Common use of Corporate Governance Clause in Contracts

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, 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 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 SHBI Board of Directors of CBTX shall take all actions necessary (i) to adopt the Amended SHBI Articles and the Amended SHBI Bylaws 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) cause three seven (37) of SHBI's existing whom shall be persons designated by Allegiance. The directors to resigndesignated 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 Amended SHBI BylawsCBTX Directors, (i) on the number 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 directors that will comprise the full Board of Directors of SHBI 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 full 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 Shore United (as of the effective 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 directorsSurviving Entity.

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 SHBI Board CenterState Continuing Directors shall take all actions necessary to appoint (i) to adopt the Amended SHBI Articles and the Amended SHBI Bylaws and to effect the requirements referenced therein that are to be effected 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) cause three the one (31) of SHBI's existing directors to resign. Effective as additional member of the Effective Time, in accordance with the Amended SHBI Bylaws, (i) the number then-current board of directors that will comprise of NBC identified on NCC Disclosure Schedule Section 5.16(a)(ii) (or another individual mutually agreeable to the full Board Parties) to serve solely on the board of Directors of SHBI and the full Board of Directors of Shore United (as directors of the effective time of the Surviving 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)collectively, the “TCFC and CBC Continuing New CenterState Directors”), and twelve (12) shall be members of the SHBI Board until such time 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 their successors are duly elected and qualified. Following 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 (in occurs prior to 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 2019 annual meeting of stockholders pursuant CenterState shareholders) and 2020 annual meetings of shareholders of the Surviving Entity (provided that they remain reasonably acceptable to their class as set forth in Schedule 6.12(a) the nominating committee of SHBI’s Disclosure Schedules, as the case may be, 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 nominated reelected (provided that they remain reasonably acceptable to stand for election by SHBI’s stockholders the nominating committee of the board of directors of the Surviving Entity) at SHBI’s next the 2019 (if the Effective Time occurs prior to the 2019 annual meeting of stockholders, or by Shore United’s stockholders as Shore United’s next CenterState shareholders) and 2020 annual meeting meetings 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 directorsSurviving 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, in accordance with the Amended SHBI Bylaws, Parent shall (i) increase the number size of directors that will comprise its Board of Directors to fifteen (15) members, (ii) appoint Jxxxxx X. Xxxxxxxxx, Sxxxx X. Xxxxxxxx and two (2) additional current members of 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 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 Company (the directors in Section 6.12(a)(ii), the “TCFC and CBC Continuing Company Directors”), and twelve (12) shall to 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 Parent after consultation with the remaining term Company, to its Board of that class Directors to serve until the next annual meeting of stockholders and until his or her successor is elected and qualifiedqualifies and (iii) appoint Jxxxxx X. Xxxxxxxxx and Sxxxx X. Xxxxxxxx to the Executive Committee of Parent’s Board of Directors. Following Effective as of the Effective Time Time, Parent shall cause Sxxxx Spring Bank to (in i) increase the case size of SHBIits Board of Directors to fifteen (15) members, and following the effective time (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 until the 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 Merger (in the case of Shore United) shall take appropriate actions to permit such nominations and service under, and subject to compliance with each board's fiduciary duties (including compliance with the requirements terms of, their respective Bylaws. The Board of the Amended SHBI Articles, the Amended SHBI Bylaws and the articles Directors of association of Shore United, as applicable), the SHBI Board and Shore United Board Parent shall take appropriate actions to cause the TCFC and CBC Continuing Company 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 SHBIParent’s stockholders at SHBIParent’s next annual meeting of stockholders, or by Shore United’s stockholders with Jxxxxx X. Xxxxxxxxx nominated as Shore United’s next a Class I director with a term expiring at the 2021 annual meeting of stockholders, stockholders and the other Company Directors nominated to such classes as the case may be, with Nominating Committee shall determine so that the number of directors in 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, is as applicablenearly equal as possible. Thereafter, SHBI and Shore United Parent will apply their 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 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, in accordance with the Amended SHBI FIBK Bylaws, (i) the number of directors that will comprise the full Board of Directors of SHBI and the full Surviving Entity shall be sixteen (16). Of the members of the initial Board of Directors of Shore United (the Surviving Entity as of the effective time Effective Time, (i) one (1) shall be the Chief Executive Officer of FIBK as of immediately prior to the Bank Merger)Effective Time, shall each be twenty (20) and (ii) of the members of each such board of directors, eight an additional ten (8) 10) shall be members of the TCFC Board of Directors of FIBK as of immediately prior to the Effective Time, designated by TCFC and agreed to by SHBI FIBK (the directors referred to in Section 6.12(a)(iiclauses (i) and (ii), the “TCFC and CBC Continuing FIBK Directors”), and twelve (12iii) an additional five (5) shall be members of the SHBI Board of Directors of GWB as of immediately prior to the Effective Time, designated by SHBI and agreed 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 TCFC a Regulatory Agency for service on the Board of Directors of FIBK. Prior to the Effective Time, the parties (which shall include four (4) representatives from coordinating through 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) respective Chairman of SHBI’s Disclosure Schedule and shall serve on each of GWB and FIBK) shall cooperate in good faith to mutually agree on the boards selection of SHBI the GWB Directors who will join the Board of Directors of the Surviving Entity, their respective classes, and Shore United for a term 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 coincide with be apportioned among the remaining term three (3) classes of that class and until his or her successor the Board of Directors of the Surviving Entity as nearly evenly as is elected and qualified. Following possible, (ii) the Chairman of GWB as of immediately prior to the Effective Time (in shall be appointed to the case of SHBI) and following the effective time Executive Committee of the Bank Merger (in the case Board of Shore United) and subject to compliance with each board's fiduciary duties (including compliance with the requirements Directors of the Amended SHBI Articles, Surviving Entity effective as of the Amended SHBI Bylaws Effective Time and (iii) the articles of association of Shore United, as applicable), GWB Directors shall be eligible and given due consideration for committee service to 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, same extent as the case may beFIBK Directors, and each GWB Director shall be appointed to be nominated to stand for election by SHBI’s stockholders at SHBI’s next annual meeting least two (2) standing committees of stockholders, or by Shore United’s stockholders the Board of Directors of the Surviving Entity effective 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 directorsEffective Time.

