Common use of SEC Filing and Shareholder Approval Clause in Contracts

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity shall prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by Prosperity with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity Shares to the Legacy stockholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy shall prepare and furnish to Prosperity such information relating to Legacy and its directors, officers and stockholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity shall provide Legacy, and its legal, financial and accounting advisors, the right to review, provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity shall consider in good faith all comments from Legacy and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy agrees to reasonably cooperate with Prosperity and Prosperity’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A) and Section 5.02, Prosperity shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this Agreement. Prosperity shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (B) The Board of Directors of Legacy (the “Legacy Board”) shall duly call, give notice of, and cause to be held, a meeting of its stockholders (the “Legacy Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Legacy Meeting. Specifically, the Legacy Board will present for the consideration of Legacy stockholders a proposal to approve the Merger pursuant to the terms of this Agreement. The Legacy Board will: (i) cause proper notice of the Legacy Meeting to be given to the Legacy stockholders in compliance with applicable Law and regulations; (ii) cause to be delivered to the Legacy stockholders the Proxy Statement; and (iii) subject to Section 1.08(C), recommend by the unanimous affirmative vote of the Legacy Board a vote in favor of approval of the proposals set forth in this Section 1.08(B) (the “Legacy Board Recommendation”) and use reasonable best efforts to obtain the Requisite Legacy Stockholder Approval. Legacy shall prepare and deliver (at its expense) the Proxy Statement to its stockholders as promptly as practicable after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Legacy Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Except as otherwise set forth in Section 1.08(C), neither Legacy nor the Legacy Board nor any committee thereof shall: (a) withhold, withdraw or modify in any manner adverse to Prosperity or propose publicly to withhold, withdraw or modify in any manner adverse to Prosperity, the Legacy Board Recommendation or approval, recommendation or declaration of advisability by Legacy, the Legacy Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby; (b) approve or recommend to its stockholders, or resolve to or publicly propose or announce its intention to approve or recommend to its stockholders, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification: (I) recommend against any Acquisition Proposal; or (II) reaffirm the Legacy Board Recommendation, in each case, within 10 Business Days after such Acquisition Proposal is made public or any request by Prosperity to do so (any of the foregoing, a “Legacy Change in Recommendation”). (C) Notwithstanding Section 1.08(B), prior to the receipt of the Requisite Legacy Stockholder Approval, Legacy and the Legacy Board are permitted to make a Legacy Change in Recommendation if and only to the extent that: (i) Legacy, the Legacy Subsidiaries and the Legacy Representatives, have complied in all material respects with Section 5.12; (ii) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of Section 5.12) is made to Legacy by a third party, and such Acquisition Proposal is not withdrawn; (iii) the Legacy Board, after consultation with its outside counsel and financial advisor, has determined in good faith, after giving effect to all of the adjustments which may be offered by Prosperity pursuant to subclause (c) of item (4) below, that failure to make a Legacy Change in Recommendation would reasonably be expected to be inconsistent with the Legacy Board’s fiduciary duties under applicable Law; and (a) the Legacy Board has concluded in good faith, after giving effect to all of the adjustments which may be offered by Prosperity pursuant to subclause (c) below, that such Acquisition Proposal constitutes a Superior Proposal; (b) Legacy has notified Prosperity, at least five Business Days in advance, of its intention to make a Legacy Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Superior Proposal) and furnished to Prosperity a written description of the material terms of such Superior Proposal; and (c) before making such a Legacy Change in Recommendation, Legacy has, and has caused its financial and legal advisors to, during the period after Legacy’s delivery of the notice referred to in subclause (b) above, negotiated with Prosperity in good faith for a period of up to five Business Days (to the extent Prosperity desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal. Any change to the material terms of a Superior Proposal shall require a new notice of Legacy’s intention to make a Legacy Change in Recommendation and the provisions of this Section 1.08(C) shall apply anew to such Superior Proposal. (D) The Board of Directors of Prosperity (the “Prosperity Board”) shall duly call, give notice of, and cause to be held, a meeting of its shareholders (the “Prosperity Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Prosperity Meeting. Specifically, the Prosperity Board will present for the consideration of Prosperity shareholders a proposal to approve this Agreement and the issuance of Prosperity Shares in connection with the Merger. The Prosperity Board will: (i) cause proper notice of the Prosperity Meeting to be given to the Prosperity shareholders in compliance with applicable Law; (ii) distribute to the Prosperity shareholders the Proxy Statement; and (iii) recommend by the affirmative vote of the Prosperity Board a vote in favor of approval of the proposals set forth in this Section 1.08(D) (the “Prosperity Board Recommendation”) and use reasonable best efforts to obtain the Requisite Prosperity Shareholder Approval. Prosperity shall prepare and deliver (at its expense) the Proxy Statement to its shareholders as promptly as practicable after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Prosperity Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Neither Prosperity nor the Prosperity Board nor any committee thereof shall withhold, withdraw or modify in any manner adverse to Legacy or propose publicly to withhold, withdraw or modify in any manner adverse to Legacy, the Prosperity Board Recommendation or approval, recommendation or declaration of advisability by Prosperity, the Prosperity Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby. (E) Nothing contained in this Section 1.08 shall prohibit Legacy from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” statement pending disclosure of its position thereunder, which is followed within 10 Business Days by an unqualified public reaffirmation of the Legacy Board Recommendation) shall be deemed for all purposes of this Agreement to be a Legacy Change in Recommendation unless the Legacy Board expressly publicly reaffirms without qualification the Legacy Board Recommendation in connection with such communication.

