consultation with each other, the directors designated by Allegiance shall be selected from among classes on the current directors of Allegiance as of the date hereof (SWM Board in which each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective Neenah Director and SWM Director will serve as of the Effective Time (which classes shall be allocated as evenly as possible among the SWM Directors and Neenah Directors), in each case on or prior to the date that is seven (7) days prior to the anticipated mailing date of the Joint Proxy Statement; provided, that, the Parties acknowledge and agree that one (1) Neenah Director will serve in the class of directors standing for election at the next annual meeting of SWM stockholders following the Effective Time, two (2) Neenah Directors will serve in the CBTX Directors, on class of directors standing for election at the one handsecond annual meeting of SWM stockholders following the Effective Time, and Mx. Xxxxxxxxx will serve in the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes of the Board of Directors of the Surviving Entity such that one class of directors standing for election at the Board third annual meeting of Directors shall consist of two CBTX Directors and two Allegiance Directors, one class of SWM stockholders following the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the Board of Directors of the Surviving EntityEffective Time.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, Yadkin shall (i) increase the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes size of the Board of Directors of the Surviving Entity such that one class of the Board of Directors shall consist of two CBTX Directors and two Allegiance DirectorsYadkin to fifteen (15) members, one class of the Board of Directors shall consist of three (3ii) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three appoint five (35) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class members of the Board of Directors of NewBridge, to be designated by NewBridge and approved by Yadkin, to the Surviving Entity.Board of Directors of Yadkin and Yadkin Bank for the period until the next annual meeting of shareholders of Yadkin, (iii) if the Effective Time shall occur prior to the 2016 annual meeting of shareholders, subject to the good faith consideration by the Nominating, Compensation, and Corporate Governance Committee of the Board of Directors of Yadkin of the selection criteria set forth in its charter, such designated persons shall be nominated to sit for election by the shareholders of Yadkin to a regular term on the Board of Yadkin at the 2016 annual meeting of shareholders, and if so elected, cause such persons to be appointed to the Board of Directors of Yadkin Bank, in each case to continue to serve until immediately before the 2017 annual meeting of shareholders of Yadkin, and (iv) appoint an appropriate number of such NewBridge designated members to the Yadkin Executive Committee such that, until immediately before the 2017 annual meeting of shareholders of Yadkin, the pro forma representation of the Board of Directors of Yadkin and the Yadkin Executive Committee are equivalent with the foregoing, or as close as possible to equivalent. The Boards of Directors of Yadkin and Yadkin Bank shall take appropriate actions to permit such nominations and service under their respective Bylaws. For the avoidance of doubt, if the Board of Directors of Yadkin is comprised of fifteen (15) members and five (5) are designated pursuant to clause (ii) above, and the Yadkin Executive Committee is comprised of six (6) members, two (2) of the six

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of CBTX shall take all actions necessary to adopt the CBTX Bylaw Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. CBTX shall take all action necessary to cause, effective as of the Effective Time and in accordance with the CBTX Bylaw Amendment, the Board of Directors of the Surviving Entity to consist, as of the Effective Time, of fourteen (14) directors (i) seven (7) of whom shall be persons designated by CBTX and (ii) seven (7) of whom shall be persons designated by Allegiance. The directors designated by CBTX shall be selected from among the current directors of CBTX as of the date hereof (each a “CBTX Director”), which shall include CBTX’s current Chairman, President and Chief Executive Officer, and the directors designated by Allegiance shall be selected from among the current directors of Allegiance as of the date hereof (each an “Allegiance Director”), which shall include Allegiance’s current Chief Executive Officer. Effective as of the Effective Time, Yadkin shall (i) increase the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall be, as nearly evenly as is practicably possible, evenly apportioned among the different classes size of the Board of Directors of the Surviving Entity such that one class of the Board of Directors shall consist of two CBTX Directors and two Allegiance DirectorsYadkin to fifteen (15) members, one class of the Board of Directors shall consist of three (3ii) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three appoint five (35) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class members of the Board of Directors of NewBridge, to be designated by NewBridge and approved by Yadkin, to the Surviving EntityBoard of Directors of Yadkin and Yadkin Bank for the period until the next annual meeting of shareholders of Yadkin, (iii) if the Effective Time shall occur prior to the 2016 annual meeting of shareholders, subject to the good faith consideration by the Nominating, Compensation, and Corporate Governance Committee of the Board of Directors of Yadkin of the selection criteria set forth in its charter, such designated persons shall be nominated to sit for election by the shareholders of Yadkin to a regular term on the Board of Yadkin at the 2016 annual meeting of shareholders, and if so elected, cause such persons to be appointed to the Board of Directors of Yadkin Bank, in each case to continue to serve until immediately before the 2017 annual meeting of shareholders of Yadkin, and (iv) appoint an appropriate number of such NewBridge designated members to the Yadkin Executive Committee such that, until immediately before the 2017 annual meeting of shareholders of Yadkin, the pro forma representation of the Board of Directors of Yadkin and the Yadkin Executive Committee are equivalent with the foregoing, or as close as possible to equivalent. The Boards of Directors of Yadkin and Yadkin Bank shall take appropriate actions to permit such nominations and service under their respective Bylaws. For the avoidance of doubt, if the Board of Directors of Yadkin is comprised of fifteen (15) members and five (5) are designated pursuant to clause (ii) above, and the Yadkin Executive Committee is comprised of six (6) members, two (2) of the six (6) members of the Yadkin Executive Committee would be former members of the Board of Directors of NewBridge.