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, in accordance with the Amended SHBI BANC Bylaws, (i) the number of directors that will comprise the full Board of Directors of SHBI and BANC (and, as of the Second Effective Time, that will comprise the full Board of Directors of Shore United the Surviving Corporation) shall be twelve (as of the effective time of the Bank Merger12), shall each be twenty (20) and (ii) of the such members of each such board the Board of directorsDirectors, (x) eight (8) shall be members of the TCFC 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 TCFC PACW and agreed reasonably acceptable to by SHBI BANC (the directors in Section 6.12(a)(ii), the “TCFC and CBC 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 twelve satisfy BANC’s Corporate Governance Guidelines and (12z) one (1) shall be members 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 SHBI Board of Directors of PACW as of immediately prior to the Effective Time shall become the Chairman of the Board of Directors of BANC (and, as of the Second Effective Time, designated by SHBI and agreed to by TCFC (which shall include four (4) representatives from of the former Severn Bancorp, Inc. previously acquired by SHBISurviving Corporation). Each individual will be assigned Provided that each PACW Director continues to a SHBI meet the standards for directors of the Surviving Corporation, including continuing to satisfy BANC’s Corporate Governance Guidelines and qualify as an “independent” director of BANC under the applicable rules of the NYSE, the Surviving Corporation shall nominate each PACW Director for reelection to the Board class as set forth in Section 6.12(a) of SHBI’s Disclosure Schedule and shall serve on Directors of the Surviving Corporation at each of the boards of SHBI first 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 second annual meeting of the stockholders pursuant of the Surviving Corporation following the Closing, and the Surviving Corporation’s proxy materials with respect 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 each such annual meeting shall include the recommendation of stockholders, or by Shore United’s the Board of Directors of the Surviving Corporation that its stockholders as Shore United’s next annual meeting of stockholders, as the case may be, with vote to reelect 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 PACW Director to the re-election same extent as recommendations are made with respect to other directors on the Board of incumbent directorsDirectors of the Surviving Corporation.

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, in accordance with the Amended SHBI Bylaws, Yadkin shall (i) increase the number size of directors that will comprise the full Board of Directors of SHBI and Yadkin to fifteen (15) members, (ii) appoint five (5) current members of the full Board of Directors of Shore United NewBridge, to be designated by NewBridge and approved by Yadkin, to the Board of Directors of Yadkin and Yadkin Bank for the period until the next annual meeting of shareholders of Yadkin, (as of iii) if the effective time of the Bank Merger), Effective Time 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 occur prior to the Effective Time2016 annual meeting of shareholders, designated subject to the good faith consideration by TCFC and agreed to by SHBI (the directors in Section 6.12(a)(ii)Nominating, the “TCFC and CBC Continuing Directors”)Compensation, and twelve (12) shall be members Corporate Governance Committee of the SHBI Board as of immediately prior to Directors of Yadkin of 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 selection criteria set forth in Section 6.12(aits 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 SHBI’s Disclosure Schedule and shall serve on each 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 boards Board of SHBI Directors of Yadkin and Shore United for a term that shall coincide the Yadkin Executive Committee are equivalent with the remaining term foregoing, or as close as possible to equivalent. The Boards of that class Directors of Yadkin 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 Yadkin 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 permit such nominations and service under their respective Bylaws. For the TCFC avoidance of doubt, if the Board of Directors of Yadkin is comprised of fifteen (15) members and CBC Continuing Directors whose terms expire at SHBI’s or Shore United’s next annual meeting of stockholders five (5) are designated pursuant to their class as set forth in Schedule 6.12(aclause (ii) above, and the Yadkin Executive Committee is comprised of six (6) members, two (2) of SHBI’s Disclosure Schedules, as the case may be, to six (6) members of the Yadkin Executive Committee would be nominated to stand for election by SHBI’s stockholders at SHBI’s next annual meeting former members of stockholders, or by Shore United’s stockholders as Shore United’s next annual meeting the Board 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 directorsNewBridge.