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy GBNK stockholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity IBG and the stockholder meeting of Legacy GBNK and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy GBNK shall prepare and furnish to Prosperity IBG such information relating to Legacy GBNK and its directors, officers and stockholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyGBNK, and its legal, financial and accounting advisors, the right to review, provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy GBNK and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy GBNK agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy GBNK has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th sixtieth (60th) day following the date of this Agreement. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (B) The Board of Directors of Legacy GBNK (the “Legacy GBNK Board”) shall duly call, give notice of, and cause to be held, a meeting of its stockholders (the “Legacy GBNK Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Legacy GBNK Meeting. Specifically, the Legacy GBNK Board will present for the consideration of Legacy GBNK stockholders a proposal to approve and adopt this Agreement and the Merger pursuant to and the terms of this Agreementtransactions contemplated hereby. The Legacy GBNK Board will: will (i) cause proper notice of the Legacy GBNK Meeting to be given to the Legacy GBNK stockholders in compliance with applicable Law and regulations; , (ii) cause to be delivered distribute to the Legacy GBNK stockholders the Proxy Statement; , and (iii) subject to Section 1.08(C), recommend by the unanimous affirmative vote of the Legacy GBNK Board a vote in favor of approval of the proposals set forth in this Section 1.08(B) (the “Legacy GBNK Board Recommendation”) and use reasonable best efforts to obtain the Requisite Legacy GBNK Stockholder Approval, subject to Section 1.08(C). Legacy GBNK shall prepare and deliver (at its expense) the Proxy Statement to its stockholders as promptly as practicable after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Legacy GBNK Meeting as promptly as practicable thereafter and in any event on or before the 60th sixtieth (60th) day after the date that the Registration Statement is declared effective. Except as otherwise set forth in Section 1.08(C), neither Legacy GBNK nor the Legacy GBNK Board nor any committee thereof shall: shall (ai) withhold, withdraw or modify in any manner adverse to Prosperity IBG or propose publicly to withhold, withdraw or modify in any manner adverse to ProsperityIBG, the Legacy GBNK Board Recommendation or approval, recommendation or declaration of advisability by LegacyGBNK, the Legacy GBNK Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby; , (bii) approve or recommend to its stockholders, or resolve to or publicly propose or announce its intention to approve or recommend to its stockholders, an Acquisition Proposal; Proposal or (ciii) fail to publicly, finally and without qualification: qualification (IA) recommend against any Acquisition Proposal; Proposal or (IIB) reaffirm the Legacy GBNK Board Recommendation, in each case, within 10 Business Days after such Acquisition Proposal is made public or any request by Prosperity IBG to do so (which request may be made once per Acquisition Proposal (and any material change thereto)) (any of the foregoing, a “Legacy GBNK Change in Recommendation”). (C) Notwithstanding Section 1.08(B)the foregoing, prior to the receipt of the Requisite Legacy GBNK Stockholder Approval, Legacy GBNK and the Legacy GBNK Board are permitted to make a Legacy GBNK Change in Recommendation if and only to the extent that: (i1) LegacyGBNK, the Legacy GBNK Subsidiaries and the Legacy RepresentativesGBNK Representatives (as defined in Section 5.10(A)), have complied in all material respects with Section 5.125.10; (ii2) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of Section 5.125.10) is made to Legacy GBNK by a third party, and such Acquisition Proposal is not withdrawn; (iii3) the Legacy GBNK Board, after consultation with its outside counsel and financial advisorcounsel, has determined in good faith, after giving effect to all of the adjustments which may be offered by Prosperity IBG pursuant to subclause (c) of item (4) below, that failure to make a Legacy GBNK Change in Recommendation would reasonably be expected to be inconsistent with the Legacy GBNK Board’s fiduciary duties under applicable Law; and (a) the Legacy GBNK Board has concluded in good faith, after giving effect to all of the adjustments which may be offered by Prosperity IBG pursuant to subclause (c) below, that such Acquisition Proposal constitutes a Superior Proposal; , (b) Legacy GBNK has notified ProsperityIBG, at least five Business Days in advance, of its intention to make a Legacy GBNK Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Superior Acquisition Proposal) and furnished to Prosperity IBG a written description of the material terms of such the Superior Proposal; , and (c) before making such a Legacy GBNK Change in Recommendation, Legacy GBNK has, and has caused its financial and legal advisors to, during the period after LegacyGBNK’s delivery of the notice referred to in subclause (b) above, negotiated with Prosperity IBG in good faith for a period of up to five Business Days (to the extent Prosperity IBG desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Acquisition Proposal ceases to constitute a Superior Proposal. Any change to the material terms of a Superior an Acquisition Proposal shall require a new notice of LegacyGBNK’s intention to make a Legacy GBNK Change in Recommendation and the provisions of this Section 1.08(C) shall apply anew to such Superior Acquisition Proposal. (D) The Board of Directors of Prosperity IBG (the “Prosperity IBG Board”) shall duly call, give notice of, and cause to be held, a meeting of its shareholders (the “Prosperity IBG Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Prosperity IBG Meeting. Specifically, the Prosperity IBG Board will present for the consideration of Prosperity IBG shareholders a proposal to approve and adopt this Agreement and the Merger and the transactions contemplated hereby and the issuance of Prosperity IBG Shares in connection with the Merger. The Prosperity IBG Board will: will (i) cause proper notice of the Prosperity IBG Meeting to be given to the Prosperity IBG shareholders in compliance with applicable Law; , (ii) distribute to the Prosperity IBG shareholders the Proxy Statement; , and (iii) recommend by the affirmative vote of the Prosperity IBG Board a vote in favor of approval of the proposals set forth in this Section 1.08(D) (the “Prosperity IBG Board Recommendation”) and use reasonable best efforts to obtain the Requisite Prosperity IBG Shareholder Approval. Prosperity IBG shall prepare print and deliver commence the mailing (at its expense) of the Proxy Statement to its shareholders as promptly as practicable after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Prosperity IBG Meeting as promptly as practicable thereafter and in any event on or before the 60th sixtieth (60th) day after the date that the Registration Statement is declared effective. Neither Prosperity IBG nor the Prosperity IBG Board nor any committee thereof shall withhold, withdraw or modify in any manner adverse to Legacy GBNK or propose publicly to withhold, withdraw or modify in any manner adverse to LegacyGBNK, the Prosperity IBG Board Recommendation or approval, recommendation or declaration of advisability by ProsperityIBG, the Prosperity IBG Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby. (E) Nothing contained in this Section 1.08 shall prohibit Legacy GBNK from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” statement pending disclosure of its position thereunder, which is followed within 10 Business Days by an unqualified public reaffirmation of the Legacy GBNK Board Recommendation) shall be deemed for all purposes of this Agreement to be a Legacy GBNK Change in Recommendation unless the Legacy GBNK Board expressly publicly reaffirms without qualification the Legacy GBNK Board Recommendation in connection with such communication.

