Common use of Proxy and Power of Attorney Clause in Contracts

Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the Shareholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act with respect to all of the Covered Person's Voted Covered Shares, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation and (i) directs that such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement --in accordance with such Preliminary Vote, (ii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote -- as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote, and (iii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) -- as the aforementioned persons see fit in their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the aforementioned persons with respect to all Voted Covered Shares of such Covered Person for the period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof.

Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the Shareholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act with respect to all of the Covered Person's Voted Covered Shares, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation and (i) directs that such proxy shall be voted in connection with such -10- 11 matters as are the subject of a Preliminary Vote as provided in this Agreement --in -- in accordance with such Preliminary Vote, (ii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote -- as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote, and (iii) authorizes the holder of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) -- as the aforementioned persons see fit in their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the aforementioned persons with respect to all Voted Covered Shares of such Covered Person for the period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof.

Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the ShareholdersStockholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote (or provide written consents in lieu of a meeting) or otherwise act with respect to all of the Covered Person's Voted Covered Shares, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation and (i) directs that such proxy shall be voted (or written consents in lieu of a meeting shall be provided) in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement --in in accordance with such Preliminary Vote, (ii) authorizes the holder of such proxy to vote (or provide written consents in lieu of a meeting) on such other matters as may come before a meeting of of, or upon which action is to be taken by written consent of, the stockholders of GS Inc. the Company or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote -- as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote, and (iii) authorizes the holder of such proxy to vote (or provide written consents in lieu of a meeting) on such other matters as may come before a meeting of of, or upon which action is to be taken by written consent by, the stockholders of GS Inc. the Company or any adjournment thereof (including matters related to adjournment thereof) -- as the aforementioned persons see fit in their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocableirrevocable and not subject to termination by the Covered Person or by operation of law, whether by the death or incapacity of the Covered Person or any executor or trustee, or by the dissolution or liquidation of any corporation, partnership, limited liability company or entity, or by the occurrence of any other event. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the aforementioned persons with respect to all Voted Covered Shares of such Covered Person for the period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a8.1(a) hereof, even if such period extends beyond three (3) years from the date hereof.

Proxy and Power of Attorney. The undersigned (athe “Optionee”) By his signature heretodoes hereby constitute and appoint the Chairperson of the Board of Directors (the “Chairperson”) of CBFH, each Covered Person hereby gives Inc., a Texas corporation (the Shareholders' Committee“Company”) and/or any other person designated by the Board of Directors (the “Board”) of the Company from time to time (collectively, the “Proxy”), as the Optionee’s true and lawful proxy and attorney-in-fact, with full power of substitution substitution, for and resubstitutionin the Optionee’s name, an irrevocable proxy place, and stead, to vote in accordance with the majority of Board all of the shares of common stock of the Company, now held or otherwise hereafter acquired or held by the Optionee pursuant to the CBFH, Inc. Stock Option Award Agreement (the “Option Agreement”) between the Company and the Optionee (such shares being the “Shares”), granting the Proxy complete and unlimited discretionary authority to act on the Optionee’s behalf, and appoint the Proxy as the Optionee’s agent, with respect to any matter whatsoever related to the Company (including but not limited to voting of shares as shareholders, designation of directors, executing any waivers, consents, amendments and agreements, etc.), giving the Proxy the most extended power permitted under applicable laws, and does hereby make, constitute and appoint the Proxy as the Optionee’s true and lawful proxy to sign, execute, certify, acknowledge, deliver, file and record in all necessary or appropriate places such agreements, instruments or documents as may be necessary or advisable hereunder or under the laws of any applicable jurisdiction. The Optionee further authorizes the Proxy to take any further action which the Proxy shall consider necessary or advisable in connection with any of the Covered Person's Voted Covered Sharesforegoing, hereby giving the Proxy full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in and about the foregoing as fully, to fully as the same extent and with the same effect as such Covered Person Optionee might or could do under if personally present, and hereby ratifying and confirming all that the Proxy shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of the aforesaid, and for the avoidance of doubt, the Optionee hereby grants the Proxy full right and authority, in the name of the Optionee, to take, at the Proxy’s sole discretion, all the aforesaid actions also in connection with the Initial Public Offering of the Company’s securities and/or a Change in Control of the Company (both terms as defined in the Option Agreement). Without derogating from the above, the Optionee hereby grants the Proxy full right and authority, in the name of the Optionee, to sign, execute, deliver, file and/or fill in, in any and all necessary or appropriate places, any share assignments, share certificates, and any other applicable laws documentation required in connection with the transfer, exchange, sale or regulations governing disposition of the rights and powers of stockholders of a Delaware corporation and (i) directs that such proxy shall be voted Shares in connection with such matters as are merger, Change in Control or Initial Public Offering. This Proxy: (i) is made and executed in furtherance of the subject grant by the Company to the Optionee of restricted shares of common stock pursuant to the Option Agreement and is a Preliminary Vote as provided in this Agreement --in accordance with condition to such Preliminary Vote, grant by the Company to the Optionee; (ii) authorizes is given by the holder undersigned in consideration of such proxy to vote on such other matters the foregoing grant by the Company and the undersigned’s engagement by the Company as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, an employee to the matter which was the subject of the Preliminary Vote -- as the aforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote, and Company; (iii) authorizes the holder is a special proxy and power of such proxy to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) -- as the aforementioned persons see fit in their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is attorney coupled with an interest and is irrevocable. It is further understood ; (iv) shall survive the bankruptcy, death, adjudication of incompetence or insanity or dissolution of the Optionee and agreed its transferees; and (v) shall survive the transfer of the Shares, until duly replaced by each such Covered Person that this a similar proxy may be exercised executed by the aforementioned persons transferee. This Proxy replaces any proxy previously granted by the Optionee in connection with respect the Shares, if any. This Proxy is intended to all Voted Covered Shares be effective until, and shall terminate upon, the consummation by the Company of such Covered Person for an Initial Public Offering of its common stock or a Change in Control. This Proxy is governed by and shall be construed in accordance with the period beginning on laws of the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof.State of Texas. OPTIONEE: Signature: Print Name: Date: EXHIBIT D — 2014 PLAN NEW AWARDS CBFH, INC. 2014 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENT