Common use of Corporate Governance Clause in Contracts

Corporate Governance. Effective as of the Effective Time, in accordance with the AUB Bylaws, the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall be seventeen (17). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, (a) fourteen (14) shall be the members of the Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving Bank. Prior to the Effective Time, the parties (coordinating through the respective Chairman of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and Surviving Bank, respectively, and their respective committee appointments.

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, in accordance with the AUB BylawsCBTX Directors, 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 the Surviving Corporation shall be seventeen (17). Of the members Entity such that one class of the initial Board of Directors shall consist of two CBTX Directors and two Allegiance Directors, one class of the Board of Directors shall consist of three (3) CBTX Directors and two Allegiance Directors, and one class of the Board of Directors shall consist of two CBTX Directors and three (3) Allegiance Directors; provided that CBTX’s current Chairman, President and Chief Executive Officer and Allegiance’s current Chief Executive Officer shall each be in the same class of the Board of Directors of the Surviving Corporation Entity. (b) In accordance with the CBTX Bylaw Amendment, CBTX shall take all actions necessary to cause the Board of Directors of the Surviving Entity to have the following four standing committees as of the Effective Time and shall maintain: (i) Audit Committee; (ii) Compensation Committee; (iii) Corporate Governance and Nominating Committee; and (iv) Risk Committee (collectively, the “Committees”). For a period of three (3) years beginning on the Effective Time (i) the Committees shall be maintained, (ii) two Committees shall be chaired by a CBTX Director (or successor thereof) and two Committees shall be chaired by an Allegiance Director (or successor thereof), and (iii) the membership of each Committee shall be apportioned as evenly as possible between CBTX Directors and Allegiance Directors. (c) Within one hundred eighty (180) days following the Effective Time, the Board of Directors of the Surviving Entity shall elect a Lead Director in accordance with the CBTX Bylaws, as amended by the CBTX Bylaw Amendment. (d) In accordance with the CBTX Bylaw Amendment, effective as of the Effective Time, (ai) fourteen (14) CBTX’s current Chairman, President and Chief Executive Officer shall be the members continue to serve as Chief Executive Officer of the Board Surviving Entity, and (ii) Allegiance’s current Chief Executive Officer shall serve as Executive Chairman of Directors of AUB as of immediately the Surviving Entity. (e) The Surviving Entity, and CBTX and Allegiance prior to the Effective Time, and (b) an additional three (3) as applicable, shall take all action necessary to cause Xxxxx X. Xxxxxxx, III to be members appointed as the Chief Executive Officer of Allegiance Subsidiary Bank effective as of the Board effective time of Directors of SASR as of immediately prior the Bank Merger. (f) Following the date hereof and in preparation for the Closing, Allegiance and CBTX shall cooperate in good faith to the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, completedevelop, and current copy of which has been provided make recommendations for approval by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (Entity effective from and after the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria Effective Time with respect to, any advisable changes to services on the Board corporate governance guidelines for the Surviving Entity to reflect best practices of Directors Allegiance, CBTX and otherwise, (ii) determine the name of the Surviving Bank. Prior Entity to be effective as of the Effective Time, (iii) determine the parties (coordinating through the respective Chairman name of each of SASR and AUB) shall cooperate in good faith Allegiance Subsidiary Bank to mutually agree on the selection be effective as of the SASR Directors and SASR Bank Directors who will join the Board of Directors effective time of the Surviving Corporation and Surviving Bank, respectivelyBank Merger, and their respective committee appointments(iv) determine the size and composition of the initial board of directors of Allegiance Subsidiary Bank to be effective as of the effective time of the Bank Merger. (g) The certificate of formation and bylaws of Allegiance Subsidiary Bank will be amended effective as of the effective time of the Bank Merger as necessary to be consistent in all respects with the foregoing provisions of this Section 6.11.

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 AUB Amended SHBI Bylaws, (i) the number of directors that will comprise the full Board of Directors of SHBI and the Surviving Corporation shall be seventeen (17). Of the members of the initial full Board of Directors of the Surviving Corporation Shore United (as of the Effective Timeeffective time of the Bank Merger), shall each be twenty (a20) fourteen and (14ii) shall be of the members of each such board of directors, eight (8) shall be members of the TCFC Board of Directors of AUB as of immediately prior to the Effective Time, designated by TCFC and agreed to by SHBI (b) an additional three the directors in Section 6.12(a)(ii), the “TCFC and CBC Continuing Directors”), and twelve (312) shall be members of the SHBI Board of Directors of SASR 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 “SASR Directors”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), one 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 whom shall 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 Dxxxxx X. Xxxxxxxx; provided 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 any SASR Director must meet 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. (b) Effective as of the Effective Time, (i) Mx. Xxxx X. Hyatt shall serve as the written director qualification and eligibility criteria Chairman of the Corporate Governance SHBI Board and Nominating Committee of the Shore United Board (as of Directors the effective time of AUBthe Bank Merger), a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on Mx. Xxxxxx J. Xxxxxx shall serve as the Vice Chairman of the SHBI Board and of Directors the Shore United Board (as of AUBthe effective time of the Bank Merger), (iii) Mx. Xxxxx X. Burke shall serve as the President and Chief Executive Officer of SHBI and as President and Chief Executive Officer of Shore United (as of the effective time of the Bank Merger), (iv) Mx. Xxxxx X. Stevens shall serve as the Chief Operating Officer of SHBI and as Chief Operating Officer of Shore United (as of the effective time of the Bank Merger), (v) Mx. Xxxx X. Capitani shall serve as the Chief Financial Officer of SHBI and as Chief Financial Officer of Shore United (as of the effective time of the Bank Merger), and shall otherwise be reasonably acceptable to (vi) the Corporate Governance and Nominating Committee remainder of the Board executive management team for SHBI and Shore United (as of Directors the effective time of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors Bank Merger) shall be appointed to the Board set forth in Section 6.12(b)(i) of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving BankSHBI's Disclosure Schedule. Prior to the Effective Time, the parties (coordinating through the respective Chairman TCFC will use commercially reasonable efforts to cause Messrs. Bxxxx and Cxxxxxxx and such other persons identified in Section 6.12(b)(ii) of each of SASR SHBI's Disclosure Schedule to enter into an assumption and AUB) amendment agreement to their current employment agreements with SHBI and Shore United, which shall cooperate in good faith to mutually agree on the selection be effective as of the SASR Directors Closing Date and SASR Bank Directors who with the material terms set forth in Section 6.12(b)(ii) of SHBI's Disclosure Schedule, and prior to the Effective Time, SHBI and Shore United shall have entered into such assumption and amendment agreements. Prior to the Effective Time, Mx. Xxxxx X. Beatty, Jr. shall have entered into a consulting agreement with SHBI and Shore United, which will join the Board of Directors be effective as of the Surviving Corporation Closing Date and Surviving with the material terms set forth in Section 6.12(b)(iii) of SHBI’s Disclosure Schedule. (c) Effective as of the Effective Time, (i) the headquarters of SHBI will be located in Easton, Maryland, and the headquarters of Shore United (as of the effective time of the Bank Merger) will be located in Easton, Maryland and (ii) the name of SHBI will be “Shore Bancshares, Inc.” and the name of Shore United (as of the effective time of the Bank Merger) will be “Shore United Bank, respectively, and their respective committee appointmentsNA”.