SEC Filing and Shareholder Approval. (A) A. As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders CBI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting meetings of Prosperity IBG and the stockholder meeting of Legacy CBI and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy CBI shall prepare and furnish to Prosperity IBG such information relating to Legacy CBI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyCBI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy CBI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy CBI agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy CBI has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJanuary 16, 2017. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (B) B. The Board of Directors of Legacy CBI (the “Legacy CBI Board”) shall duly call, give notice of, and cause to be held, a meeting of its stockholders shareholders (the “Legacy CBI Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Legacy CBI Meeting. Specifically, the Legacy CBI Board will present for the consideration of Legacy stockholders CBI shareholders a proposal to approve and adopt this Agreement and the Merger pursuant to and the terms of this Agreementtransactions contemplated hereby. The Legacy CBI Board will: will (i) cause proper notice of the Legacy CBI Meeting to be given to the Legacy stockholders CBI shareholders in compliance with applicable Law law and regulations; , (ii) cause to be delivered distribute to the Legacy stockholders CBI shareholders the Proxy Statement; and , (iii) subject to Section 1.08(C), recommend by the unanimous affirmative vote of the Legacy CBI Board a vote in favor of approval of the proposals set forth in this Section 1.08(B), subject to Section 1.08(C), and (iv) (perform such other acts as may reasonably necessary to ensure that shareholder approval of the “Legacy Board Recommendation”proposals set forth in this Section 1.08(B) are obtained. CBI shall print and use reasonable best efforts to obtain commence the Requisite Legacy Stockholder Approval. Legacy shall prepare and deliver mailing (at its expense) of the Proxy Statement to its stockholders as promptly as practicable shareholders on or before the fifth business day after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Legacy Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Except as otherwise set forth in Section 1.08(C), neither Legacy nor the Legacy Board nor any committee thereof shall: (a) withhold, withdraw or modify in any manner adverse to Prosperity or propose publicly to withhold, withdraw or modify in any manner adverse to Prosperity, the Legacy Board Recommendation or approval, recommendation or declaration of advisability by Legacy, the Legacy Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby; (b) approve or recommend to its stockholders, or resolve to or publicly propose or announce its intention to approve or recommend to its stockholders, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification: (I) recommend against any Acquisition Proposal; or (II) reaffirm the Legacy Board Recommendation, in each case, within 10 Business Days after such Acquisition Proposal is made public or any request by Prosperity to do so (any of . C. Notwithstanding the foregoing, a CBI and the CBI Board are permitted to change its recommendation as contemplated by this Section 1.08(C) (“Legacy Change in Recommendation”). (C) Notwithstanding Section 1.08(B), prior to the receipt of the Requisite Legacy Stockholder Approval, Legacy and the Legacy Board are permitted to make a Legacy Change in Recommendation if and only to the extent that: (i) Legacy1. CBI, the Legacy CBI Subsidiaries and the Legacy RepresentativesCBI Representatives (as defined in Section 5.10), have complied in all material respects with Section 5.125.10; (ii) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of Section 5.12) is made to Legacy by a third party, and such Acquisition Proposal is not withdrawn; (iii) 2. the Legacy CBI Board, after consultation with its outside counsel and financial advisorcounsel, has determined in good faith, after giving effect to all of the adjustments which may be offered by Prosperity pursuant to subclause (c) of item (4) below, faith that failure to make a Legacy Change in Recommendation would reasonably be expected to be inconsistent with the Legacy Board’s result in a violation of its fiduciary duties under applicable Lawlaw; and 3. if the CBI Board intends to make a Change in Recommendation after CBI has received an Acquisition Proposal (as defined in Section 5.10(D)), (a) the Legacy CBI Board has concluded in good faith, after giving effect to all of the adjustments which may be offered by Prosperity IBG pursuant to subclause (c) below, that such Acquisition Proposal constitutes a Superior Proposal; Proposal (as defined in Section 5.10(E)), (b) Legacy has notified ProsperityCBI shall notify IBG, at least five Business Days business days in advance, of its intention to make a Legacy Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Superior Acquisition Proposal) and furnished furnish to Prosperity IBG a written description of the material terms of the Superior Proposal and copies of such Superior Proposal; other material documents that CBI is not required to keep confidential, and (c) before making such a Legacy Change in Recommendation, Legacy hasCBI shall, and has caused shall cause its financial and legal advisors to, during the period after LegacyCBI’s delivery of the notice referred to in subclause (b) above, negotiated negotiate with Prosperity IBG in good faith for a period of up to five Business Days business days (to the extent Prosperity IBG desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Acquisition Proposal ceases to constitute a Superior Proposal. Any change to the material terms of a Superior Proposal shall require a new notice of Legacy’s intention to make a Legacy Change in Recommendation and the provisions of this Section 1.08(C) shall apply anew to such Superior Proposal. (D) D. The Board of Directors of Prosperity IBG (the “Prosperity IBG Board”) shall duly call, give notice of, and cause to be held, a meeting of its shareholders (the “Prosperity IBG Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Prosperity IBG Meeting. Specifically, the Prosperity IBG Board will present for the consideration of Prosperity IBG shareholders a proposal to approve and adopt this Agreement and the Merger and the transactions contemplated hereby, a proposal to approve the issuance of Prosperity IBG Shares in connection with the Merger, and a proposal to elect the CBI Nominees (as defined in Section 6.16) to the Board of Directors of IBG. The Prosperity IBG Board will: will (i) cause proper notice of the Prosperity IBG Meeting to be given to the Prosperity IBG shareholders in compliance with applicable Law; law and regulations, (ii) distribute to the Prosperity IBG shareholders the Proxy Statement; and , (iii) recommend by the affirmative vote of the Prosperity IBG Board a vote in favor of approval of the proposals set forth in this Section 1.08(D), and (iv) (perform such other acts as may reasonably be necessary to ensure that shareholder approval of the “Prosperity Board Recommendation”proposals set forth in this Section 1.08(D) are obtained. IBG shall print and use reasonable best efforts to obtain commence the Requisite Prosperity Shareholder Approval. Prosperity shall prepare and deliver mailing (at its expense) of the Proxy Statement to its shareholders as promptly as practicable on or before the fifth business day after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Prosperity Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Neither Prosperity nor the Prosperity Board nor any committee thereof shall withhold, withdraw or modify in any manner adverse to Legacy or propose publicly to withhold, withdraw or modify in any manner adverse to Legacy, the Prosperity Board Recommendation or approval, recommendation or declaration of advisability by Prosperity, the Prosperity Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby. (E) Nothing contained in this Section 1.08 shall prohibit Legacy from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” statement pending disclosure of its position thereunder, which is followed within 10 Business Days by an unqualified public reaffirmation of the Legacy Board Recommendation) shall be deemed for all purposes of this Agreement to be a Legacy Change in Recommendation unless the Legacy Board expressly publicly reaffirms without qualification the Legacy Board Recommendation in connection with such communication.

