Common use of Corporate Governance Clause in Contracts

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 CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Time) (i) the three (3) then-current members of the 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 the board 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 “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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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 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, CenterState the CBTX Directors, on the one hand, and the Allegiance Directors, on the other hand, shall take all actions necessary to cause be, as nearly evenly as is practicably possible, evenly apportioned among the then-current members different classes of the board Board of directors of CenterState and CenterState Bank (the “CenterState Continuing Directors”) to continue in office and serve on the board of directors Directors of the Surviving Entity and such that one class of the Surviving Bank until such time as their successors are duly elected and qualified. Prior to the Effective Time, the CenterState Continuing Board of Directors shall take all actions necessary to appoint (effective as consist of two CBTX Directors and two Allegiance Directors, one class of the Effective Time) (i) the Board of Directors shall consist of three (3) then-current members CBTX Directors and two Allegiance Directors, and one class of the board Board of directors Directors shall consist of NCC identified on NCC Disclosure Schedule Section 5.16(a)(itwo CBTX Directors and three (3) (or other individuals mutually agreeable to 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 Parties) to serve on the board of directors same class of the Surviving Entity and the board Board 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 “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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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) Effective as of the Effective Time, CenterState shall take all actions necessary to cause in accordance with the then-current members of FIBK Bylaws, the board number of directors that will comprise the full Board of CenterState and CenterState Bank (the “CenterState Continuing Directors”) to continue in office and serve on the board of directors Directors of the Surviving Entity and shall be sixteen (16). Of the members of the initial Board of Directors of the Surviving Bank until such time Entity as their successors are duly elected 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 qualified(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 CenterState Continuing parties (coordinating through the respective Chairman of each of GWB and FIBK) shall cooperate in good faith to mutually agree on the selection of the GWB Directors who will join the Board of Directors of the Surviving Entity, 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 Board of Directors of the Surviving Entity; provided, that (i) the GWB Directors shall take all actions necessary be apportioned among the three (3) classes of the Board of Directors of the Surviving Entity as nearly evenly as is possible, (ii) the Chairman of GWB as of immediately prior to appoint the Effective Time shall be appointed to the Executive Committee of the Board of Directors of the Surviving Entity 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) (i) the three (3) then-current members of the 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 the board 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 “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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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 to the Effective Time, the SHBI Board shall take all actions necessary (i) to adopt the 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, and (ii) cause three (3) of SHBI's existing directors to resign. Effective as of the Effective Time, CenterState in accordance with the Amended SHBI Bylaws, (i) the number of directors that will comprise the full Board of Directors of SHBI and the full Board of Directors of Shore United (as of the effective time of the Bank Merger), shall take all actions necessary to cause each be twenty (20) and (ii) of the then-current members of each such board of directors, eight (8) shall be members of the board TCFC Board as 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 immediately prior to the Effective Time, designated by TCFC and agreed to by SHBI (the CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Time) (i) the three (3) then-current members of the board of directors of NCC identified on NCC Disclosure Schedule in 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 the board 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 (collectively6.12(a)(ii), the “New CenterState 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 such time as their successors are duly his or her successor is 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 be included among CenterState’s nominees for election at the 2019 (if Following the Effective Time occurs prior (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 2019 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 CenterState shareholdersstockholders pursuant to their class as set forth in Schedule 6.12(a) and 2020 annual meetings of shareholders of SHBI’s Disclosure Schedules, as the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank case may be, to be reelected (provided that they remain reasonably acceptable nominated to the nominating committee of the board of directors of the Surviving Entity) stand for election by SHBI’s stockholders at the 2019 (if the Effective Time occurs prior to the 2019 SHBI’s next annual meeting of CenterState shareholders) 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 2020 annual meetings 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 Surviving Bankre-election of incumbent directors.