Corporate Governance. (a) Prior to the Effective Time, Yadkin shall take all actions necessary to adopt the amendments to the Yadkin Bylaws substantially in the form set forth in Exhibit F, effective as of the Effective Time, in accordance with the AUB Bylaws, the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall be seventeen . (17). Of the members of the initial Board of Directors of the Surviving Corporation as of b) At the Effective Time, (a) fourteen (14) shall be the seven current members of the Yadkin Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall will be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on Corporation and the Board of Directors of the Surviving Bank. Prior , such members to be selected by the current members of the Yadkin Board, with the consent of the current members of the Vantage Board, which consent shall not be unreasonably withheld, to serve along with seven current members of the Vantage Board and Vantage Bank Board, such members to be selected by the current members of the Vantage Board, with the consent of the current members of the Yadkin Board, which consent shall not be unreasonably withheld, for a period of 24 months following the Effective Time in accordance with the Bylaws of the Surviving Corporation as amended pursuant to Section 7.11(a). (c) At the Effective Time, the parties Board of Directors of the Surviving Corporation shall establish a committee for the purpose of administering the Phantom Plan as follows: (coordinating through i) the respective members of such committee shall be mutually agreed upon by the Piedmont Board and the Yadkin Board prior to the Effective Time; (ii) the committee shall be comprised of three members of the Piedmont Board immediately prior to the Effective Time and two members of the Yadkin Board immediately prior to the Effective Time; and (iii) thereafter, the Board of Directors of the Surviving Corporation may not alter the composition of such committee unless a majority of the then members of such committee consent to such alteration. (d) Subject to and in accordance with the Bylaws of the Surviving Corporation, Xx. Xxxxxx X. Towell will serve as the Executive Chairman of each of SASR the Surviving Corporation and AUB) shall cooperate in good faith to mutually agree on the selection Surviving Bank, and Xx. Xxxxx X. Custer will serve as President and Chief Executive Officer of the SASR Surviving Corporation and the Surviving Bank. The Executive Chairman shall (i) serve as the Chairman of the Boards of Directors of the Surviving Corporation and SASR Bank Surviving Bank, and (ii) be an officer position, and, together with the Chief Executive Officer, shall report to the Boards of Directors who of the Surviving Corporation and Surviving Bank. Xx. Xxxxxx X. Towell will join serve as Chairman of the Operating Committee of the Surviving Bank. Xx. Xxxx Xxxxx will serve as the Lead Independent Director of the Board of Directors of the Surviving Corporation and Surviving Bank. At the Effective Time, respectivelythe Board will adopt a charter substantially in the form attached hereto as Exhibit G for the Operating Committee of the Surviving Corporation and the Surviving Bank. (e) As soon as practicable following the Effective Time, and their respective committee appointmentsYadkin shall consider a proposal to convert to a Delaware corporation. (f) As soon as practicable following the date of this Agreement, Yadkin will use reasonable commercial efforts to obtain the approval of the listing of the Yadkin Common Stock on the New York Stock Exchange, such that the Yadkin Common Stock, (including the shares of Yadkin Common Stock to be issued in the Mergers) shall, at the Effective Time be listed on the New York Stock Exchange.

Corporate Governance. Effective as of (a) Prior to the Effective Time, in accordance Parent shall take all actions necessary (including by securing and causing to be delivered to Parent (with evidence thereof provided to the AUB BylawsCompany) the resignations of applicable then-serving directors of the Parent Board, as necessary) to cause: (i) the number of directors that will comprise the full Parent Board of Directors of the Surviving Corporation shall be seventeen (17). Of the members of the initial Board of Directors of the Surviving Corporation as of at the Effective TimeTime to be ten (10), to the extent not already ten (a10); and (ii) fourteen the Parent Board at the Effective Time to be comprised of (14A) shall be the members six (6) directors of the Board of Directors of AUB Parent as of immediately prior to the Effective TimeTime designated by Parent (each, a “Parent Designated Director”), consisting of five (5) independent directors of Parent (each, a “Parent Designated Independent Director”) and (b) an additional three (3) shall be members the Chief Executive Officer of the Board of Directors of SASR Parent as of immediately prior to the Effective Time (the “SASR DirectorsParent CEO”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet and (iB) the written director qualification and eligibility criteria four (4) directors of the Corporate Governance and Nominating Committee Company as of immediately prior to the Effective Time designated by the Company (each, a “Company Designated Director”), consisting of two independent directors of the Board Company, one director of Directors the Company designated by and affiliated with the Stockholder in accordance with the Shareholder Agreement and the Chief Executive Officer of AUB, a true, completethe Company as of immediately prior to the Effective Time (the “Company CEO”), and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee all of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Company Designated Directors shall be appointed appointed, elected and approved as directors of the Parent Board effective as of the Effective Time by a vote of at least a majority of the Parent Board in office as of immediately prior to the Board of Directors of the Surviving Bank Effective Time. (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving Bank. b) Prior to the Effective Time, the parties shall take all actions necessary to cause (coordinating through i) the respective Parent CEO to be appointed as the Chairman of each of SASR the Parent Board and AUB(ii) shall cooperate in good faith a Parent Designated Director designated by Parent to mutually agree on be appointed as the selection Lead Director of the SASR Directors Parent Board, in each case, effective at the Effective Time and SASR Bank Directors who pursuant to, and in accordance with, the Amended Parent Bylaws. (c) Prior to the Effective Time, the parties shall take all actions necessary to cause (i) the Parent Board to have the following standing committees (each, a “Standing Committee”): Audit Committee, Compensation Committee and Nominating and Governance Committee, (ii) each committee of the Parent Board (including each Standing Committee) to have three (3) or four (4) members, with at least one (1) qualified Company Designated Director on each committee, and (iii) the chairperson of the Compensation Committee to be a Company Designated Director designated by the Company, in each case, effective at the Effective Time and pursuant to, and in accordance with, the Amended Parent Bylaws. (d) Effective at the Effective Time, the Parent CEO shall continue to serve as the Chief Executive Officer of Parent and will join become Chairman of the Board of Directors Parent, and the Company CEO shall become the President and Chief Operating Officer of Parent. At or prior to the Effective Time, the Parent Board shall take such actions as are necessary to cause the persons indicated in the first sentence of this Section 6.8(d) to be elected or appointed to the offices of Parent specified in the first sentence of this Section 6.8(d) at the Effective Time. (e) Prior to the Closing, the Parent Board shall take all actions necessary to cause the Parent Bylaws, as in effect immediately prior to the Closing, to be amended and restated, as of the Surviving Corporation and Surviving BankEffective Time, respectivelyas set forth in Exhibit A (the “Amended Parent Bylaws”), and their respective committee appointmentsas so amended and restated, the Amended Parent Bylaws shall be the bylaws of Parent until thereafter amended as provided therein, the Parent Articles or by applicable Law.