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity A. IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders HCBI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy Meeting (as defined below) and prospectus and other proxy solicitation materials of HCBI constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy HCBI shall prepare and furnish to Prosperity IBG such information relating to Legacy HCBI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyHCBI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy HCBI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy HCBI agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy HCBI has reasonably cooperated and promptly provided all information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement reasonably requested as required by this Section 1.08(A) and Section 5.02described above, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJuly 15, 2014. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (B) B. The HCBI Board of Directors of Legacy (the “Legacy Board”) shall duly call, give notice of, and cause to be held, a meeting of its stockholders shareholders (the “Legacy Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Legacy Meeting. Specifically, the Legacy HCBI Board will present for the consideration of Legacy stockholders HCBI shareholders a proposal to approve and adopt this Agreement, the Merger, the Merger pursuant to Agreement and the terms of this Agreementtransactions contemplated hereby and thereby. The Legacy HCBI Board will: will (i) cause proper notice of the Legacy Meeting to be given to the Legacy stockholders HCBI shareholders in compliance with applicable Law law and regulations; , (ii) cause to be delivered distribute to the Legacy stockholders HCBI shareholders the Proxy Statement; and , (iii) subject to Section 1.08(C), recommend by the unanimous affirmative vote of the Legacy HCBI Board a vote in favor of approval of the proposals set forth in this Section 1.08(B), subject to Section 1.08(C), and (iv) (perform such other acts as may reasonably be requested by IBG to ensure that shareholder approval of the “Legacy Board Recommendation”proposals set forth in this Section 1.08(B) are obtained. HCBI shall print and use reasonable best efforts to obtain commence the Requisite Legacy Stockholder Approval. Legacy shall prepare and deliver mailing (at its expense) of the Proxy Statement to its stockholders as promptly as practicable shareholders on or before the third business day after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Legacy Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Except as otherwise set forth in Section 1.08(C), neither Legacy nor the Legacy Board nor any committee thereof shall: (a) withhold, withdraw or modify in any manner adverse to Prosperity or propose publicly to withhold, withdraw or modify in any manner adverse to Prosperity, the Legacy Board Recommendation or approval, recommendation or declaration of advisability by Legacy, the Legacy Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby; (b) approve or recommend to its stockholders, or resolve to or publicly propose or announce its intention to approve or recommend to its stockholders, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification: (I) recommend against any Acquisition Proposal; or (II) reaffirm the Legacy Board Recommendation, in each case, within 10 Business Days after such Acquisition Proposal is made public or any request by Prosperity to do so (any of . C. Notwithstanding the foregoing, a HCBI and the Board of Directors of HCBI (the “Legacy HCBI Board”) are permitted to change its recommendation as contemplated by Section 1.08(B)(iii) (“Change in Recommendation”). (C) Notwithstanding Section 1.08(B), prior to the receipt of the Requisite Legacy Stockholder Approval, Legacy and the Legacy Board are permitted to make a Legacy Change in Recommendation if and only to the extent that: (i1) LegacyHCBI, the Legacy Subsidiaries HCB and the Legacy RepresentativesHCBI Representatives (as defined in Section 5.11), have complied in all material respects with Section 5.125.11; (ii) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of Section 5.12) is made to Legacy by a third party, and such Acquisition Proposal is not withdrawn; (iii2) the Legacy HCBI Board, after consultation with its outside counsel and financial advisorcounsel, has determined in good faith, after giving effect to all of the adjustments which may be offered by Prosperity pursuant to subclause (c) of item (4) below, faith that failure to make a Legacy Change in Recommendation would reasonably be expected to be inconsistent with the Legacy Board’s result in a violation of its fiduciary duties under applicable Lawlaw; and (3) if the HCBI Board intends to make a Change in Recommendation after HCBI has received an Acquisition Proposal, (a) the Legacy HCBI Board has concluded in good faith, after giving effect to all of the adjustments which may be offered by Prosperity IBG pursuant to subclause (c) below, that such Acquisition Proposal constitutes a Superior Proposal; , (b) Legacy has notified ProsperityHCBI shall notify IBG, at least five Business Days business days in advance, of its intention to make a Legacy Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Superior Acquisition Proposal) and furnished furnish to Prosperity IBG a written description of the material terms of the Superior Proposal and copies of such Superior Proposal; other material documents that HCBI is not required to keep confidential, and (c) before making such a Legacy Change in Recommendation, Legacy hasHCBI shall, and has caused shall cause its financial and legal advisors to, during the period after LegacyHCBI’s delivery of the notice referred to in subclause (b) above, negotiated negotiate with Prosperity IBG in good faith for a period of up to five Business Days business days (to the extent Prosperity IBG desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Acquisition Proposal ceases to constitute a Superior Proposal. Any change to the material terms of a Superior Proposal shall require a new notice of Legacy’s intention to make a Legacy Change in Recommendation and the provisions of this Section 1.08(C) shall apply anew to such Superior Proposal. (D) The Board of Directors of Prosperity (the “Prosperity Board”) shall duly call, give notice of, and cause to be held, a meeting of its shareholders (the “Prosperity Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Prosperity Meeting. Specifically, the Prosperity Board will present for the consideration of Prosperity shareholders a proposal to approve this Agreement and the issuance of Prosperity Shares in connection with the Merger. The Prosperity Board will: (i) cause proper notice of the Prosperity Meeting to be given to the Prosperity shareholders in compliance with applicable Law; (ii) distribute to the Prosperity shareholders the Proxy Statement; and (iii) recommend by the affirmative vote of the Prosperity Board a vote in favor of approval of the proposals set forth in this Section 1.08(D) (the “Prosperity Board Recommendation”) and use reasonable best efforts to obtain the Requisite Prosperity Shareholder Approval. Prosperity shall prepare and deliver (at its expense) the Proxy Statement to its shareholders as promptly as practicable after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Prosperity Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Neither Prosperity nor the Prosperity Board nor any committee thereof shall withhold, withdraw or modify in any manner adverse to Legacy or propose publicly to withhold, withdraw or modify in any manner adverse to Legacy, the Prosperity Board Recommendation or approval, recommendation or declaration of advisability by Prosperity, the Prosperity Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby. (E) Nothing contained in this Section 1.08 shall prohibit Legacy from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” statement pending disclosure of its position thereunder, which is followed within 10 Business Days by an unqualified public reaffirmation of the Legacy Board Recommendation) shall be deemed for all purposes of this Agreement to be a Legacy Change in Recommendation unless the Legacy Board expressly publicly reaffirms without qualification the Legacy Board Recommendation in connection with such communication.