Corporate Governance. (a) Prior to the Effective Time, the SHBI SWM Board shall take all actions necessary (i) to adopt the Amended SHBI Articles SWM Bylaw Amendment and the Amended SHBI Bylaws resolutions referenced therein and to effect the requirements referenced therein that are to be effected as of the Effective Time. SWM shall take all actions necessary to cause the SWM Board, as of the Effective Time and (ii) cause three (3) of SHBI's existing directors in accordance with the SWM Bylaw Amendment, to resign. Effective consist, as of the Effective Time, in accordance with the Amended SHBI Bylaws, of nine (9) directors (i) the number five (5) 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), whom shall each be twenty (20) 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 members of date hereof (each such board of directorsa “SWM Director”), eight which shall include Mr. Jxxx Xxxxxx, and the four (8) 4) directors designated by Neenah shall be members selected from among the current directors of Neenah as of the TCFC 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 immediately 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, designated by TCFC and agreed to by SHBI two (2) Neenah Directors will serve in the class of directors in Section 6.12(a)(ii), standing for election at the “TCFC and CBC Continuing Directors”), and twelve (12) shall be members second annual meeting of the SHBI Board as of immediately prior to SWM stockholders following 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)Mx. Each individual Xxxxxxxxx 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 class of SHBI) and following directors standing for election at 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 third annual meeting of SWM stockholders pursuant to their class as set forth in Schedule 6.12(a) of SHBI’s Disclosure Schedules, as following 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 directorsEffective Time.

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, in accordance with the Amended SHBI Bylaws, Parent shall (i) increase the number size of directors that will comprise its Board of Directors to fifteen (15) members, (ii) appoint two (2) current members of the full Board of Directors of SHBI the 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 until his or her successor is elected and qualified, and (iii) nominate one (1) additional current member of the full Board of Directors of Shore United 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 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 Effective Time, Parent shall cause Parent Bank to (i) increase the size of the Bank Merger)its Board of Directors to sixteen (16) members, 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 appoint each of the boards Company Directors to its Board of SHBI and Shore United for a term that shall coincide with Directors to serve until the remaining term next annual meeting of that class stockholders and until his or her successor is elected and qualified. Following the Effective Time (in the case The Boards of SHBI) Directors of Parent and following the effective time of the Parent Bank Merger (in the case of Shore United) shall take appropriate actions to permit such nominations and service under, and subject to compliance the terms of, their respective Bylaws. Except with each board's fiduciary duties respect to the Company Director referenced in clause (including compliance with the requirements of the Amended SHBI Articlesiii) above, the Amended SHBI Bylaws and the articles Board of association Directors of Shore United, as applicable), the SHBI Board and Shore United Board Parent shall take appropriate actions to cause the TCFC and CBC Continuing Company 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 SHBIParent’s stockholders at SHBIParent’s next annual meeting of stockholders, or by Shore United’s stockholders as Shore United’s next annual meeting of stockholders, with the Company Directors nominated to such classes as the case may be, with Nominating Committee shall determine so that the number of directors in 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, is as applicablenearly equal as possible. Thereafter, SHBI and Shore United Parent will apply their its normal governance and nomination procedures to the re-election of incumbent directors.

Corporate Governance. (a) Prior to the Effective Time, the SHBI ORRF Board shall take all actions necessary (i) to adopt the Amended SHBI Articles and the Amended SHBI Bylaws Amendment 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, in accordance with the Amended SHBI BylawsBylaws Amendment, (A) ORRF shall 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 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 directors of the Surviving Corporation shall be re-classified so that (i) there will be an equal split of the number CVLY directors amongst all classes 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 each be twenty (20) and (ii) the total number of the members directors of each such board class will be split as evenly split as possible (e.g., if there are 3 classes of directors, eight (8) shall then there will be members 5 directors in one class, 4 directors in the another class and 4 directors in the third class). Upon the expiration of the TCFC Board as of immediately prior term to the Effective Time, designated by TCFC and agreed to by SHBI (the directors in Section 6.12(a)(ii)which he or she is initially appointed, the “TCFC and CBC Continuing Directors”), and twelve (12) shall be members board of directors of the SHBI Board as of immediately prior to the Effective Time, designated by SHBI Surviving Corporation shall nominate 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 recommend such director for election by SHBI’s stockholders at SHBI’s next annual meeting the shareholders of stockholdersthe 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 by Shore United’s stockholders as Shore United’s next annual meeting of stockholders, as she continues to meet the case may be, with each such TCFC and CBC Continuing Directors nominated eligibility requirements for a term equivalent to that to which director under the other SHBI or Shore United directors Articles of that class are nominated, as applicable. Thereafter, SHBI Incorporation and Shore United will apply their normal governance and nomination procedures to Bylaws of the re-election of incumbent directorsSurviving Corporation.

