Common use of Shareholders’ Approvals Clause in Contracts

Shareholders’ Approvals. Each of IBTX and TCBI shall call a meeting of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.

Shareholders’ Approvals. Each of IBTX and TCBI (a) CorpBanca shall (i) duly call a meeting of its shareholders (the “IBTX CorpBanca Shareholders’ Meeting” and the “TCBI Meeting,” respectively”) to be held as soon as reasonably practicable after receipt of the S-4 is declared effective, Required Regulatory Consents and the other consents required pursuant to Section 5.1(d) for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger CorpBanca Shareholder Approval and (bii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings meeting to occur as soon as reasonably practicable and on practicable; provided that the same dateParties agree to discuss in good faith following the date hereof with respect to whether to hold the CorpBanca Shareholders’ Meeting prior to the receipt of such consents. Each Except with the prior approval of IBTX and TCBI and their respective Boards Itaú Chile, no other matters shall be submitted for the approval of CorpBanca shareholders at the CorpBanca Shareholders’ Meeting. The Board of Directors of CorpBanca shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation CorpBanca Shareholder Approval. Nothing contained in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse be deemed to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice relieve CorpBanca of its outside counsel and, with respect obligation to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation for a vote on the adoption hereof. (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (Ab) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI CorpBanca shall adjourn or postpone the IBTX CorpBanca Shareholders’ Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled scheduled, there are insufficient shares of IBTX CorpBanca Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding the foregoing, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary CorpBanca shall have failed to obtain the Requisite TCBI Vote CorpBanca Shareholder Approval at the duly called CorpBanca Shareholders’ Meeting, or the Requisite IBTX Voteany adjournment or postponement thereof, and subject or any additional meeting of CorpBanca shareholders called pursuant to the terms and conditions clause (ii) of this Agreement (including the immediately preceding sentenceSection 4.4(b)), TCBI or IBTX, as applicable, each of the Parties shall continue to in good faith use its reasonable best efforts to solicit proxies from (i) negotiate a restructuring of the transactions provided for herein (it being understood that no Party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to CorpBanca Common Stock Holders as provided for in this Agreement, in a manner adverse to such Party or its Affiliates) and/or (ii) resubmit this Agreement and the transactions contemplated hereby (or as restructured pursuant to this Section 4.4(b)) to the CorpBanca Common Stock Holders for approval. Notwithstanding the foregoing, the CorpBanca Shareholders’ Meeting need not be called or held during the pendency of any breach of this Agreement by an Itaú Party or other circumstances (not caused by Corp Group Parties) that, if uncured on the Closing Date, would result in any of the closing conditions contained in Section 5.1 (other than 5.1(a)) or 5.2 (other than 5.2(c)) not being satisfied; provided that CorpBanca shall have notified the applicable Itaú Party in writing of such breach and its determination not to call or hold the CorpBanca Shareholder’s Meeting pending such breach being cured. (c) Itaú Chile shall (i) duly call a meeting of its shareholders (the “Itaú Chile Shareholders’ Meeting”) to be held as soon as reasonably practicable after receipt of the Required Regulatory Consents and as provided in order the Chilean Merger Steps for the purpose of obtaining the Itaú Chile Shareholder Approval and (ii) cause such meeting to occur as soon as reasonably practicable; provided that the Parties agree to discuss in good faith following the date hereof with respect to whether to hold the Itaú Chile Shareholders’ Meeting prior to the receipt of such consents. Except with the prior approval of CorpBanca, no other matters shall be submitted for the approval of Itaú Chile shareholders at the Itaú Bank Chile Shareholders’ Meeting. The Board of Directors of Itaú Chile shall use its reasonable best efforts to obtain the Requisite TCBI Vote Itaú Chile Shareholder Approval. Nothing in this Agreement shall be deemed to relieve Itaú Chile of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof. (d) If the Consent and Agreement is executed pursuant to Section 1.6(i), after the approval or denial of the Requisite IBTX VoteCorpBanca Colombia-Helm Merger by the SFC, respectivelybut in any case as soon as reasonably practicable as provided in the Colombian Merger Steps, CorpBanca Colombia shall duly call a meeting of its shareholders (the “CorpBanca Colombia Shareholders’ Meeting”) to be held as soon as reasonably practicable as provided in the Colombian Merger Steps for the purpose of obtaining the CorpBanca Colombia Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable; provided that the Parties agree to discuss in good faith following the date hereof with respect to whether to hold the CorpBanca Colombia Shareholders’ Meeting prior to the receipt of such consents. Except with the prior approval of Itaú Colombia, no other matters shall be submitted for the approval of CorpBanca Colombia shareholders at the CorpBanca Colombia Shareholders’ Meeting. If the Consent and Agreement is executed pursuant to Section 1.6(i), the Board of Directors of CorpBanca Colombia shall use its reasonable best efforts to obtain the CorpBanca Colombia Shareholder Approval, and nothing contained in this Agreement shall be deemed to relieve CorpBanca Colombia of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof. (e) CorpBanca Colombia shall adjourn or postpone the CorpBanca Colombia Shareholders’ Meeting if, as of the time for which such meeting is originally scheduled there are insufficient shares of CorpBanca Colombia Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding the foregoing, if CorpBanca Colombia shall have failed to obtain the CorpBanca Colombia Shareholder Approval at the duly called CorpBanca Colombia Shareholders’ Meeting, or any adjournment or postponement thereof, or any additional meeting of CorpBanca Colombia shareholders called pursuant to clause (ii) of this Section 4.4(e)), each of the Parties shall in good faith use its reasonable best efforts to (i) negotiate a restructuring of the transactions provided for herein (it being understood that no Party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to holders of CorpBanca Colombia Common Stock as provided for in this Agreement, in a manner adverse to such Party or its Affiliates) and/or (ii) resubmit the transactions contemplated hereby (or as restructured pursuant to this Section 4.4(e)) to the holders of CorpBanca Colombia Common Stock (and the holders of preferred stock of CorpBanca Colombia, if any) for approval. (f) If the Consent and Agreement is executed pursuant to Section 1.6(i), after approval or denial of the CorpBanca Colombia-Helm Merger by the SFC, but in any case as soon as reasonably practicable as provided in the Colombian Transaction Steps, Itaú Colombia shall duly call a meeting of its shareholders (the “Itaú Colombia Shareholders’ Meeting”) to be held as soon as reasonably practicable as provided in the Colombian Transaction Steps for the purpose of obtaining the Itaú Colombia Shareholder Approval and shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable; provided that the Parties agree to discuss in good faith following the date hereof with respect to whether to hold the Itaú Colombia Shareholders’ Meeting prior to the receipt of such consents. Except with the prior approval of CorpBanca Colombia, no other matters shall be submitted for the approval of Itaú Colombia shareholders at the Itaú Colombia Shareholders’ Meeting. If the Consent and Agreement is executed pursuant to Section 1.6(i), the Board of Directors of Itaú Colombia shall use its reasonable best efforts to obtain the Itaú Colombia Shareholder Approval, and nothing in this Agreement shall be deemed to relieve Itaú Colombia of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof. Notwithstanding anything to the contrary herein, but subject in lieu of convening the Itaú Colombia Shareholders’ Meeting, Itaú Colombia may, to the obligation extent permitted by applicable Law and its Organizational Documents, deliver a written consent of its sole shareholder setting forth the Itaú Colombia Shareholder Approval. (g) At any CorpBanca Shareholders’ Meeting or any CorpBanca Colombia Shareholders’ Meeting, or in connection with any written consent of the CorpBanca Common Stock Holders or the holders of CorpBanca Colombia Common Stock, Corp Group Parent will vote its shares of CorpBanca Common Stock and CorpBanca Colombia Common Stock, and Corp Group Parent will cause CorpBanca Colombia to vote its shares of CorpBanca Colombia Common Stock, and CorpBanca will vote its shares of CorpBanca Colombia Common Stock, in each case (i) in favor of the Transactions, as applicable, and any proposal to adjourn or postpone such meeting the CorpBanca Shareholders’ Meeting or the CorpBanca Colombia Shareholders’ Meeting to a later date if there are not sufficient votes to obtain the CorpBanca Shareholder Approval or the CorpBanca Colombia Shareholder Approval, as set forth in the immediately preceding sentenceapplicable, unless this Agreement has been terminated in accordance with and (ii) against any Contract, transaction or proposal that relates to an Acquisition Proposal. Each of Corp Group Parent and CorpBanca agrees that it will not (A) sell, short sell, transfer, assign, tender or otherwise dispose of any of its termsshares of CorpBanca Common Stock or CorpBanca Colombia Common Stock, as applicable, (xa “Transfer”) in a manner that would result in Corp Group Parent or CorpBanca, as applicable, not having the IBTX Meeting shall be convened full and this Agreement shall be submitted exclusive ability to vote such shares, (B) take any action that would result in Corp Group Parent or CorpBanca, as applicable, not having full and exclusive power to vote the shares (whether through delivery of a proxy to a third Person, entry into a voting agreement, depositing such shares into a voting trust or otherwise) or (C) enter into any Contract with respect to any such action or Transfer; provided that the foregoing limitations will not apply to the shareholders incurrence of IBTX at any Lien not prohibited to be incurred under the IBTX Shareholders’ Agreement. (h) At any Itaú Chile Shareholders’ Meeting or any Itaú Colombia Shareholders’ Meeting, or in connection with any written consent of the holders of Itaú Chile Common Stock or Itaú Colombia Common Stock Holders, Itaú Parent shall cause its applicable Affiliates to vote their shares of Itaú Chile Common Stock and Itaú Colombia Common Stock (i) in favor of the Transactions, as applicable, and any proposal to adjourn or postpone the Itaú Chile Shareholders’ Meeting or the Itaú Colombia Shareholders’ Meeting to a later date if there are not sufficient votes to obtain the Itaú Chile Shareholder Approval or the Itaú Colombia Shareholder Approval, as applicable, and (yii) against any Contract, transaction or proposal that relates to an Acquisition Proposal. Each of Itaú Parent and Itaú Chile agrees that it will not (A) Transfer any of its shares of Itaú Chile Common Stock or Itaú Colombia Common Stock, as applicable, in a manner that would result in Itaú Chile and its Affiliates not having the TCBI Meeting shall be convened full and this Agreement shall be submitted exclusive ability to vote such shares, or (B) take any action that would result in Itaú Chile and its Affiliates not having full and exclusive power to vote the shares (whether through delivery of a proxy to a third Person, entry into a voting agreement, depositing such shares into a voting trust or otherwise) or (C) enter into any Contract with respect to any such action or Transfer; provided that the foregoing limitations will not apply to the shareholders incurrence of TCBI at any Lien not prohibited to be incurred under the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligationShareholders’ Agreement.