SEC Filing and Shareholder Approval. (A) A. As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders BOHI Xxxreholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting meetings of Prosperity IBG and the stockholder meeting of Legacy and BOHI xxx prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy shall BOHI xxxll prepare and furnish to Prosperity IBG such information relating to Legacy and BOHI xxx its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyBOHI, and xxd its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy and BOHI xxx its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy agrees BOHI xxxees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy has reasonably BOHI xxx cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A1.09(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJanuary 6, 2014. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (B) B. The Board of Directors of Legacy BOHI (the xxe “Legacy BoardBOHI Xxxrd”) shall duly call, give notice of, and cause to be held, a meeting of its stockholders shareholders (the “Legacy MeetingBOHI Xxxting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Legacy MeetingBOHI Xxxting. Specifically, the Legacy Board BOHI Xxxrd will present for the consideration of Legacy stockholders BOHI xxxreholders a proposal to approve and adopt this Agreement and the Merger pursuant to and the terms of this Agreementtransactions contemplated hereby. The Legacy Board will: BOHI Xxxrd will (i) cause proper notice of the Legacy Meeting BOHI Xxxting to be given to the Legacy stockholders BOHI xxxreholders in compliance with applicable Law law and regulations; , (ii) cause to be delivered distribute to the Legacy stockholders BOHI xxxreholders the Proxy Statement; and , (iii) subject to Section 1.08(C), recommend by the unanimous affirmative vote of the Legacy Board BOHI Xxxrd a vote in favor of approval of the proposals set forth in this Section 1.08(B1.09(B), subject to Section 1.09(C), and (iv) (perform such other acts as may reasonably necessary to ensure that shareholder approval of the “Legacy Board Recommendation”proposals set forth in this Section 1.09(B) are obtained. BOHI xxxll print and use reasonable best efforts to obtain commence the Requisite Legacy Stockholder Approval. Legacy shall prepare and deliver mailing (at its expense) of the Proxy Statement to its stockholders as promptly as practicable shareholders on or before the fifth business day after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Legacy Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Except as otherwise set forth in Section 1.08(C), neither Legacy nor the Legacy Board nor any committee thereof shall: (a) withhold, withdraw or modify in any manner adverse to Prosperity or propose publicly to withhold, withdraw or modify in any manner adverse to Prosperity, the Legacy Board Recommendation or approval, recommendation or declaration of advisability by Legacy, the Legacy Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby; (b) approve or recommend to its stockholders, or resolve to or publicly propose or announce its intention to approve or recommend to its stockholders, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification: (I) recommend against any Acquisition Proposal; or (II) reaffirm the Legacy Board Recommendation, in each case, within 10 Business Days after such Acquisition Proposal is made public or any request by Prosperity to do so (any of . C. Notwithstanding the foregoing, a BOHI xxx the BOHI Xxxrd are permitted to change its recommendation as contemplated by this Section 1.09(C) (“Legacy Change in Recommendation”). (C) Notwithstanding Section 1.08(B), prior to the receipt of the Requisite Legacy Stockholder Approval, Legacy and the Legacy Board are permitted to make a Legacy Change in Recommendation if and only to the extent that: (i1) LegacyBOHI, the Legacy Subsidiaries Xxnk of Houston and the Legacy RepresentativesBOHI Xxxresentatives (as defined in Section 5.10), have complied in all material respects with Section 5.125.10; (ii) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of Section 5.12) is made to Legacy by a third party, and such Acquisition Proposal is not withdrawn; (iii2) the Legacy BoardBOHI Xxxrd, after consultation with its outside counsel and financial advisorcounsel, has determined in good faith, after giving effect to all of the adjustments which may be offered by Prosperity pursuant to subclause (c) of item (4) below, faith that failure to make a Legacy Change in Recommendation would reasonably be expected to be inconsistent with the Legacy Board’s result in a violation of its fiduciary duties under applicable Lawlaw; and (3) if the BOHI Xxxrd intends to make a Change in Recommendation after BOHI xxx received an Acquisition Proposal (as defined in Section 9.04(C)), (a) the Legacy Board BOHI Xxxrd has concluded in good faith, after giving effect to all of the adjustments which may be offered by Prosperity IBG pursuant to subclause (c) below, that such Acquisition Proposal constitutes a Superior Proposal; Proposal (as defined in Section 9.04(D)), (b) Legacy has notified ProsperityBOHI xxxll notify IBG, at least five Business Days business days in advance, of its intention to make a Legacy Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Superior Acquisition Proposal) and furnished furnish to Prosperity IBG a written description of the material terms of the Superior Proposal and copies of such Superior Proposal; other material documents that BOHI xx not required to keep confidential, and (c) before making such a Legacy Change in Recommendation, Legacy hasBOHI xxxll, and has caused shall cause its financial and legal advisors to, during the period after Legacy’s delivery BOHI’x xxxivery of the notice referred to in subclause (b) above, negotiated negotiate with Prosperity IBG in good faith for a period of up to five Business Days business days (to the extent Prosperity IBG desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Acquisition Proposal ceases to constitute a Superior Proposal. Any change to the material terms of a Superior Proposal shall require a new notice of Legacy’s intention to make a Legacy Change in Recommendation and the provisions of this Section 1.08(C) shall apply anew to such Superior Proposal. (D) D. The Board of Directors of Prosperity IBG (the “Prosperity IBG Board”) shall duly call, give notice of, and cause to be held, a meeting of its shareholders (the “Prosperity IBG Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Prosperity IBG Meeting. Specifically, the Prosperity IBG Board will present for the consideration of Prosperity IBG shareholders a proposal to approve and adopt this Agreement and the issuance of Prosperity Shares in connection with Merger and the Mergertransactions contemplated hereby. The Prosperity IBG Board will: will (i) cause proper notice of the Prosperity IBG Meeting to be given to the Prosperity IBG shareholders in compliance with applicable Law; law and regulations, (ii) distribute to the Prosperity