Corporate Governance. (a) Effective as of the Effective Time, in accordance with the AUB FIBK Bylaws, the number of directors that will comprise the full Board of Directors of the Surviving Corporation Entity shall be seventeen sixteen (1716). Of the members of the initial Board of Directors of the Surviving Corporation Entity as of the Effective Time, (ai) fourteen one (141) shall be the members Chief Executive Officer of the Board of Directors of AUB FIBK as of immediately prior to the Effective Time, and (bii) an additional three ten (310) shall be members of the Board of Directors of SASR FIBK as of immediately prior to the Effective Time Time, designated by FIBK (the directors referred to in clauses (i) and (ii), the “SASR FIBK Directors”), one of whom and (iii) an additional five (5) shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee members of the Board of Directors of AUBGWB as of immediately prior to the Effective Time, a truedesignated by GWB (the directors referred to in this clause (iii), complete, and current copy of which has been the “GWB Directors”); provided by AUB to SASR and (ii) that any GWB Director must meet any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving BankFIBK. Prior to the Effective Time, the parties (coordinating through the respective Chairman of each of SASR GWB and AUBFIBK) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank GWB Directors who will join the Board of Directors of the Surviving Corporation and Surviving BankEntity, respectivelytheir 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 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 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. (b) The Surviving Entity, the Board of Directors of the Surviving Entity and the Governance and Nominating Committee of the Board of Directors of the Surviving Entity shall take all actions necessary to nominate the GWB Directors for reelection to the Board of Directors of the Surviving Entity at the first annual meeting of shareholders of the Surviving Entity following the Effective Time, and thereafter (provided such directors continue to meet the director qualification and eligibility criteria of the Governance and Nominating Committee of the Board of Directors of the Surviving Entity) any GWB Director whose class term expires in fewer than three years from the Closing Date shall be nominated for reelection to the Board of Directors of the Surviving Entity upon the expiration of his or her term, it being the intent of the parties that each GWB Director shall serve as a member of the Board of Directors of the Surviving Entity for a minimum of three full years from the Closing Date. (c) Following the date hereof and in preparation for the Conversion, FIBK and GWB shall cooperate in good faith to develop, and make recommendations for approval by the Board of Directors of the Surviving Entity with respect to, any advisable changes to the corporate governance guidelines and Board committee charters of the Surviving Entity to comply with applicable law and the listing requirements and corporate governance rules of NASDAQ in anticipation of the Surviving Entity no longer qualifying as a Controlled Company (as such term is used and defined under the NASDAQ corporate governance rules).

Corporate Governance. (a) Prior to the Effective Time, the Board of Directors of Provident shall take all actions necessary to adopt the Provident Bylaw Amendment and to effect the requirements referenced therein that are to be effective as of the Effective Time. Effective as of the Effective Time, and in accordance with the AUB BylawsProvident Bylaw Amendment, the number of directors that will comprise the full Board of Directors of Provident (and, as of the Holdco Merger Effective Time, the Surviving Corporation shall be seventeen (17). Of Corporation) and the members of the initial full Board of Directors of the Surviving Corporation Provident Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall each be sixteen (a16), of which (i) fourteen nine (149) shall be the members directors of the Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of Provident immediately prior to the Effective Time (the “SASR Provident Designated Directors”), one of whom which shall include Xxxxxxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxxxxx and such other directors as determined by Provident and (ii) seven (7) shall be Dxxxxx directors of Lakeland immediately prior to the Effective Time, which shall include Xxxxxx X. Xxxxxxxx; provided that any SASR Director must meet Xxxxx and such other directors as determined by Lakeland. (b) Effective as of the Effective Time, (i) Xxxxxxxxxxx Xxxxxx shall serve as the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee Executive Chairman of the Board of Directors of AUBProvident (and, a trueas of the Holdco Merger Effective Time, complete, the Surviving Corporation) and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB Provident Bank (collectivelyand, as of the Bank Merger Effective Time, the “Eligibility Criteria”). In additionSurviving Bank) for a term of two (2) years, (ii) Xxxxxx X. Xxxxx shall serve as the SASR Directors shall be appointed to Executive Vice Chairman of the Board of Directors of Provident (and, as of the Holdco Merger Effective Time, the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on Corporation) and of the Board of Directors of Provident Bank (and, as of the Surviving Bank. Prior to the Bank Merger Effective Time, the parties Surviving Bank) for a term of two (coordinating through 2) years, (iii) Xxxxxxx X. Xxxxxxxxxx shall serve as the respective Chairman President and Chief Executive Officer of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection Provident (and, as of the SASR Directors Holdco Merger Effective Time, the Surviving Corporation) and SASR of Provident Bank Directors who will join (and, as of the Bank Merger Effective Time, the Surviving Bank) and as a member of the Board of Directors of Provident (and, as of the Holdco Merger Effective Time, the Surviving Corporation Corporation) and of the Board of Directors of Provident Bank (as, as of the Bank Merger Effective Time, the Surviving Bank) for a term no shorter than two (2) years and (iv) a Provident Designated Director that is independent of Provident in accordance with applicable stock exchange standards shall serve as the Lead Independent Director of the Board of Directors of Provident (and, respectivelyas of the Holdco Merger Effective Time, the Surviving Corporation) and their respective committee appointmentsof the Board of Directors of Provident Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) for a term of two (2) years. (c) Effective as of the Effective Time, (i) the headquarters and main office of Provident (and, as of the Holdco Merger Effective Time, the Surviving Corporation) and Provident Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall remain located in Iselin, New Jersey, (ii) the name of Provident (and, as of the Holdco Merger Effective Time, the Surviving Corporation) shall remain “Provident Financial Services, Inc.” and (iii) the name of Provident Bank (and, as of the Bank Merger Effective Time, the Surviving Bank) shall remain “Provident Bank”. (d) The bylaws of the Surviving Bank in effect as of the Bank Merger Effective Time will be consistent in all respects with the foregoing provisions of this Section 6.13 and the corresponding provisions of the Provident Bylaw Amendment.

Corporate Governance. Effective (a) Acquirer shall take all appropriate action so that the individuals listed on Exhibit 2.5 hereto shall be appointed to the positions with Acquirer set forth thereon, in each case, effective as of the Effective Time. Except as provided in the first sentence of this Section 2.5, Officer and other key management positions with Acquirer and its Subsidiaries, shall be filled effective as of the Effective Time at the discretion of the Chief Executive Officer of Acquirer, subject to approval, to the extent required by Applicable Laws or Acquirer's by-laws, by Acquirer's board of directors after the Effective Time. After the Effective Time, changes in Officer and other key management positions at Acquirer and its Subsidiaries shall be made in accordance with Applicable Laws and Acquirer's by-laws as in effect from time to time. (b) As of the AUB BylawsEffective Time, the board of directors of Acquirer shall cause the number of directors that will comprise shall constitute the full Board board of Directors directors of Acquirer to be eight (8) and the number of directors that shall constitute each committee of the Surviving Corporation shall board of directors of Acquirer in full to be seventeen at least three (173). Of the The members of the initial Board board of Directors directors of Acquirer, the class of the Surviving Corporation as board of the Effective Time, (a) fourteen (14) directors of Acquirer to which each such member shall be the members of the Board of Directors of AUB as of immediately prior to the Effective Timeappointed or elected, and (b) an additional three (3) the party by whom each such member shall be members of the Board of Directors of SASR as of immediately prior deemed to have been designated, at the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; as provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving Bankin Exhibit 2.5 attached hereto. Prior to the Effective Time, the parties (coordinating through director designees identified on Exhibit 2.5 shall, by majority vote, designate the respective Chairman of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection eighth member of the SASR Directors and SASR Bank Directors who will join the Board board of Directors directors of Acquirer to be appointed or elected as of the Surviving Corporation Effective Time pursuant to this Section 2.5(b) and, upon delivery of such designation to the board of directors of Acquirer and Surviving BankHOVRS, respectivelyExhibit 2.5 shall be deemed amended to include the name of such designee. Such eighth member of the board of directors of Acquirer to be so designated shall qualify as an "independent director" with respect to Acquirer within the meaning of Rule 4200(a)(15) of the Marketplace Rules of The NASDAQ Stock Market LLC. (c) Subject to the approval of its stockholders at the Acquirer Stockholders Meeting, Acquirer shall undertake commercially reasonable efforts to eliminate its classified board structure. If such stockholder approval is obtained, the director designees identified on Exhibit 2.5 shall all be of the same class and their respective committee appointmentsshall all serve one-year terms. If such stockholder approval is not obtained, the director designees shall serve in the classes noted on Exhibit 2.5 for terms expiring at such time as the terms of directors of the relevant class expire in the normal course consistent with Acquirer's past practices.