Corporate Governance. (a) Effective as of the Effective Time, CenterState Parent shall take all actions necessary (i) increase the size of its Board of Directors to cause the then-fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the board Board of directors Directors of CenterState and CenterState Bank the Company (the “CenterState Continuing Company Directors”), to be designated by Parent after consultation with the Company, to its Board of 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 continue in office the Executive Committee of Parent’s Board of Directors. Effective as of the Effective Time, Parent shall cause Sxxxx Spring Bank to (i) increase the size of its Board of Directors to fifteen (15) members, and (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of the Board of Directors of the Company, to be designated by Parent after consultation with the Company, to its Board of Directors to serve on until the board next annual meeting of stockholders and until his or her successor is elected and qualifies. The Boards of Directors of Parent and Sxxxx Spring Bank shall take appropriate actions to permit such nominations and service under, and subject to the terms of, their respective Bylaws. 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 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 the Surviving Entity and the Surviving Bank until such time as their successors are duly elected and qualifiedincumbent directors. Prior At or prior to the Effective Time, the CenterState Continuing Directors Parent shall take all actions necessary cause Article III, Section 3 of its bylaws to appoint (effective be amended, as of the Effective Time) (i) the three (3) then-current members of the 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 the board 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 “New CenterState Directors”), until such time read in its entirety 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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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.set forth in Exhibit D.

Corporate Governance. (a) Effective as of the Effective Time, CenterState 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 take all actions necessary to cause the then-current be twelve (12), (ii) of such members of the board Board of directors Directors, (x) eight (8) shall be members of CenterState and CenterState Bank the Board of Directors of BANC as of immediately prior to the Effective Time (the “CenterState Continuing BANC Directors”), (y) to continue in office and serve on the board of directors three (3) shall be members of the Surviving Entity and the Surviving Bank until such time Board of Directors of PACW as their successors are duly elected and qualified. Prior of immediately prior to the Effective Time, designated by PACW and reasonably acceptable to BANC (the CenterState Continuing “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 PACW as of immediately prior to the Effective Time shall take all actions necessary to appoint become the Chairman of the Board of Directors of BANC (effective and, as of the Second Effective Time) (i) the three (3) then-current members , of the board of directors of NCC identified on NCC Disclosure Schedule Section 5.16(a)(i) (or other individuals mutually agreeable Surviving Corporation). Provided that each PACW Director continues to meet the Parties) to serve on the board of standards for directors of the Surviving Entity Corporation, including continuing to satisfy BANC’s Corporate Governance Guidelines and qualify as an “independent” director of BANC under the board applicable rules of directors the NYSE, the Surviving Corporation shall nominate each PACW Director for reelection to the Board of Directors of the Surviving Bank and (ii) the one (1) additional member Corporation at each of the then-current board first and second annual meeting 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 stockholders of the Surviving Bank (collectivelyCorporation following the Closing, and the “New CenterState Directors”), until Surviving Corporation’s proxy materials with respect to each such time as their successors are duly elected and qualified. The nominating committee annual meeting shall include the recommendation of the board Board of directors Directors of the Surviving Entity shall cause Corporation that its stockholders vote to reelect each PACW Director to the New CenterState Directors that have been appointed and same extent as recommendations are serving made with respect to other directors on the board Board of directors Directors of the Surviving Entity to be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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 BankCorporation.