IBG shareholders the Proxy Statement; and , (iii) recommend by the affirmative vote of the Prosperity IBG Board a vote in favor of approval of the proposals set forth in this Section 1.08(D1.09(D), and (iv) (perform such other acts as may reasonably be necessary to ensure that shareholder approval of the “Prosperity Board Recommendation”proposals set forth in this Section 1.09(D) are obtained. IBG shall print and use reasonable best efforts to obtain commence the Requisite Prosperity Shareholder Approval. Prosperity shall prepare and deliver mailing (at its expense) of the Proxy Statement to its shareholders as promptly as practicable on or before the fifth business day after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Prosperity Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Neither Prosperity nor the Prosperity Board nor any committee thereof shall withhold, withdraw or modify in any manner adverse to Legacy or propose publicly to withhold, withdraw or modify in any manner adverse to Legacy, the Prosperity Board Recommendation or approval, recommendation or declaration of advisability by Prosperity, the Prosperity Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby. (E) Nothing contained in this Section 1.08 shall prohibit Legacy from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” statement pending disclosure of its position thereunder, which is followed within 10 Business Days by an unqualified public reaffirmation of the Legacy Board Recommendation) shall be deemed for all purposes of this Agreement to be a Legacy Change in Recommendation unless the Legacy Board expressly publicly reaffirms without qualification the Legacy Board Recommendation in connection with such communication.

SEC Filing and Shareholder Approval. (A) As promptly as practicable following the date of this Agreement, Prosperity A. IBKC shall prepare a registration statement Registration Statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBKC with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBKC Shares to the Legacy stockholders FPHI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy FPHI and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy FPHI shall prepare and furnish to Prosperity IBKC such information relating to Legacy FPHI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBKC shall provide LegacyFPHI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBKC shall consider in good faith all comments from Legacy FPHI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy FPHI agrees to reasonably cooperate with Prosperity IBKC and ProsperityIBKC’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy FPHI has reasonably cooperated and promptly provided all information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement reasonably requested as required by this Section 1.08(A) and Section 5.02described above, Prosperity IBKC shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementApril 1, 2014. Prosperity IBKC shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBKC also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (B) B. The Board of Directors of Legacy FPHI (the “Legacy FPHI Board”) shall duly call, give notice of, and cause to be held, a meeting of its stockholders shareholders (the “Legacy FPHI Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Legacy FPHI Meeting. Specifically, the Legacy FPHI Board will present for the consideration of Legacy stockholders FPHI shareholders a proposal to approve and adopt this Agreement and the Merger pursuant to and the terms of this Agreementtransactions contemplated hereby. The Legacy FPHI Board will: will (i) cause proper notice of the Legacy FPHI Meeting to be given to the Legacy stockholders FPHI shareholders in compliance with applicable Law law and regulations; , (ii) cause to be delivered distribute to the Legacy stockholders FPHI shareholders the Proxy Statement; and , (iii) subject to Section 1.08(C), recommend by the unanimous affirmative vote of the Legacy FPHI Board a vote in favor of approval of the proposals set forth in this Section 1.08(B1.10(B), subject to Section 1.10(C), and (iv) (perform such other acts as may reasonably be requested by IBKC to ensure that FPHI shareholder approval of the “Legacy Board Recommendation”proposals set forth in this Section 1.10(B) is obtained. FPHI shall print and use reasonable best efforts to obtain commence the Requisite Legacy Stockholder Approval. Legacy shall prepare and deliver mailing (at its expense) of the Proxy Statement to its stockholders as promptly as practicable shareholders on or before the fifth business day after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Legacy Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Except as otherwise set forth in Section 1.08(C), neither Legacy nor the Legacy Board nor any committee thereof shall: (a) withhold, withdraw or modify in any manner adverse to Prosperity or propose publicly to withhold, withdraw or modify in any manner adverse to Prosperity, the Legacy Board Recommendation or approval, recommendation or declaration of advisability by Legacy, the Legacy Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby; (b) approve or recommend to its stockholders, or resolve to or publicly propose or announce its intention to approve or recommend to its stockholders, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification: (I) recommend against any Acquisition Proposal; or (II) reaffirm the Legacy Board Recommendation, in each case, within 10 Business Days after such Acquisition Proposal is made public or any request by Prosperity to do so (any of . C. Notwithstanding the foregoing, a FPHI and the FPHI Board are permitted to change its recommendation as contemplated by Section 1.10(B)(iii) (“Legacy Change in Recommendation”). (C) Notwithstanding Section 1.08(B), prior to the receipt of the Requisite Legacy Stockholder Approval, Legacy and the Legacy Board are permitted to make a Legacy Change in Recommendation if and only to the extent that: (i1) LegacyFPHI, the Legacy Subsidiaries and the Legacy RepresentativesFPHI Representatives (as defined in Section 5.10(A)), have complied in all material respects with Section 5.125.10(A); (ii) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of Section 5.12) is made to Legacy by a third party, and such Acquisition Proposal is not withdrawn; (iii2) the Legacy FPHI Board, after consultation with its outside counsel and financial advisorcounsel, has determined in good faith, after giving effect to all of the adjustments which may be offered by Prosperity pursuant to subclause (c) of item (4) below, faith that failure to make a Legacy Change in Recommendation would reasonably be expected to be inconsistent with the Legacy Board’s result in a violation of its fiduciary duties under applicable Lawlaw; and (3) if the FPHI Board intends to make a Change in Recommendation after FPHI has received an Acquisition Proposal, (a) the Legacy FPHI Board has concluded in good faith, after giving effect to all of the adjustments