Corporate Governance. (a) Prior to the Closing Date, the Board of Directors of PFIS shall take all actions necessary to adopt the PFIS Bylaws Amendment, attached hereto as Exhibit D-1, and the resolutions referenced therein and to affect the requirements referenced therein that are to be effected as of the Effective Time. Effective as of the Effective Time, in accordance with the AUB BylawsPFIS Bylaws Amendment, the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall be seventeen sixteen (1716). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, eight (a) fourteen (14) 8) shall be the members of the Board of Directors of AUB PFIS (the “Continuing PFIS Directors”) as of immediately prior to the Effective Time, designated by PFIS, and eight (b) an additional three (3) 8) shall be members of the Board of Directors of SASR FNCB as of immediately prior to the Effective Time Time, designated by FNCB (the “SASR Continuing FNCB Directors”). (b) Prior to the Closing Date, one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUBPeoples Bank shall take all actions necessary to adopt the Peoples Bank Bylaws Amendment, a true, completeattached hereto as Exhibit D-2, and current copy of which has been provided by AUB the resolutions referenced therein and to SASR and (ii) any applicable affect the requirements or standards referenced therein that may are to be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee effected as of the Board Effective Time. Effective as of Directors the effective time of AUB (collectivelythe Bank Merger, in accordance with the Peoples Bank Bylaws Amendment, the “Eligibility Criteria”). In addition, number of directors that will comprise the SASR Directors shall be appointed to the full Board of Directors of the Surviving Bank shall be eighteen (18). Of the “SASR Bank Directors”); provided that any such director must meet members of the Eligibility Criteria with respect to services on the initial Board of Directors of the Surviving Bank as of the effective time of the Bank Merger, eight (8) shall be the Continuing PFIS Directors, eight (8) shall be the Continuing FNCB Directors, and the remain two (2) directors shall be Xxxxxx X. Xxxxxxx, the current President of Peoples Bank. Prior , and Xxxxxx X. Xxxxxx, the current President and Chief Executive Officer of FNCB Bank. (c) In accordance with, and to the extent provided in, the PFIS Bylaws Amendment and the Peoples Bank Bylaws Amendment, attached as Exhibits D-1 and D-2 hereto, respectively: (i) effective as of the Effective Time, the parties (coordinating through the respective Xx. Xxxxxxx X. Aubrey, II shall continue to serve as Chairman of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and Surviving Bank; and (ii) effective as of the Effective Time, Xx. Xxxxx X. DeNaples, Sr., shall become the Vice Chairman of the Board of Directors of the Surviving Corporation and Surviving Bank. (d) The bylaws of PFIS and Peoples Bank in effect as of the Effective Time and the effective time of the Bank Merger, respectively, will be consistent in all respects with the foregoing provisions of this Section 6.13 and their respective committee appointmentsExhibits D-1 and D-2. (e) Effective as of the Effective Time, the persons appointed to serve as officers of the Surviving Corporation will be consistent in all respects with the corporate governance provisions set forth on Exhibit E. (f) Effective as of the effective time of the Bank Merger, the persons appointed to serve as officers of the Surviving Bank will be consistent in all respects with the corporate governance provisions set forth on Exhibit E. (g) Consistent in all respects with the corporate governance provisions set forth on Exhibit E: (i) at the Effective Time, the headquarters of the Surviving Corporation shall be located in Scranton, Pennsylvania; and (ii) at the effective time of the Bank Merger, the headquarters of the Surviving Bank shall be located in Dunmore, Pennsylvania. (h) Each of PFIS and Peoples Bank shall take all actions necessary to cause the matters set forth in Section 6.13 and on Exhibit E hereto to occur on the Closing Date

Corporate Governance. Effective as of the Effective Time, in accordance with the AUB Bylaws, the number of directors that will comprise the full (a) The Company shall cause one vacancy to be created on its Board of Directors and cause to be elected to the Board of Directors, either at a meeting of the Surviving Corporation shall be seventeen (17). Of the members of the initial Board of Directors or by written resolution in lieu of a meeting of the Surviving Corporation as Board of Directors, within 10 Business Days of the Effective TimeClosing Date, one person designated by GAP LP, who shall initially be Florixx X. Xxxxxxxxxxx (a) fourteen xxx "GA DESIGNEE"). In the event that the GA Designee shall cease to serve as director for any reason, the Company shall cause the vacancy resulting thereby to be filled by another designee of GAP LP (14) who shall be deemed the GA Designee). The Company shall also permit one non-voting observer designated by GAP LP (the "OBSERVER") to participate in all meetings of the Board of Directors and committees thereof. (b) At each annual or special meeting of the stockholders of the Company after the IPO at which directors are elected, GAP LP shall be entitled to designate to the Board of Directors the GA Designee as a nominee to serve as one of the directors of the Company. The Company shall cause the GA Designee to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of the GA Designee, including, without limitation, recommending to the stockholders of the Company that the stockholders vote in favor of the election of the GA Designee and voting any proxies the Company holds, and using its reasonable best efforts to cause any officers of the Company who hold proxies to vote such proxies in favor of the election of the GA Designee, except, in either case, as otherwise directed by the stockholder who submitted such proxy. (c) The Company shall reimburse the GA Designee and, if the Observer attends with the Company's prior consent, the Observer for their reasonable travel and accommodation expenses incurred in connection with attending meetings of the Board of Directors and committees thereof, and provide such other expense reimbursement as is consistent with the reimbursement provided to other members of the Board of Directors in their capacities as directors of AUB as the Company, upon presentation of immediately prior receipts or other similar documentation. (d) Subject to applicable Requirements of Law (including, without limitation, any stock market rules and regulations), the Effective Time, and (b) an additional three (3) GA Designee shall be members have the right to serve on each committee of the Board of Directors Directors. (e) This Section 8.4 shall terminate and be of SASR no further force and effect at such time as the Purchasers, together with their Affiliates, own, in the aggregate, a number of immediately prior shares of Common Stock that is less than fifty percent (50%) of the total number of Purchased Shares that the Purchasers purchase from the Sellers at the Closing (as adjusted to reflect any stock dividends, splits, combinations or similar changes to the Effective Time (the “SASR Directors”total number of outstanding shares of Common Stock), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving Bank. Prior to the Effective Time, the parties (coordinating through the respective Chairman of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and Surviving Bank, respectively, and their respective committee appointments.