Corporate Governance. (a) Effective as of the Effective Time, CenterState Yadkin shall take all actions necessary (i) increase the size of the Board of Directors of Yadkin to cause the then-fifteen (15) members, (ii) appoint five (5) current members of the board Board of directors Directors of CenterState NewBridge, to be designated by NewBridge 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 approved by Yadkin, to the Effective TimeBoard of Directors of Yadkin and Yadkin Bank for the period until the next annual meeting of shareholders of Yadkin, the CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Timeiii) (i) the three (3) then-current members of the 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 the board 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 “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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs shall occur prior to the 2019 2016 annual meeting of CenterState shareholders) , subject to the good faith consideration by the Nominating, Compensation, and 2020 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 meetings 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 the Surviving Entity Yadkin, and (provided that they remain reasonably acceptable iv) appoint an appropriate number of such NewBridge designated members to the nominating committee of Yadkin Executive Committee such that, until immediately before the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of directors of the Surviving Entity) at the 2019 (if the Effective Time occurs prior to the 2019 2017 annual meeting of CenterState shareholders) and 2020 annual meetings shareholders of Yadkin, the pro forma representation of the Surviving Bank.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) Effective as of the Effective Time, CenterState Parent shall take all actions necessary (i) increase the size of its Board of Directors to cause the then-fifteen (15) members, (ii) appoint two (2) current members of the board Board of directors of CenterState and CenterState Bank (the “CenterState Continuing Directors”) to continue in office and serve on the board of directors Directors of the Surviving Entity Company who qualify as “independent” under the listing standards of the Nasdaq Stock Market to its Board of Directors to serve until the next annual meeting of stockholders and the Surviving Bank until such time as their successors are duly his or her successor is elected and qualified. Prior , and (iii) nominate one (1) additional current member of the Board of Directors of the Company 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 Effective Timemailing of the proxy statement for such meeting, immediately following Parent’s 2020 annual meeting of stockholders, appoint one (1) such member of the CenterState Continuing Board of Directors shall take all actions necessary of the Company to appoint 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 three size of its Board of Directors to sixteen (316) then-current members of the 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 the board of directors of the Surviving Bank members, and (ii) the one (1) additional member appoint each of the then-current board Company Directors to its Board of directors of NBC identified on NCC Disclosure Schedule Section 5.16(a)(ii) (or another individual mutually agreeable to the Parties) Directors to serve solely on until the board next annual meeting of directors of the Surviving Bank (collectively, the “New CenterState Directors”), stockholders and until such time as their successors are duly his or her successor is elected and qualified. The nominating committee Boards of Directors of Parent and Parent Bank shall take appropriate actions to permit such nominations and service under, and subject to the board terms of, their respective Bylaws. Except with respect to the Company Director referenced in clause (iii) above, the Board of directors Directors of the Surviving Entity Parent shall take appropriate actions to cause the New CenterState Company Directors that have been appointed and are serving on the board of directors of the Surviving Entity to be included among CenterState’s nominees nominated to stand for election by Parent’s stockholders at the 2019 (if the Effective Time occurs prior to the 2019 Parent’s next annual meeting of CenterState shareholders) 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 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable nomination procedures to the nominating committee re-election of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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 Bankincumbent directors.

Corporate Governance. (a) Effective as of the Effective Time, CenterState Yadkin shall take all actions necessary (i) increase the size of the Board of Directors of Yadkin to cause the then-fifteen (15) members, (ii) appoint five (5) current members of the board Board of directors Directors of CenterState NewBridge, to be designated by NewBridge 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 approved by Yadkin, to the Effective TimeBoard of Directors of Yadkin and Yadkin Bank for the period until the next annual meeting of shareholders of Yadkin, the CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Timeiii) (i) the three (3) then-current members of the 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 the board 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 “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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs shall occur prior to the 2019 2016 annual meeting of CenterState shareholders) , subject to the good faith consideration by the Nominating, Compensation, and 2020 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 meetings 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 the Surviving Entity Yadkin, and (provided that they remain reasonably acceptable iv) appoint an appropriate number of such NewBridge designated members to the nominating committee of Yadkin Executive Committee such that, until immediately before the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of directors of the Surviving Entity) at the 2019 (if the Effective Time occurs prior to the 2019 2017 annual meeting of CenterState shareholders) and 2020 annual meetings shareholders of Yadkin, the pro forma representation of the Surviving BankBoard 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.

Corporate Governance. (a) Effective as of the Effective Time, CenterState Parent shall (a) increase the size of the Board of Directors of Parent to fourteen (14) members and, in its capacity as the sole shareholder of Parent Bank, take all such actions as may be necessary to cause increase the then-size of the Board of Directors of Parent Bank to fourteen (14) members and (b) appoint two (2) current members of the board Board of directors of CenterState and CenterState Bank (the “CenterState Continuing Directors”) to continue in office and serve on the board of directors 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 Surviving Bank until such time as their successors are duly elected and qualified. Prior Board of Directors of the Company, to the Effective TimeBoards of Directors of Parent and Parent Bank; provided, the CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Time) that (i) if, prior to the three (3) then-current members two year anniversary of the board Closing. any such appointee resigns from such directorship, then the Leadership Committee 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 Parent shall select a current member of the Surviving Entity and the board Board of directors Directors of the Surviving Bank Company as a candidate to fill the vacancy created by such resignation and shall put forth such candidate for consideration by the Board of Directors of Parent in accordance with Section 2 of Article II of the Parent Bylaws and (ii) Parent shall, in its capacity as the one (1) additional member 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 be appointed to a class of the then-current board Boards of directors 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 Parent and Parent Bank (collectively, the “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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity selected by Parent in its discretion (provided that they remain reasonably acceptable such appointees shall be allocated among the classes as evenly as possible) and each individual who is selected to fill a vacancy in accordance with the proviso set forth in this Section 6.12 shall be appointed to the nominating committee class of the board Board of directors Directors of Surviving Entity). The Surviving Entity Parent and the Surviving Parent Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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 Bankin which such vacancy exists.