which may be offered by Prosperity IBKC pursuant to subclause (c) below, that such Acquisition Proposal constitutes a Superior Proposal; , (b) Legacy has notified ProsperityFPHI shall notify IBKC, at least five Business Days business days in advance, of its intention to make a Legacy Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Superior Acquisition Proposal) and furnished furnish to Prosperity IBKC a written description of the material terms of the Superior Proposal and copies of such Superior Proposal; other material documents that FPHI is not required to keep confidential, and (c) before making such a Legacy Change in Recommendation, Legacy hasFPHI shall, and has caused shall cause its financial and legal advisors to, during the period after LegacyFPHI’s delivery of the notice referred to in subclause (b) above, negotiated negotiate with Prosperity IBKC in good faith for a period of up to five Business Days business days after receipt of written notice by IBKC (to the extent Prosperity IBKC desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Acquisition Proposal ceases to constitute a Superior Proposal. Any change to the material terms of a Superior Proposal shall require a new notice of Legacy’s intention to make a Legacy Change in Recommendation and the provisions of this Section 1.08(C) shall apply anew to such Superior Proposal. (D) The Board of Directors of Prosperity (the “Prosperity Board”) shall duly call, give notice of, and cause to be held, a meeting of its shareholders (the “Prosperity Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Prosperity Meeting. Specifically, the Prosperity Board will present for the consideration of Prosperity shareholders a proposal to approve this Agreement and the issuance of Prosperity Shares in connection with the Merger. The Prosperity Board will: (i) cause proper notice of the Prosperity Meeting to be given to the Prosperity shareholders in compliance with applicable Law; (ii) distribute to the Prosperity shareholders the Proxy Statement; and (iii) recommend by the affirmative vote of the Prosperity Board a vote in favor of approval of the proposals set forth in this Section 1.08(D) (the “Prosperity Board Recommendation”) and use reasonable best efforts to obtain the Requisite Prosperity Shareholder Approval. Prosperity shall prepare and deliver (at its expense) the Proxy Statement to its shareholders as promptly as practicable after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Prosperity Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Neither Prosperity nor the Prosperity Board nor any committee thereof shall withhold, withdraw or modify in any manner adverse to Legacy or propose publicly to withhold, withdraw or modify in any manner adverse to Legacy, the Prosperity Board Recommendation or approval, recommendation or declaration of advisability by Prosperity, the Prosperity Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby. (E) Nothing contained in this Section 1.08 shall prohibit Legacy from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” statement pending disclosure of its position thereunder, which is followed within 10 Business Days by an unqualified public reaffirmation of the Legacy Board Recommendation) shall be deemed for all purposes of this Agreement to be a Legacy Change in Recommendation unless the Legacy Board expressly publicly reaffirms without qualification the Legacy Board Recommendation in connection with such communication.

SEC Filing and Shareholder Approval. (A) A. As promptly as practicable following the date of this Agreement, Prosperity IBG shall prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Prosperity IBG with the Securities and Exchange Commission (“SEC”) in connection with the issuance of the Prosperity IBG Shares to the Legacy stockholders IBI Shareholders pursuant to Section 1.05 (including the Proxy Statement for the shareholder meeting of Prosperity and the stockholder meeting of Legacy IBI and prospectus and other proxy solicitation materials constituting a part thereof (together, the “Proxy Statement”) and all related documents). Legacy IBI shall prepare and furnish to Prosperity IBG such information relating to Legacy IBI and its directors, officers and stockholders shareholders as may be reasonably required to comply with SEC rules and regulations in connection with the Registration Statement. Prosperity IBG shall provide LegacyIBI, and its legal, financial and accounting advisors, the right to review, review and provide comments upon and approve (not to be unreasonably withheld): (i) the Registration Statement in advance of such Registration Statement being filed with the SEC; SEC and (ii) on all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Prosperity IBG shall consider in good faith all comments from Legacy IBI and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information. Legacy IBI agrees to reasonably cooperate with Prosperity IBG and ProsperityIBG’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor and in taking such other required actions in connection with the Registration Statement and the Proxy Statement. If Legacy IBI has reasonably cooperated and promptly provided information required to be delivered by it for inclusion in the Registration Statement and Proxy Statement as required by this Section 1.08(A1.09(A) and Section 5.02, Prosperity IBG shall file, or cause to be filed, the Registration Statement with the SEC on or before the 60th day following the date of this AgreementJanuary 31, 2018. Prosperity IBG shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Prosperity IBG also agrees to use its commercially reasonable efforts to obtain all necessary state securities Law law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (B) B. The Board of Directors of Legacy IBI (the “Legacy IBI Board”) shall duly call, give notice of, and cause to be held, a meeting of its stockholders shareholders (the “Legacy IBI Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Legacy IBI Meeting. Specifically, the Legacy IBI Board will present for the consideration of Legacy stockholders IBI shareholders a proposal to approve and adopt this Agreement and the Merger pursuant to and the terms of this Agreementtransactions contemplated hereby. The Legacy IBI Board will: will (i) cause proper notice of the Legacy IBI Meeting to be given to the Legacy stockholders IBI shareholders in compliance with applicable Law law and regulations; , (ii) cause to be delivered distribute to the Legacy stockholders IBI shareholders the Proxy Statement; and , (iii) subject to Section 1.08(C), recommend by the unanimous affirmative vote of the Legacy IBI Board a vote in favor of approval of the proposals set forth in this Section 1.08(B1.09(B), subject to Section 1.09(C), and (iv) (perform such other acts as may reasonably necessary to ensure that shareholder approval of the “Legacy Board Recommendation”proposals set forth in this Section 1.09(B) are obtained. IBI shall print and use reasonable best efforts to obtain commence