Corporate Governance. (a) Effective as of the Effective Time, in accordance with Chemical shall take all actions necessary to cause the AUB Bylaws, size of the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall to be seventeen twelve (17)12) directors. Of the The then-current seven (7) members of the initial Chemical Board (the “Chemical Continuing Directors”) shall continue in office and shall serve on the Board of Directors of the Surviving Corporation until such time as their successors are duly elected and qualified. As of the Effective Time, the Chemical Continuing Directors shall immediately appoint five (a5) fourteen (14) shall be of the then-current members of the Talmer Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one two of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet Gxxx Xxxxxx and Dxxxx Xxxxxxx) (ithe “Talmer Continuing Directors”) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service serve on the Board of Directors of AUB, the Surviving Corporation until such time as their successors are duly elected and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the qualified. The Board of Directors of AUB the Surviving Corporation (collectivelyor the appropriate committee thereof) shall cause the Talmer Continuing Directors to be nominated for election at the 2017 annual meeting of shareholders of the Surviving Corporation. The Parties shall confer with regard to the individuals constituting the Talmer Continuing Directors. (b) Effective as of the effective time of the Bank Merger, Chemical Bank shall take all actions necessary to cause the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to size of the Board of Directors of the Surviving Bank to be fourteen (14) directors. The then-current twelve (12) members of the Chemical Bank Board of Directors (the “SASR Chemical Bank Continuing Directors”); provided that any such director must meet the Eligibility Criteria with respect to services ) shall continue in office and shall serve on the Board of Directors of the Surviving BankBank until such time as their successors are duly elected and qualified. Prior to As of the Effective Timeeffective time of the Bank Merger, the parties (coordinating through Chemical Bank Continuing Directors shall immediately appoint two individuals mutually agreed upon by the respective Chairman of each of SASR and AUB) shall cooperate in good faith Parties to mutually agree serve on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation Bank until such time as their successors are duly elected and qualified. The Board of Directors of the Surviving Bank (or the appropriate committee thereof) shall cause those two individuals to be nominated for election at the 2017 annual meeting of the shareholder of the Surviving Bank, respectively, and their respective committee appointments.

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, in accordance with the AUB 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 number CVLY directors shall be appointed to fill the class of directors that will comprise of the full Board of Directors resigning ORRF directors, as applicable, and the directors of the Surviving Corporation shall be seventeen re-classified so that (17i) there will be an equal split of the 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). Of Upon the members expiration of the initial Board term to which he or she is initially appointed, the board of Directors directors of the Surviving Corporation shall nominate and recommend such director for election by the shareholders of the Surviving Corporation to a successive three-year term on the board of directors of the Surviving Corporation, provided, however, that, in each case he or she continues to meet the eligibility requirements for a director under the Articles of Incorporation and Bylaws of the Surviving Corporation. (b) Effective as of the Effective Time, (ai) fourteen (14) Xxxx Xxxxxxxxx shall be serve as the members Chairman of the Board board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving Bank. Prior to the Effective Time, the parties (coordinating through the respective Chairman directors of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and the Surviving Bank, respectively(ii) Xxxxxx Xxxxxxx shall serve as the Vice Chairman of the board of directors of each of the Surviving Corporation and the Surviving Bank, (iii) Xxxxxx Xxxxx shall serve as the Chief Executive Officer of each of the Surviving Corporation and the Surviving Bank, and their respective committee appointments(iv) Xxxxx Xxxxxxxx shall serve as the Chief Operating Officer of each of the Surviving Corporation and the Surviving Bank. The composition of the committees of the board of directors of the Surviving Corporation shall be as further set forth in the Bylaws of the Surviving Corporation, as amended by the Bylaws Amendment. (c) Effective as of the Effective Time, (i) the headquarters and main office of the Surviving Corporation and the Surviving Bank will be located in Harrisburg, Pennsylvania, (ii) the operations location of the Surviving Corporation and the Surviving Bank shall be in York, Pennsylvania and (iii) the name of the Surviving Corporation shall be “Orrstown Financial Services, Inc.” and the name of the Surviving Bank shall be “Orrstown Bank”. (d) The corporate governance provisions of the bylaws of the Surviving Bank in effect as of the Bank Merger Effective Time will be consistent with the corporate governance provisions of the Bylaws of the Surviving Corporation, as amended by the Bylaws Amendment.

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. SWM shall take all actions necessary to cause the SWM Board, as of the Effective Time and in accordance with the SWM Bylaw Amendment, to consist, as of the Effective Time, of nine (9) directors (i) five (5) of 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) Neenah Director will serve in the class of directors standing for election at the next annual meeting of SWM stockholders following the Effective Time, two (2) Neenah Directors will serve in the class of directors standing for election at the second annual meeting of SWM stockholders following the Effective Time, and Mx. Xxxxxxxxx will serve in the class of directors standing for election at the third annual meeting of SWM stockholders following the Effective Time. (b) In accordance with the SWM Bylaw Amendment, effective as of the Effective Time, Mr. Jxxx Xxxxxx will serve as Non-Executive Chairman of the SWM Board and Mx. Xxxxx Xxxxxxxxx will serve as the Chief Executive Officer of SWM. SWM and Neenah will consult with each other after the date hereof regarding the selection of other individuals to serve as executive officers of SWM as of the Effective Time. Prior to the Effective Time, SWM shall take all actions necessary or appropriate to cause the resignation of the directors serving on the SWM Board who are not SWM Directors (it being understood that such resignation shall not constitute a voluntary termination with respect to any director of SWM or its Subsidiaries) to become effective immediately prior to, but conditioned on, the Effective Time (pursuant to written resignation letters, copies of which will be provided to Neenah) such that, after giving effect to such resignations, the SWM Board shall consist of the SWM Directors and the Neenah Directors. (c) In accordance with the SWM Bylaw Amendment, effective as of the Effective Time, SWM shall take all actions necessary to cause the SWM Board to have the following three (3) standing committees: (i) Audit Committee, (ii) Compensation Committee, and (iii) the Nominating and Governance Committee (collectively, the “Committees”). The Chairperson of the Audit Committee and the Compensation Committee shall each be a SWM Director, and the Chairperson of the Nominating and Governance Committee shall be a Neenah Director. The composition and size of each such Committee shall be determined by the SWM Directors and the Neenah Directors prior to or promptly following the Effective Time; provided, that each Committee shall have at least one (1) Neenah Director. (d) Effective as of the Effective Time, SWM’s headquarters will be in accordance with Alpharetta, Georgia. (e) SWM shall change the AUB Bylawsname and the NYSE ticker symbol of SWM to such new name and ticker symbol as mutually agreed upon by the Parties, the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall be seventeen (17). Of the members of the initial Board of Directors of the Surviving Corporation which change may occur as of or after the Effective Time, (a) fourteen (14) shall be the members of the Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank (the “SASR Bank Directors”); provided that any such director must meet the Eligibility Criteria with respect to services on the Board of Directors of the Surviving Bank. Prior to the Effective Time, the parties (coordinating through the respective Chairman of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and Surviving Bank, respectively, and their respective committee appointments.

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, in accordance with the AUB Bylaws, Surviving Entity shall cause the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall Entity to be seventeen (17)nine. Of the members of the initial Board of Directors of the Surviving Corporation Entity as of the Effective Time, (ai) fourteen (14) one shall be the members Chief Executive Officer of the Board of Directors of AUB BYFC as of immediately prior to the Effective Time, and (bii) one shall be the Chief Executive Officer of CFB as of immediately prior to the Effective Time, (iii) an additional three (3) shall be members of the Board of Directors of SASR BYFC as of immediately prior to the Effective Time Time, designated by BYFC (the directors referred to in clauses (i) and (iii), the “SASR BYFC Directors”), one of whom and (iv) an additional four shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee members of the Board of Directors of AUBCFB as of immediately prior to the Effective Time, a true, complete, and current copy of which has been provided designated by AUB CFB (the directors referred to SASR and in clauses (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectivelyiv), the “Eligibility CriteriaCFB Directors”). In addition, An initial lead independent director of the SASR Directors Surviving Entity shall be appointed to designated by CFB and the standing committees of the Board of Directors of the Surviving Bank (the “SASR Bank Entity shall be comprised of BYFC Directors and CFB Directors”); provided that any such . The CFB Directors shall be appointed to director must meet the Eligibility Criteria with respect to services on classes of the Board of Directors of the Surviving Bank. Prior to Entity as determined by the Effective Time, the parties (coordinating through the respective Chairman nominating committee of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation 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 continue in the director class to which such director is assigned. (b) In accordance with, and to the extent provided in, the BYFC Amended Bylaws, effective as of the Effective Time, Xx. Xxxxx Xxxxxxxx shall serve as the Chairman of the Board of Directors of the Surviving Entity and Xx. Xxxxx Xxxxxxx shall serve as the Vice Chairman of the Board of Directors and Chief Executive Officer of the Surviving Entity and the Surviving Bank. Effective as of the second anniversary of the Closing Date, respectivelyXx. Xxxxx Xxxxxxx shall replace Xx. Xxxxx Xxxxxxxx as the Chairman of the Board of Directors (subject to the then-current Board of Directors of the Surviving Entity’s exercise of its fiduciary obligations and vote). (c) As of the Effective Time, (i) the principal corporate office of the Surviving Entity shall be located in Los Angeles, California, (ii) the principal corporate office of the Surviving Bank shall be located in Washington, DC, (iii) the name of the Surviving Entity and the name of the Surviving Bank shall be as mutually agreed to by the parties and (iv) the ticker symbol of the Surviving Entity shall be changed to be consistent with the name of the Surviving Entity. (d) The Surviving Entity shall establish regional advisory boards, populated by individuals selected by Xx. Xxxxx Xxxxxxx and Xx. Xxxxx Xxxxxxxx, in each of Los Angeles, California and Washington, D.C. (e) Each of BYFC and CFB shall, and shall cause its Subsidiaries to, use their respective committee appointmentsreasonable best efforts to carry out the provisions of this Section 6.11.

Corporate Governance. Effective A. Magellan shall take such action as of shall be necessary so that, on the Effective Time, in accordance with the AUB Bylawsdate hereof or such later date as Aetna USHC shall designate, the number of directors that will comprise the full Board of Directors of the Surviving Corporation shall be seventeen Aetna USHC Representative(s) (17). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, (adefined below) fourteen (14) shall be the members of the Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank Magellan (the “SASR Bank Directors”"Magellan Board") at the next annual meeting of Magellan's stockholders for a term in office expiring three years thereafter. If no vacancy exists at the Magellan Board at the time of such appointment, the Aetna USHC Representative(s) shall have a right to participate (with no voting power) at the Magellan Board meetings following the Effective Date until the Aetna USHC Representative(s) is duly elected by the stockholders. During the term of this Agreement (including any extensions or renewals thereof); provided that any , Magellan shall (i) include the Aetna USHC Representative(s) in the slate of nominees recommended by the Magellan Board for election as directors at each applicable meeting of stockholders of Magellan, commencing with the next meeting of stockholders, to the Magellan Board (unless Aetna USHC no longer wishes to have the Aetna USHC Representative(s) serve on such director must meet board), and (ii) unless otherwise instructed by the Eligibility Criteria with respect to services on shareholder in the proxy card, cause the shares for which Magellan's management or Board of Directors holds proxies or is otherwise entitled to vote (other than shares individually owned by Magellan's management or members of the Surviving BankMagellan Board in their individual capacity) to be voted in favor of the election of the Aetna USHC Representative(s). Prior For purposes of this Agreement, the "Aetna USHC Representative(s)" means such person(s) as may from time to time be specified by Aetna USHC, and reasonably acceptable to Magellan (who will initially be Xxxxxx X. Xxxxxxx) to serve as Aetna USHC's representative(s) on the Magellan Board, the number of such person(s) to be equal to the Effective Time, the parties (coordinating through the respective Chairman aggregate number of each of SASR and AUBperson(s) shall cooperate in good faith to mutually agree that are appointed by or represent any Blue Cross or Blue Shield plan or its affiliates on the selection Magellan Board. If, at any time, an Aetna USHC Representative no longer continues to serve as a director on the Magellan Board for any reason (including, without limitation, resignation, death or disability), at the request of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and Surviving BankAetna USHC, respectively, and their respective committee appointmentsMagellan shall use its best efforts to ensure that such vacancy shall be filled by another Aetna USHC Representative.