Shareholders’ Approvals. (a) Each of IBTX Parent and TCBI the Company shall call a meeting of its shareholders (the “IBTX Parent Meeting” and the “TCBI Company Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Company Vote and the Requisite IBTX Parent Vote required in connection with this Agreement Agreement, the First-Step Merger and the issuance of shares of Parent Common Stock in connection with the First-Step Merger and (b) and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or otherwise approve the transactions contemplated therebyhereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon promptly as reasonably practicable and on the same date. Each of IBTX . (b) Subject to Section 6.3(c) and TCBI and their respective Boards Section 6.3(d), as applicable, the Board of Directors of each of Parent and the Company shall use its reasonable best efforts to obtain from the shareholders of IBTX Parent and TCBIthe Company, as applicablethe case may be, the Requisite IBTX Vote Parent Vote, in the case of Parent, and the Requisite TCBI Company Vote, as applicablein the case of the Company, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) thatthat such shareholders approve (i) this Agreement and the transactions contemplated hereby, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”)Company, and (ii) the issuance of shares of Parent Common Stock in connection with the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board RecommendationFirst-Step Merger, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, Parent. (iic) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject Subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBIParent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make recommend this Agreement, then in submitting this Agreement to its shareholders, the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, Parent may (but shall not be required to) submit this Agreement to its Parent’s shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors of Parent may communicate the basis for its lack of a recommendation to Parent’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. (d) Subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may (but shall not be required to) submit this Agreement to the Company’s shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its the Company’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors of the Company may not take any actions under this sentence Section 6.3(d) in connection with an Acquisition Proposal unless it (Ai) such Acquisition Proposal did not result from a breach by the Company of Section 6.12; (ii) such Acquisition Proposal constitutes a Superior Proposal; (iii) the Company gives the other party Parent at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action action, including its basis for determining that such Acquisition Proposal constitutes a Superior Proposal (including, in the event such action is taken in response to an Acquisition Proposal, including the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Biv) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by Parent (it being understood that Parent shall not have any obligation to propose any adjustments, modifications or amendments to the other party andterms and conditions of this Agreement), and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, again determines in good faith that such Acquisition Proposal constitutes a Superior Proposal and that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 6.3(d) and will require a new determination and notice period as referred to in this Section 6.3. IBTX 6.3(d). (e) Parent or TCBI the Company shall adjourn or postpone the IBTX Parent Meeting or the TCBI Company Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Parent Common Stock or TCBI Company Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI the Company or IBTXParent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Company Vote or the Requisite IBTX VoteParent Vote (it being understood that, and subject (i) if Parent, pursuant to the terms and conditions of Section 6.3(c), submits this Agreement to Parent’s shareholders without recommendation, or if (including ii) the immediately preceding sentenceCompany, pursuant to Section 6.3(d), TCBI submits this Agreement to Company’s shareholders without recommendation, an adjournment or IBTXpostponement of the meeting due to an insufficient quorum or the failure to obtain the Requisite Company Vote or the Requisite Parent Vote, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectivelynot be required by this Section 6.3(e)). Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Parent Meeting and the Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Parent and the Company at the IBTX Parent Meeting and (y) the TCBI Meeting shall be convened and Company Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders issuance of TCBI at shares of Parent Common Stock in connection with the TCBI MeetingFirst-Step Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Parent or TCBI the Company of such obligation.