the Requisite Legacy Stockholder Approval. Legacy shall prepare and deliver mailing (at its expense) of the Proxy Statement to its stockholders as promptly as practicable shareholders on or before the fifth business day after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Legacy Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Except as otherwise set forth in Section 1.08(C), neither Legacy nor the Legacy Board nor any committee thereof shall: (a) withhold, withdraw or modify in any manner adverse to Prosperity or propose publicly to withhold, withdraw or modify in any manner adverse to Prosperity, the Legacy Board Recommendation or approval, recommendation or declaration of advisability by Legacy, the Legacy Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby; (b) approve or recommend to its stockholders, or resolve to or publicly propose or announce its intention to approve or recommend to its stockholders, an Acquisition Proposal; or (c) fail to publicly, finally and without qualification: (I) recommend against any Acquisition Proposal; or (II) reaffirm the Legacy Board Recommendation, in each case, within 10 Business Days after such Acquisition Proposal is made public or any request by Prosperity to do so (any of . C. Notwithstanding the foregoing, a IBI and the IBI Board are permitted to change its recommendation as contemplated by this Section 1.09(C) (“Legacy Change in Recommendation”). (C) Notwithstanding Section 1.08(B), prior to the receipt of the Requisite Legacy Stockholder Approval, Legacy and the Legacy Board are permitted to make a Legacy Change in Recommendation if and only to the extent that: (i) Legacy1. IBI, the Legacy IBI Subsidiaries and the Legacy RepresentativesIBI Representatives (as defined in Section 5.10), have complied in all material respects with Section 5.125.10; (ii) an unsolicited bona fide written Acquisition Proposal (that did not result from a breach of Section 5.12) is made to Legacy by a third party, and such Acquisition Proposal is not withdrawn; (iii) 2. the Legacy IBI Board, after consultation with its outside counsel and financial advisorcounsel, has determined in good faith, after giving effect to all of the adjustments which may be offered by Prosperity pursuant to subclause (c) of item (4) below, faith that failure to make a Legacy Change in Recommendation would reasonably be expected to be inconsistent with the Legacy Board’s result in a violation of its fiduciary duties under applicable Lawlaw; and 3. if the IBI Board intends to make a Change in Recommendation after IBI has received an Acquisition Proposal (as defined in Section 5.10(D)), (a) the Legacy IBI Board has concluded in good faith, after giving effect to all of the adjustments which may be offered by Prosperity IBG pursuant to subclause (c) below, that such Acquisition Proposal constitutes a Superior Proposal; Proposal (as defined in Section 5.10(E)), (b) Legacy has notified ProsperityIBI shall notify IBG, at least five Business Days business days in advance, of its intention to make a Legacy Change in Recommendation in response to such Superior Proposal (including the identity of the party making such Superior Acquisition Proposal) and furnished furnish to Prosperity IBG a written description of the material terms of the Superior Proposal and copies of such Superior Proposal; other material documents that IBI is not required to keep confidential, and (c) before making such a Legacy Change in Recommendation, Legacy hasIBI shall, and has caused shall cause its financial and legal advisors to, during the period after LegacyIBI’s delivery of the notice referred to in subclause (b) above, negotiated negotiate with Prosperity IBG in good faith for a period of up to five Business Days business days (to the extent Prosperity IBG desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Acquisition Proposal ceases to constitute a Superior Proposal. Any change to the material terms of a Superior Proposal shall require a new notice of Legacy’s intention to make a Legacy Change in Recommendation and the provisions of this Section 1.08(C) shall apply anew to such Superior Proposal. (D) The Board of Directors of Prosperity (the “Prosperity Board”) shall duly call, give notice of, and cause to be held, a meeting of its shareholders (the “Prosperity Meeting”) and will direct that this Agreement and the transactions contemplated hereby be submitted to a vote at the Prosperity Meeting. Specifically, the Prosperity Board will present for the consideration of Prosperity shareholders a proposal to approve this Agreement and the issuance of Prosperity Shares in connection with the Merger. The Prosperity Board will: (i) cause proper notice of the Prosperity Meeting to be given to the Prosperity shareholders in compliance with applicable Law; (ii) distribute to the Prosperity shareholders the Proxy Statement; and (iii) recommend by the affirmative vote of the Prosperity Board a vote in favor of approval of the proposals set forth in this Section 1.08(D) (the “Prosperity Board Recommendation”) and use reasonable best efforts to obtain the Requisite Prosperity Shareholder Approval. Prosperity shall prepare and deliver (at its expense) the Proxy Statement to its shareholders as promptly as practicable after the date that the Registration Statement is declared effective and a final prospectus (relating to the Registration Statement) and Proxy Statement is on file with the SEC before such mailing, and shall hold the Prosperity Meeting as promptly as practicable thereafter and in any event on or before the 60th day after the date that the Registration Statement is declared effective. Neither Prosperity nor the Prosperity Board nor any committee thereof shall withhold, withdraw or modify in any manner adverse to Legacy or propose publicly to withhold, withdraw or modify in any manner adverse to Legacy, the Prosperity Board Recommendation or approval, recommendation or declaration of advisability by Prosperity, the Prosperity Board or any such committee thereof with respect to this Agreement or the transactions contemplated hereby. (E) Nothing contained in this Section 1.08 shall prohibit Legacy from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making a statement contemplated by Item 1012(a) of Regulation M-A or Rule 14d-9 promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder; provided, however, that compliance with such rules shall not in any way limit or modify the effect that any action taken pursuant to such rules has under any other provision of this Agreement; provided, further, that any such disclosure (other than a “stop, look and listen” statement pending disclosure of its position thereunder, which is followed within 10 Business Days by an unqualified public reaffirmation of the Legacy Board Recommendation) shall be deemed for all purposes of this Agreement to be a Legacy Change in Recommendation unless the Legacy Board expressly publicly reaffirms without qualification the Legacy Board Recommendation in connection with such communication.