Corporate Governance. Effective as of (a) At the Effective Time, in accordance with the AUB Bylaws, the number of directors that five (5) persons will comprise the full Board of Directors of the Surviving Corporation shall be seventeen (17). Of the members of the initial Board of Directors of the Surviving Corporation as of the Effective Time, (a) fourteen (14) shall be the members of the Board of Directors of AUB as of immediately prior to the Effective Time, and (b) an additional three (3) shall be members of the Board of Directors of SASR as of immediately prior to the Effective Time (the “SASR Directors”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet (i) the written director qualification and eligibility criteria of the Corporate Governance and Nominating Committee of the Board of Directors of AUB, a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements or standards that may be imposed by a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board of Directors of AUB (collectively, the “Eligibility Criteria”). In addition, the SASR Directors shall be appointed to the Board of Directors of the Surviving Bank Corporation, such members to be selected by the current members of the FSGI Board, with the consent of the current members of the Atlantic Capital Board, which consent shall not be unreasonably withheld, to serve along with eight (8) persons designated by the “SASR Bank Directors”); provided Atlantic Capital Board, with such designations to be made with the consent of the current members of the FSGI Board, which consent shall not be unreasonably withheld, for a period of twelve (12) months following the Effective Time in accordance with the bylaws of the Surviving Corporation. Atlantic Capital shall ensure that all members of the Atlantic Capital Board immediately prior to the Effective Time other than any such director must meet the Eligibility Criteria with respect members selected to services serve on the Board of Directors of the Surviving Corporation pursuant to this Section 6.10(a) shall resign from the Atlantic Capital Board effective as of the Effective Time. (b) At the time of the Bank Merger, five (5) persons will be appointed to the Board of Directors of the Surviving Bank, such members to be selected by the current members of the FSGI Board, with the consent of the current members of the Atlantic Capital Board, which consent shall not be unreasonably withheld, to serve along with eight (8) persons designated by the Atlantic Capital Board, with such designations to be made with the consent of the current members of the FSGI Board, which consent shall not be unreasonably withheld, for a period of twelve (12) months following the Effective Time in accordance with the Bylaws of the Surviving Bank. Prior FSGI shall ensure that all members of the Board of Directors of FSGBank immediately prior to the Effective Time other than any members selected to serve on the Board of Directors of the Surviving Bank pursuant to this Section 6.10(b) shall resign from the Board of Directors of FSGBank effective as of the Effective Time. (c) Subject to and in accordance with the Bylaws of the Surviving Corporation, (i) Xx. Xxxxx Xxxxxx, the parties (coordinating through the respective current Chairman of each the Atlantic Capital Board, will serve as Chairman of SASR and AUB) shall cooperate in good faith to mutually agree on the selection of the SASR Directors and SASR Bank Directors who will join the Board of Directors of the Surviving Corporation and the Surviving BankBank immediately after the Effective Time, respectively(ii) Mr. Xxxxxxx Xxxxxxxx, the current Chief Executive Officer of Atlantic Capital, will serve as the Chief Executive Officer of the Surviving Corporation and the Surviving Bank immediately after the Effective Time, and their respective committee appointments(iii) Mr. Xxxxxxx Xxxxxx, the current President and Chief Executive Officer of FSGI, will serve as President of the Surviving Corporation and the Surviving Bank immediately after the Effective Time. (d) Each of Atlantic Capital and FSGI agrees to exercise good faith and use its commercially reasonable efforts to satisfy the various covenants and conditions to Closing in this Agreement, and to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement and applicable law to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. (e) Prior to the Effective Time, Atlantic Capital shall take all commercially reasonable steps as may be required to cause any acquisitions of Atlantic Capital Common Stock resulting from the transactions contemplated by this Agreement by each director or officer of Atlantic Capital who becomes subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Atlantic Capital to be exempt under Rule 16b-3 promulgated under the Exchange Act. (f) Simultaneous with the Closing, the Surviving Corporation shall file with the SEC a registration statement on Form S-8 (or any successor form) to register under the Securities Act any FSGI Stock Awards assumed pursuant to Section 1.5(b)(i) hereof or substitute securities issued in respect of the FSGI Stock Awards pursuant to Section 1.5(b)(ii) hereof.