Shareholders’ Approvals. Each of IBTX First Horizon and TCBI IBKC shall call call, give notice of, convene and hold a meeting of its shareholders (the “IBTX First Horizon Meeting” and the “TCBI IBKC Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI First Horizon Vote and the Requisite IBTX Vote IBKC Vote, respectively, required in connection with this Agreement and the Merger Merger, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI IBKC and IBTX First Horizon shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datedate and at the same time, and to set the same record date for each such meeting. Each of IBTX First Horizon and TCBI IBKC and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX First Horizon and TCBIIBKC, as applicablerespectively, the Requisite IBTX First Horizon Vote and the Requisite TCBI IBKC Vote, as applicablerespectively, including by communicating to the respective shareholders of IBTX First Horizon and TCBI IBKC its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXFirst Horizon, the shareholders of IBTX First Horizon approve this Agreement and the First Horizon Charter Amendment (the “IBTX First Horizon Board Recommendation”), and in the case of TCBIIBKC, that the shareholders of TCBI IBKC approve this Agreement (the “TCBI IBKC Board Recommendation”), IBTX First Horizon and each of IBTX First Horizon and TCBI IBKC and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, (ii) fail to make the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal Proposal, or (B) reaffirm the IBTX First Horizon Board Recommendation, in the case of IBTXFirst Horizon, or the TCBI IBKC Board Recommendation, in the case of TCBIIBKC, in each case case, within ten (10) business days (or such fewer number of days as remains prior to the IBTX First Horizon Meeting or the TCBI IBKC Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX First Horizon or TCBIIBKC, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX First Horizon Board Recommendation or the TCBI IBKC Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXFirst Horizon, prior to the receipt of the Requisite IBTX First Horizon Vote, and in the case of TCBIIBKC, prior to the receipt of the Requisite TCBI IBKC Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) ), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX First Horizon Board Recommendation or TCBI IBKC Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX First Horizon or TCBI IBKC shall adjourn or postpone the IBTX First Horizon Meeting or the TCBI IBKC Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX First Horizon Common Stock or TCBI IBKC Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI IBKC or IBTXFirst Horizon, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI IBKC Vote or the Requisite IBTX First Horizon Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI IBKC or IBTXFirst Horizon, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI IBKC Vote or the Requisite IBTX First Horizon Vote, respectively. Notwithstanding anything to the contrary hereinin this Agreement, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX First Horizon Meeting shall be convened and this Agreement and the First Horizon Charter Amendment shall be submitted to the shareholders of First Horizon at the First Horizon Meeting, and (y) the IBKC Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX IBKC at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI IBKC Meeting, and nothing contained herein in this Agreement shall be deemed to relieve either IBTX First Horizon or TCBI IBKC of such obligation.

Shareholders’ Approvals. Each of IBTX First Financial and TCBI MainSource shall call a meeting of its shareholders (the “IBTX First Financial Meeting” and the “TCBI MainSource Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI MainSource Vote and the Requisite IBTX First Financial Vote required in connection with this Agreement and the Merger and (b) and, and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to adopt a merger agreement or the transactions contemplated therebyagreement, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur on the same day and at the same time as soon as reasonably practicable after the date of this Agreement, and on to set the same daterecord date for each such meeting. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of First Financial and MainSource shall use its reasonable best efforts to obtain from the shareholders of IBTX First Financial and TCBIMainSource, as applicablethe case may be, the Requisite IBTX Vote First Financial Vote, in the case of First Financial, and the Requisite TCBI MainSource Vote, as applicablein the case of MainSource, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX that they adopt and approve this Agreement (and the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX MainSource or TCBIFirst Financial, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may (but shall not be required to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three seven (37) business calendar days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of MainSource in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, and a copy thereof if in writing and any related documentation or describe in reasonable detail such other event or circumstancescorrespondence) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX First Financial or TCBI MainSource shall adjourn or postpone the IBTX First Financial Meeting or the TCBI MainSource Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX First Financial Common Stock or TCBI MainSource Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI MainSource or IBTXFirst Financial, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI MainSource Vote or the Requisite IBTX First Financial Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX First Financial Meeting and MainSource Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of First Financial and MainSource at the IBTX First Financial Meeting and (y) the TCBI Meeting shall be convened and MainSource Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders of TCBI at the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX First Financial or TCBI MainSource of such obligation.

