0001140361-19-007758 Sample Contracts

•] Shares SOUTH PLAINS FINANCIAL, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • New York

The foregoing restrictions shall not apply to (a) the sale of the shares of Common Stock in the Public Offering, (b) transfers of shares of Common Stock as a bona fide gift, (c) transfers by will or estate or intestate succession to the undersigned’s family, transfers to a trust or limited partnership, the beneficiaries or limited partners of which are exclusively the undersigned or members of the undersigned’s family, or transfers to a charitable organization, (d) transfers of shares of Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company that has been approved by the Company’s board of directors, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Common Stock shall remain subject to the provisions of this Letter Agreement (for the purposes of this

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BOARD REPRESENTATION AGREEMENT
Board Representation Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas

This BOARD REPRESENTATION AGREEMENT (this “Agreement”) is made and entered into as of March 7, 2019, by and among Henry TAW LP and James C. Henry (individually, the “Shareholder” and collectively, the “Shareholders”), South Plains Financial, Inc., a Texas corporation and registered bank holding company (the “Company”), and for the limited purposes set forth herein, the Board Representative (as defined below).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [·], 2019 between South Plains Financial, Inc., a Texas corporation (the “Company”), and [Name] (“Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 6, 2019 (the “Effective Date”), by and among City Bank, Texas (the “Company”), Cory Newsom (the “Executive”), and South Plains Financial, Inc. (the “Parent”).

SOUTH PLAINS FINANCIAL, INC. NOTICE OF RESTRICTED STOCK UNIT AWARD
Award Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas

Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto (the “Award Agreement”), and the South Plains Financial, Inc. 2019 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Restricted Stock Units (the “RSUs”) in South Plains Financial, Inc., a Texas corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice have the meanings set forth in the Award Agreement or the Plan.

CORY NEWSOM DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT (Including Code §409A provisions)
Adoption Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks

The Plan, as amended hereinabove, and all instruments thereof heretofore executed be and are hereby ratified and affirmed.

JOINT BENEFICIARY DESIGNATION
South Plains Financial, Inc. • April 29th, 2019 • State commercial banks • Texas

The respective rights and duties of the Bank and the Insured in the above-referenced policy (hereinafter Policy) shall be pursuant to the terms set forth below:

JOINT BENEFICIARY DESIGNATION
Agreement • April 29th, 2019 • South Plains Financial, Inc. • State commercial banks • Texas

The respective rights and duties of the Bank and the Insured in the above-referenced policy (hereinafter Policy) shall be pursuant to the terms set forth below:

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