Corporate Governance. Effective as of The Parties shall agree that during the Effective Time, Investment Period the Company shall operate in accordance with the AUB Bylawsfollowing rules, which shall be respectively regulated in the New Articles of Association. The Company and the Founders shall procure that from the Closing until the registration of the New Articles of Association with the registry court, the number Company will conduct the Business and the Founders will exercise corporate rights in the Company as set out in the New Articles of directors that will comprise Association, as if the full New Articles of Association were applicable. Management Board: the Management Board shall be composed of Directors from [1 (one) to 3 (three) members]; members of the Surviving Corporation Management Board shall be seventeen (17). Of appointed for an indefinite period; the term in office of the members of the initial Management Board of Directors is not a joint term in office (Polish: wspólna kadencja); members of the Surviving Corporation as Management Board shall be appointed, suspended and dismissed by the Shareholders’ Meeting in accordance with section 4.5; the Company’s representation in the event of a multi-member management board shall be the following – [2 (two)] members of the Effective Time, (a) fourteen (14) Management Board acting jointly or a member of the Management Board acting together with a commercial proxy; the Founders as members of the Management Board shall be entitled to remuneration of PLN [●] net per month each; the Company shall reimburse the member of the Management Board with the reasonable costs and out of pocket expenses incurred by them in respect of carrying out authorised business on behalf of the Company. Supervisory Board (if appointed): the Supervisory Board shall be composed of at least [3 (three) members]; members of the Supervisory Board shall be appointed for an indefinite period; the term in office of the members of the Supervisory Board is not a joint term in office (Polish: wspólna kadencja); as long as the Investor holds at least 1 (one) Share, it shall be entitled to appoint, suspend or dismiss 2 (two) members of Directors the Supervisory Board being a chairman; the remaining members shall be appointed, suspended or dismissed by the Shareholders’ Meeting; if the right to appoint members of AUB as the Supervisory Board by the Investor expires, it shall be exercised by the Shareholders’ Meeting; if the Investor does not exercise its right to appoint a member of immediately the Supervisory Board within [10 (ten) Business Days] following the expiration of mandate of the Supervisory Board’s member appointed by the Investor, such member shall be appointed by the Shareholders’ Meeting until the Investor exercises its right in accordance with this section 4.4.6; if the Investor exercises its right, the mandate of the member of the Supervisory Board appointed by the Shareholders’ Meeting automatically expires; subject to the applicable laws, a member of the Supervisory Board appointed by the Investor may be dismissed or suspended only by this Investor; appointment, suspension and dismissal of such member shall be by written notice from the appointing Investor to the Company with a copy to this member; members of the Supervisory Board shall be entitled to receive from the Company reimbursement of justified and documented costs related to the performed function; meetings of the Supervisory Board are convened by the chairman of the Supervisory Board or the vice-chairman of the Supervisory Board; in addition to the matters laid down in the mandatory rules of law, the competences of the Supervisory Board include adopting resolutions on (with a vote in favour by all members appointed by the Investor): disposal or Encumbrance of a real estate, IP Rights, material technology, other than non-exclusive licenses granted in the ordinary course of business of the Company; granting a license material to the Company’s business activity on an exclusive basis; acquiring rights or incurring obligations or making payments by the Company, amount of which exceeds PLN [●] ([●]); allotment of the Shares (including number thereof) to the Key Employees under the Share Option Plan; acquiring rights or incurring obligations by the Company towards the Founder, [●] or any entity controlled by them jointly or individually, directly or indirectly. Shareholders’ Meeting: the Shareholders’ Meeting shall be entitled to debate and adopt resolutions, provided that Shareholders holding shares representing [●]% ([●]) of the share capital and voting rights in the Company are present, subject to the section 4.5.2 below; if Shareholders representing [●]% ([●]) of the share capital and voting rights in the Company are not present at a properly convened Shareholders’ Meeting, the remaining Shareholders shall be obligated to close the Shareholders’ Meeting without adopting any resolutions and convene another Shareholders’ Meeting with the same agenda for a date not earlier than [10 (ten) Business Days] and not later than [20 (twenty) Business Days] from the date of the initial Shareholders’ Meeting; if during that subsequent Shareholders’ Meeting Shareholders representing [●]% ([●]) of the share capital and voting rights in the Company are not present again, the Shareholders’ Meeting shall be able to debate and adopt resolutions despite their absence; the Shareholders’ Meeting is convened pursuant to rules specified in the Commercial Companies Code; the Shareholders’ Meeting shall adopt resolutions by an absolute majority of votes, subject to the applicable laws, except for the following matters, which for their validity should be adopted by a majority of [[●]%] of the total number of votes present at a given Shareholders’ Meeting: change of the articles of association of the Company; increase or decrease of the share capital of the Company; change of the legal form of the Company; merger, demerger, transformation or liquidation of the Company; change of the principal business of the Company; disposal or Encumbrance of an enterprise or an organized part of the enterprise of the Company; payment of the dividend to the Shareholders; appointment, dismissal and suspension of members of the Management Board; change of the remuneration of the Management Board; matters referred to in art. 4.4.10, if the Supervisory Board is not appointed; Without the prior written consent of the Investor, within period of [●] years from a date of the Closing, each Founder agrees to refrain from disposing of or encumbering any of the Shares held, or assuming any obligation to dispose of or encumber any of the Shares in the Company, or entering into agreements regarding disposal of or encumbrance on any of the Shares, except for under the Permitted Disposal (Founder’s Lock-up). Limitations on disposal of and encumbering the Shares defined in section 5.1 shall not apply in the following cases (the “Permitted Disposal”): disposal of the Shares between the Founder and any Investor; acquisition of own Shares by the Company for the purposes of redemption, pursuant to prior resolution of the Shareholders’ Meeting; disposal of the Shares on the terms specified in this Agreement under Tag-Along Right, Drag-Along Right and the Share Option Plan; when all Shareholders of the Company agree in writing, under the pain of nullity, that relevant transactions will be excluded from the limitations specified in this Agreement. Notwithstanding any other provisions of this Agreement, any disposal that requires any Regulatory Permit will be made upon obtaining or subject to obtaining such Regulatory Permit. The Company shall not issue any Shares or other equity securities and the Shareholders shall not transfer any Shares to any third party, unless that third party has executed and delivered to the remaining Parties the Deed of Adherence. Any disposal of the Shares in breach of the provisions of this Agreement shall be ineffective with respect to the Company and the Shareholders, respectively, which shall not exclude the liability of the Party in breach. Without prejudice to section 6 (Anti-Dilution), the Parties agree that the Shareholders shall have the right of priority to subscribe for new Shares of the increased share capital of the Company, in proportion to the Shares held (pre-emption right). This pre-emption right shall be exercised in accordance with applicable provisions of law. The number of the New Shares subscribed for by the Investor under the Investment shall be subject to the adjustment at any event when the Company intends to issue and allot new shares in the Company, in a transaction different from the Permitted Disposal, at a price per share, which is less than the price per the New Share (the “Discounted Price Transaction”) (Anti-dilution clause). Then: the Investment Amount shall be adjusted so that each equals the amount calculated with the following formula (the “Adjusted Investment Amount”): AIA – Adjusted Investment Amount; IA –the Investment Amount; SPDPT – number of the Shares in the Company prior to the Effective Time, and (b) an additional three (3) Discounted Price Transaction; SADPT – number of the Shares in the Company after proposed Discounted Price Transaction is executed; PDPT – price for all the Shares offered to the third party under the Discounted Price Transaction; the number of shares in the Company for which the right afforded to the Investor under this section 6.1 is exercisable shall be members adjusted to equal the product obtained by multiplying the Investment Amount by the number of the Board of Directors of SASR as of immediately New Shares and dividing the product thereof by the Adjusted Investment Amount: IS – shares in the Company awarded to the Investor under the Discounted Price Transaction; AIA – Adjusted Investment Amount; IA – the Investment Amount 1; NS – the New Shares; in such a case the Investor shall be entitled to acquire additional shares in the Company calculated in accordance with points (i) - (ii) above at a price equal to the nominal value thereof. The Company shall notify the Investor in writing, prior to the Effective Time issuance of shares in the Company for the purpose of the Discounted Price Transaction, indicating therein the intention to perform the Discounted Price Transaction, potential purchaser, number of shares in the Company to be offered to this potential purchaser and the applicable information required by the formula above. The Company and the Founders undertake that they will execute any and all corporate and legal actions in order to issue and allot shares in the Company awarded to the Investor under the Discounted Price Transaction to a request made by such Investor within [10 (ten) Business Days] since the delivery of the notification referred to in the preceding sentence. The Shares of the Founders shall be subject to reverse vesting and shall vest on a quarterly basis (with an effect as at the last day of the quarter) over [4 (four)] period following a date of the Closing (the “SASR DirectorsVesting Period”) with a cliff period of [12 (twelve) months] from a date of the Closing (the “Vested Shares”), one of whom shall be Dxxxxx X. Xxxxxxxx; provided that any SASR Director must meet . Schedule 7.1 outlines the vesting timeline in relation to the Founder’s Shares. If (i) the written director qualification and eligibility criteria of Founder’s Commitment is permanently terminated (the Corporate Governance and Nominating Committee of the Board of Directors of AUB“Leaving Founder”), a true, complete, and current copy of which has been provided by AUB to SASR and (ii) any applicable requirements the Leaving Founder is: a Good Leaver – then all of the Leaving Founder’s shares, which have not been vested, or standards that may a Bad Leaver – then all of the Leaving Founder’s shares, (the “Repurchased Shares”) shall be imposed by subject to a AUB Regulatory Agency for service on the Board of Directors of AUB, and shall otherwise be reasonably acceptable repurchase option granted to the Corporate Governance and Nominating Committee remaining Shareholders on a pro rata basis (under the assumption, adopted for the purpose of the Board calculation, that the total stake in the Company’s share capital of Directors of AUB this remaining Shareholders equals 100%) (collectively, the “Eligibility CriteriaCalling Shareholders”). In additionThe Calling Shareholders may decide (acting jointly) that the Repurchased Shares shall be fully or partly purchased by the Company solely for the purpose of redemption, if legally possible. Vesting shall accelerate and all the Vested Shares shall vest immediately if the following cumulative circumstances occur: (i) the Change of Control and (ii) the Founder’s employment contract (or civil law contract similar in effect) is terminated and/or the Founder is dismissed from the Management Board without a justifiable cause within [12 (twelve)] months following the Change of Control (double trigger accelerated vesting). A price per one Repurchased Share shall be calculated as follows: if the Leaving Founder is a Good Leaver – a price shall be established upon the basis of fair value within the meaning of the International Financial Reporting Standards by the Renowned Auditor at the Company’s expense; if the Leaving Founder is a Bad Leaver – a price shall equal the nominal value of the Repurchased Shares. The Investor, or, if appointed, the SASR Directors Supervisory Board shall be appointed to the Board of Directors solely entitled to: acknowledge permanent termination of the Surviving Bank (Founder’s Commitment; confirm that a Leaving Founder is a Good Leaver or a Bad Leaver. For the “SASR Bank Directors”); provided that any such director must meet purpose of securing above obligations, the Eligibility Criteria with respect to services on Founders shall, at the Board of Directors request of the Surviving Bank. Prior Investor, within 1 (one) week from the receipt of the request, provide such Investor with: an irrevocable power of attorney to the Effective Timeconclude a share purchase agreement in relation to Repurchased Shares pursuant to section 7, the parties (coordinating through the respective Chairman agreed form of each of SASR and AUB) shall cooperate in good faith to mutually agree on the selection which constitutes Schedule 7.7.1; and/or an offer for sale of the SASR Directors and SASR Bank Directors who will join Repurchased Shares pursuant to section 7, the Board agreed form of Directors of the Surviving Corporation and Surviving Bank, respectively, and their respective committee appointmentswhich constitutes Schedule 7.7.2.