Shareholders’ Approvals. Each of IBTX BB&T and TCBI SunTrust shall call a meeting of its shareholders (the “IBTX BB&T Meeting” and the “TCBI SunTrust Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI SunTrust Vote and the Requisite IBTX BB&T Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI SunTrust and IBTX BB&T shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX BB&T and TCBI SunTrust and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX BB&T and TCBISunTrust, as applicable, the Requisite IBTX BB&T Vote and the Requisite TCBI SunTrust Vote, as applicable, including by communicating to the respective shareholders of IBTX BB&T and TCBI SunTrust its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXBB&T, the shareholders of IBTX BB&T approve this Agreement (the “IBTX BB&T Board Recommendation”), and in the case of TCBISunTrust, that the shareholders of TCBI SunTrust approve this Agreement (the “TCBI SunTrust Board Recommendation”), IBTX BB&T and each of IBTX BB&T and TCBI SunTrust and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX BB&T Board Recommendation, in the case of IBTXBB&T, or the TCBI SunTrust Board Recommendation, in the case of TCBISunTrust, (ii) fail to make the IBTX BB&T Board Recommendation, in the case of IBTXBB&T, or the TCBI SunTrust Board Recommendation, in the case of TCBISunTrust, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX BB&T Board Recommendation, in the case of IBTXBB&T, or the TCBI SunTrust Board Recommendation, in the case of TCBISunTrust, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX BB&T Meeting or the TCBI SunTrust Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX BB&T or TCBISunTrust, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BB&T Board Recommendation or the TCBI SunTrust Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXBB&T, prior to the receipt of the Requisite IBTX BB&T Vote, and in the case of TCBISunTrust, prior to the receipt of the Requisite TCBI SunTrust Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BB&T Board Recommendation or TCBI SunTrust Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX BB&T or TCBI SunTrust shall adjourn or postpone the IBTX BB&T Meeting or the TCBI SunTrust Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX BB&T Common Stock or TCBI SunTrust Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI SunTrust or IBTXBB&T, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI SunTrust Vote or the Requisite IBTX BB&T Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX BB&T Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX BB&T at the IBTX BB&T Meeting and (y) the TCBI SunTrust Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI SunTrust at the TCBI SunTrust Meeting, and nothing contained herein shall be deemed to relieve either IBTX BB&T or TCBI SunTrust of such obligation.

Shareholders’ Approvals. Each of IBTX HRB and TCBI Xenith shall call a meeting of its shareholders (the “IBTX HRB Meeting” and the “TCBI Xenith Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Xenith Vote and the Requisite IBTX HRB Vote required in connection with this Agreement and the Merger and (b) Merger, the Requisite HRB Name Change Vote and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of to approve a merger agreement or the transactions contemplated therebyagreement, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of HRB and Xenith shall use its reasonable best efforts to obtain from the shareholders of IBTX HRB and TCBIXenith, as applicablethe case may be, the Requisite IBTX Vote HRB Vote, in the case of HRB, and the Requisite TCBI Xenith Vote, as applicablein the case of Xenith, including including, except to the extent otherwise provided herein, by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, that they approve this Agreement and the Plan of Merger and the transactions contemplated hereby (in the case of IBTXXenith, the shareholders “Xenith Board Recommendation” and in the case of IBTX approve this Agreement (HRB, the “IBTX HRB Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withholdfail to make, withdraw, modify or qualify in a manner adverse to the other party or make any public statement inconsistent with, the IBTX Xenith Board Recommendation, in the case of IBTXXenith, or the TCBI HRB Board Recommendation, in the case of TCBI, HRB (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Xenith or TCBIHRB, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in its good faith business judgement that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX such Xenith Board Recommendation or the TCBI HRB Board Recommendation, as applicablethe case may be, to its shareholders (and, in the event such determination is made by the Board of Directors of Xenith in response to a Xenith Acquisition Proposal, the Xenith Board of Directors has taken into account the expected timing of, regulatory considerations related to and the form of consideration offered in such Xenith Acquisition Proposal), such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may submit this Agreement and the Plan of Merger to its shareholders without recommendation (although the resolutions approving adopting this Agreement and the Plan of Merger as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may shall communicate the basis for its lack of a recommendation Recommendation Change to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three five (35) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of Xenith in response to an a Xenith Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Xenith Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in its good faith business judgment that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Xenith Board Recommendation or TCBI HRB Board Recommendation, as the case may be. Any material amendment to any Xenith Acquisition Proposal will be deemed to be a new Xenith Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3; provided that such notice period shall be three (3) business days. IBTX HRB or TCBI shall Xenith may adjourn or postpone the IBTX HRB Meeting or the TCBI Xenith Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX HRB Common Stock or TCBI Xenith Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Xenith or IBTXHRB, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Xenith Vote or the Requisite IBTX HRB Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX HRB Meeting and Xenith Meeting shall be convened and this Agreement and the Plan of Merger shall be submitted to the shareholders of IBTX each of HRB and Xenith at the IBTX HRB Meeting and (y) the TCBI Meeting shall be convened and Xenith Meeting, respectively, for the purpose of voting on the approval of this Agreement shall be submitted to and the shareholders Plan of TCBI at Merger and the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX HRB or TCBI Xenith of such obligation.