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, 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 such actions as may be necessary to increase the size of the Board of Directors of Parent Bank to fourteen (14) members and (b) appoint two (2) current members of the Board of Directors of the 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 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 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 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 Boards of Directors of Parent and Parent Bank to be selected by Parent in its discretion (provided that 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 Amended SHBI Bylaws, (i) proviso set forth in this Section 6.12 shall be appointed to the number class of directors that will comprise the full Board of Directors of SHBI Parent and the full Board of Directors of Shore United (as of the effective time of the Parent Bank Merger), shall each be twenty (20) and (ii) of the members of each in which 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 directorsvacancy exists.

Corporate Governance. (a) Prior to the Effective Time, the SHBI Board of Directors of BYFC shall recommend that the shareholders of BYFC approve the BYFC Amended Certificate and take all actions necessary (i) to adopt the BYFC 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 resignBylaws. Effective as of the Effective Time, in accordance with the Amended SHBI Bylaws, (i) Surviving Entity shall cause the number of directors that will comprise the full Board of Directors of SHBI and the full Surviving Entity to be nine. Of the members of the initial Board of Directors of Shore United (the Surviving Entity as of the effective time Effective Time, (i) one shall be the Chief Executive Officer of BYFC as of immediately prior to the Bank Merger)Effective Time, shall each be twenty (20) and (ii) one shall be the Chief Executive Officer of CFB as of immediately prior to the members of each such board of directorsEffective Time, eight (8) iii) an additional three shall be members of the TCFC Board of Directors of BYFC as of immediately prior to the Effective Time, designated by TCFC and agreed to by SHBI BYFC (the directors referred to in Section 6.12(a)(iiclauses (i) and (iii), the “TCFC and CBC Continuing BYFC Directors”), and twelve (12iv) an additional four shall be members of the SHBI Board of Directors of CFB as of immediately prior to the Effective Time, designated by SHBI and agreed CFB (the directors referred to by TCFC in clauses (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 SHBIii) 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 applicableiv), the SHBI “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 Shore United 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 of Directors of the Surviving Entity 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 take appropriate actions to cause continue in the TCFC and CBC Continuing Directors whose terms expire at SHBI’s or Shore United’s next annual meeting of stockholders pursuant to their director 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 directorssuch director is assigned.

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, in accordance with the Amended SHBI Bylaws, Yadkin shall (i) increase the number size of directors that will comprise the full Board of Directors of SHBI and Yadkin to fifteen (15) members, (ii) appoint five (5) current members of the full Board of Directors of Shore United NewBridge, to be designated by NewBridge and approved by Yadkin, to the Board of Directors of Yadkin and Yadkin Bank for the period until the next annual meeting of shareholders of Yadkin, (as of iii) if the effective time of the Bank Merger), Effective Time 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 occur prior to the Effective Time2016 annual meeting of shareholders, designated subject to the good faith consideration by TCFC and agreed to by SHBI (the directors in Section 6.12(a)(ii)Nominating, the “TCFC and CBC Continuing Directors”)Compensation, and twelve (12) shall be members Corporate Governance Committee of the SHBI Board as of immediately prior to Directors of Yadkin of 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 selection criteria set forth in Section 6.12(aits 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 SHBI’s Disclosure Schedule and shall serve on each 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 boards Board of SHBI Directors of Yadkin and Shore United for a term that shall coincide the Yadkin Executive Committee are equivalent with the remaining term foregoing, or as close as possible to equivalent. The Boards of that class Directors of Yadkin 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 Yadkin 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 permit such nominations and service under their respective Bylaws. For the TCFC avoidance of doubt, if the Board of Directors of Yadkin is comprised of fifteen (15) members and CBC Continuing Directors whose terms expire at SHBI’s or Shore United’s next annual meeting of stockholders five (5) are designated pursuant to their class as set forth in Schedule 6.12(aclause (ii) above, and the Yadkin Executive Committee is comprised of six (6) members, two (2) 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.six