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of BYFC shall recommend that the shareholders of BYFC approve the BYFC Amended Certificate and take all actions necessary to adopt the BYFC Amended Bylaws. 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 CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Time) (i) the three (3) then-current members of the 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 the board 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 “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 number of directors that will comprise the full Board of Directors of the Surviving Entity to be included among CenterState’s nominees for election at nine. Of the 2019 (if members of the Effective Time occurs prior to the 2019 annual meeting initial Board of CenterState shareholders) and 2020 annual meetings of shareholders Directors of the Surviving Entity as of the Effective Time, (provided that they remain reasonably acceptable 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”), and (iv) an additional four shall be members of the 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”). An initial lead independent director of the Surviving Entity shall be designated by CFB and the 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 as determined by 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 that have been appointed to and are serving on the board of directors of the Surviving Bank Entity in a manner to be reelected (provided fill such vacancies that they remain reasonably acceptable to then exist with the nominating committee goal of making each class of directors as nearly equal in number as practicable. Each of the board of directors of BYFC Directors shall continue in the Surviving Entity) at the 2019 (if the Effective Time occurs prior director class to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of the Surviving Bankwhich such director is assigned.

Corporate Governance. (a) Prior to the Effective Time, the ORRF Board shall take all actions necessary to adopt the Bylaws Amendment and to effect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, CenterState in accordance with the Bylaws Amendment, (A) ORRF shall take all actions necessary expand the size 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 the then-current members 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 CenterState 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 CenterState Bank the directors of the Surviving Corporation shall be re-classified so that (i) there will be an equal split of the “CenterState Continuing Directors”CVLY directors amongst all classes of directors and (ii) the total number of 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 4 directors in the third class). Upon the expiration of the term to continue in office which he or she is initially appointed, the board of directors of the Surviving Corporation shall nominate and serve 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 Entity 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 the Surviving Bank until such time as their successors are duly elected and qualified. Prior to the Effective Time, the CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Time) (i) the three (3) then-current members of the 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 Bylaws of the Surviving Entity and the board 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 “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 be included among CenterState’s nominees for election at the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of 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 BankCorporation.

Corporate Governance. (a) Prior to the Effective Time, the SWM Board shall take all actions necessary to adopt the 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, CenterState . SWM shall take all actions necessary to cause the then-current members SWM Board, as of the board of directors of CenterState Effective Time and CenterState Bank (in accordance with the “CenterState Continuing Directors”) SWM Bylaw Amendment, 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 Timeconsist, the CenterState Continuing Directors shall take all actions necessary to appoint (effective as of the Effective Time, of nine (9) directors (i) the three five (35) then-current members of the 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 the board of directors of the Surviving Bank whom shall be persons designated by SWM and (ii) four (4) of whom shall be persons designated by Neenah. The five (5) directors designated by 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 Neenah as of the date hereof (each a “Neenah Director”), which shall include Mx. Xxxxx Xxxxxxxxx. SWM and Neenah 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 classes on the SWM Board in which each 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) additional member of Neenah Director will serve in the then-current board class 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 “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 be included among CenterState’s nominees standing for election at the 2019 (if the Effective Time occurs prior to the 2019 next annual meeting of CenterState shareholdersSWM stockholders following the Effective Time, two (2) and 2020 annual meetings of shareholders of Neenah Directors will serve in the Surviving Entity (provided that they remain reasonably acceptable to the nominating committee of the board class of directors of Surviving Entity). The Surviving Entity and the Surviving Bank shall cause the New CenterState Directors that have been appointed to and are serving on the board of directors of the Surviving Bank to be reelected (provided that they remain reasonably acceptable to the nominating committee of the board of directors of the Surviving Entity) standing for election at the 2019 (if the Effective Time occurs prior to the 2019 second annual meeting of CenterState shareholders) SWM stockholders following the Effective Time, and 2020 Mx. Xxxxxxxxx will serve in the class of directors standing for election at the third annual meetings meeting of SWM stockholders following the Surviving BankEffective Time.