Shareholders’ Approvals. Each of IBTX Allegiance and TCBI CBTX shall call a meeting of its shareholders (the “IBTX Allegiance Meeting” and the “TCBI CBTX Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Allegiance Vote and the Requisite IBTX CBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI Allegiance and IBTX CBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX Allegiance and TCBI CBTX and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX Allegiance and TCBICBTX, as applicable, the Requisite IBTX Allegiance Vote and the Requisite TCBI CBTX Vote, as applicable, including by communicating to the respective shareholders of IBTX Allegiance and TCBI CBTX its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXAllegiance, the shareholders of IBTX Allegiance approve this Agreement (the “IBTX Allegiance Board Recommendation”), and in the case of TCBICBTX, that the shareholders of TCBI CBTX approve this Agreement (the “TCBI CBTX Board Recommendation”), IBTX and each of IBTX Allegiance and TCBI CBTX and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Allegiance Board Recommendation, in the case of IBTXAllegiance, or the TCBI CBTX Board Recommendation, in the case of TCBI, CBTX; (ii) fail to make the IBTX Allegiance Board Recommendation, in the case of IBTXAllegiance, or the TCBI CBTX Board Recommendation, in the case of TCBICBTX, in the Joint Proxy Statement, ; (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, ; (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Allegiance Board Recommendation, in the case of IBTXAllegiance, or the TCBI CBTX Board Recommendation, in the case of TCBICBTX, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Allegiance Meeting or the TCBI CBTX Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, ; or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Allegiance or TCBICBTX, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Allegiance Board Recommendation or the TCBI CBTX Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXAllegiance, prior to the receipt of the Requisite IBTX Allegiance Vote, and in the case of TCBICBTX, prior to the receipt of the Requisite TCBI CBTX Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided law; provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three four (34) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Allegiance Board Recommendation or TCBI CBTX Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Allegiance or TCBI CBTX shall adjourn or postpone the IBTX Allegiance Meeting or the TCBI CBTX Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Allegiance Common Stock or TCBI CBTX Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI CBTX or IBTXAllegiance, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI CBTX Vote or the Requisite IBTX Allegiance Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI CBTX or IBTXAllegiance, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI CBTX Vote or the Requisite IBTX Allegiance Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Allegiance Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX Allegiance at the IBTX Allegiance Meeting and (y) the TCBI CBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI CBTX at the TCBI CBTX Meeting, and nothing contained herein shall be deemed to relieve either IBTX Allegiance or TCBI CBTX of such obligation.

Shareholders’ Approvals. Each of IBTX Yadkin and TCBI NewBridge shall call a meeting of its shareholders (the “IBTX Yadkin Meeting” and the “TCBI NewBridge Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI NewBridge Vote and the Requisite IBTX Yadkin Vote required in connection with this Agreement and the Merger and (b) and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or otherwise approve the transactions contemplated therebyhereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of Yadkin and NewBridge shall use its reasonable best efforts to obtain from the shareholders of IBTX Yadkin and TCBINewBridge, as applicablethe case may be, the Requisite IBTX Vote Yadkin Vote, in the case of Yadkin, and the Requisite TCBI NewBridge Vote, as applicablein the case of NewBridge, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) thatthat they approve (i) this Agreement and the transactions contemplated hereby, in the case of IBTX, NewBridge and (ii) the shareholders issuance of IBTX approve this Agreement (shares of Yadkin Common Stock in connection with the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board RecommendationMerger, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)Yadkin. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX NewBridge or TCBIYadkin, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may (but shall not be required to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of NewBridge in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Yadkin or TCBI NewBridge shall adjourn or postpone the IBTX Yadkin Meeting or the TCBI NewBridge Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Yadkin Common Stock or TCBI NewBridge Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI NewBridge or IBTXYadkin, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI NewBridge Vote or the Requisite IBTX Yadkin Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Yadkin Meeting and NewBridge Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Yadkin and NewBridge at the IBTX Yadkin Meeting and (y) the TCBI Meeting shall be convened and NewBridge Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders issuance of TCBI at shares of Yadkin Common Stock in connection with the TCBI MeetingMerger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Yadkin or TCBI NewBridge of such obligation.

Shareholders’ Approvals. Each of IBTX Green and TCBI Patriot shall call a meeting of its shareholders (the “IBTX Green Meeting” and the “TCBI Patriot Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Patriot Vote and the Requisite IBTX Green Vote required in connection with this Agreement and the Merger and (b) and, and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to adopt a merger agreement or the transactions contemplated therebyagreement, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of Green and Patriot shall use its reasonable best efforts to obtain from the shareholders of IBTX Green and TCBIPatriot, as applicablethe case may be, the Requisite IBTX Vote Green Vote, in the case of Green, and the Requisite TCBI Patriot Vote, as applicablein the case of Patriot, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) thatthat they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”)Patriot, and (ii) the issuance of the shares of Green Common Stock in connection with the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board RecommendationMerger, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)Green. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Patriot or TCBIGreen, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may (but shall not be required to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of Patriot in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Green or TCBI Patriot shall adjourn or postpone the IBTX Green Meeting or the TCBI Patriot Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Green Common Stock or TCBI Patriot Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Patriot or IBTXGreen, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Patriot Vote or the Requisite IBTX Green Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Green Meeting and Patriot Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Green and Patriot at the IBTX Green Meeting and (y) the TCBI Meeting shall be convened and Patriot Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders issuance of TCBI at the TCBI Meetingshares of Green Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Green or TCBI Patriot of such obligation.

Shareholders’ Approvals. Each of IBTX and TCBI (a) Atlantic Capital shall call cause a meeting of its shareholders (the “IBTX Atlantic Capital Meeting” and the “TCBI Meeting,” respectively”) to be duly called and held as soon as reasonably practicable (but in no event later than 40 days after the S-4 is declared effective), for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Atlantic Capital Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreedagreed by South State, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Subject to Section 6.4(b), Atlantic Capital and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards Board of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, Atlantic Capital the Requisite IBTX Vote and the Requisite TCBI Atlantic Capital Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI Atlantic Capital its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, that the shareholders of IBTX Atlantic Capital approve this Agreement and the transactions contemplated hereby (the “IBTX Atlantic Capital Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Atlantic Capital and its Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to South State the other party the IBTX Atlantic Capital Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Atlantic Capital Board Recommendation, Recommendation in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal Proposal, or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing actions described in clauses (any of the foregoing i) through (iii) a “Recommendation Change”) or (iv) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) providing for an Acquisition Proposal (an “Alternative Acquisition Agreement”). However. (b) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Atlantic Capital Vote, and in the case Board of TCBI, prior to the receipt Directors of the Requisite TCBI Vote, Atlantic Capital may submit this Agreement to its shareholders without recommendation (which, for the avoidance of doubt, shall constitute a “Recommendation Change”), in which event the Board of Directors of Atlantic Capital may communicate the basis for its lack of recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such if (i)(A) the Board of Directors may communicate of Atlantic Capital has received after the basis for its lack date hereof a bona fide Acquisition Proposal which did not result from a breach of a recommendation to its shareholders Section 6.14(a), which it believes in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party andgood faith, after receiving the advice of its outside counsel andand its financial advisors, constitutes a Superior Proposal (in which event, subject to compliance with the entirety of this Section 6.4(b) and prior to the receipt of the Requisite Atlantic Capital Vote, the Board of Directors of Atlantic Capital may cause Atlantic Capital to terminate this Agreement pursuant to Section 8.1(g) in order to enter into an Alternative Acquisition Agreement with respect to financial matterssuch Superior Proposal) or (B) an Intervening Event has occurred, and (ii) the Board of Directors of Atlantic Capital, after receiving the advice of its outside counsel and its financial advisors, determines in good faith that it failure to take such actions would nevertheless more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendationlaw, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may beeach case, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stockbut only if, as the case may be, represented (either 1) Atlantic Capital has complied in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentenceall material respects with Section 6.14(a), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.2)

Shareholders’ Approvals. Each Company shall, in accordance with applicable laws, the Company Articles and the Company Bylaws, call, give notice of IBTX and TCBI shall call convene a meeting of its shareholders (the “IBTX Meeting” and the “TCBI Company Meeting,” respectively”) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Company Vote required in connection with this Agreement and the Merger and (b) and, and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datemerger. Each of IBTX and TCBI and their respective Boards The Board of Directors of Company shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, Company the Requisite IBTX Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective its shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX that they adopt and approve this Agreement (and the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBICompany, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make recommend this Agreement, then in submitting this Agreement to its shareholders, the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in of the case of IBTXCompany may (but shall not be required to), prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Company Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors of the Company may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors of the Company may not take any actions under this sentence unless (i) it (A) gives the other party Purchaser at least three five (35) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, and a copy thereof if in writing and any related documentation or describe in reasonable detail such other event or circumstancescorrespondence) and (Bii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by the other party and, Purchaser and after 000-0000-0000/10/AMERICAS receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI Company shall adjourn or postpone the IBTX Meeting or the TCBI Company Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled scheduled, there are insufficient shares of IBTX Company Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, Company has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Company Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI or IBTX, as applicable, Company shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Company Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX Company at the IBTX Company Meeting and (y) for the TCBI Meeting shall be convened and purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders of TCBI at the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX or TCBI Company of such obligation.

Shareholders’ Approvals. Each of IBTX and TCBI (a) CorpBanca shall (i) duly call a meeting of its shareholders (the “IBTX CorpBanca Shareholders’ Meeting” and the “TCBI Meeting,” respectively”) to be held as soon as reasonably practicable after receipt of the S-4 is declared effective, Required Regulatory Consents and the other consents required pursuant to Section 5.1(d) for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger CorpBanca Shareholder Approval and (bii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings meeting to occur as soon as reasonably practicable and on practicable; provided that the same dateParties agree to discuss in good faith following the date hereof with respect to whether to hold the CorpBanca Shareholders’ Meeting prior to the receipt of such consents. Each Except with the prior approval of IBTX and TCBI and their respective Boards Itaú Chile, no other matters shall be submitted for the approval of CorpBanca shareholders at the CorpBanca Shareholders’ Meeting. The Board of Directors of CorpBanca shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation CorpBanca Shareholder Approval. Nothing contained in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse be deemed to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice relieve CorpBanca of its outside counsel and, with respect obligation to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation for a vote on the adoption hereof. (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (Ab) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI CorpBanca shall adjourn or postpone the IBTX CorpBanca Shareholders’ Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled scheduled, there are insufficient shares of IBTX CorpBanca Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding the foregoing, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary CorpBanca shall have failed to obtain the Requisite TCBI Vote CorpBanca Shareholder Approval at the duly called CorpBanca Shareholders’ Meeting, or the Requisite IBTX Voteany adjournment or postponement thereof, and subject or any additional meeting of CorpBanca shareholders called pursuant to the terms and conditions clause (ii) of this Agreement (including the immediately preceding sentenceSection 4.4(b)), TCBI or IBTX, as applicable, each of the Parties shall continue to in good faith use its reasonable best efforts to solicit proxies from (i) negotiate a restructuring of the transactions provided for herein (it being understood that no Party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to CorpBanca Common Stock Holders as provided for in this Agreement, in a manner adverse to such Party or its Affiliates) and/or (ii) resubmit this Agreement and the transactions contemplated hereby (or as restructured pursuant to this Section 4.4(b)) to the CorpBanca Common Stock Holders for approval. Notwithstanding the foregoing, the CorpBanca Shareholders’ Meeting need not be called or held during the pendency of any breach of this Agreement by an Itaú Party or other circumstances (not caused by Corp Group Parties) that, if uncured on the Closing Date, would result in any of the closing conditions contained in Section 5.1 (other than 5.1(a)) or 5.2 (other than 5.2(c)) not being satisfied; provided that CorpBanca shall have notified the applicable Itaú Party in writing of such breach and its determination not to call or hold the CorpBanca Shareholder’s Meeting pending such breach being cured. (c) Itaú Chile shall (i) duly call a meeting of its shareholders (the “Itaú Chile Shareholders’ Meeting”) to be held as soon as reasonably practicable after receipt of the Required Regulatory Consents and as provided in order the Chilean Merger Steps for the purpose of obtaining the Itaú Chile Shareholder Approval and (ii) cause such meeting to obtain occur as soon as reasonably practicable; provided that the Requisite TCBI Vote or Parties agree to discuss in good faith following the Requisite IBTX Vote, respectively. Notwithstanding anything date hereof with respect to whether to hold the Itaú Chile Shareholders’ Meeting prior to the contrary hereinreceipt of such consents. Except with the prior approval of CorpBanca, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement no other matters shall be submitted to for the approval of Itaú Chile shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.Itaú Bank Chile Shareholders’

Shareholders’ Approvals. (a) Each of IBTX Parent and TCBI Target shall call a meeting of its shareholders (the “IBTX Parent Meeting” and the “TCBI Target Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Target Vote and the Requisite IBTX Parent Vote required in connection with this Agreement and the Merger and (b) and, and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to adopt a merger agreement or the transactions contemplated therebyagreement, and each of TCBI and IBTX shall use its commercially reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards . (b) The Board of Directors of each of Parent and Target shall use its commercially reasonable best efforts to obtain from the shareholders of IBTX Parent and TCBITarget, as applicablethe case may be, the Requisite IBTX Vote Parent Vote, in the case of Parent, and the Requisite TCBI Target Vote, as applicablein the case of Target, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) thatthat they adopt and approve (i) this Agreement and the transactions contemplated hereby, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”)Target, and (ii) the issuance of the shares of Parent Common Stock in connection with the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board RecommendationMerger, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, Parent. (iic) fail Subject to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section Sections 8.1 and Section 8.2, if the Board of Directors of IBTX Target or TCBIParent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law Law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may (but shall not be required to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by lawLaw; provided provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three (3) business daysBusiness Days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of Target in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law Law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Parent or TCBI Target shall adjourn or postpone the IBTX Parent Meeting or the TCBI Target Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Parent Common Stock or TCBI Target Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Target or IBTXParent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Target Vote or the Requisite IBTX Parent Vote, and subject to the terms and conditions of this Agreement . (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. d) Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Parent Meeting and Target Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Parent and Target at the IBTX Parent Meeting and (y) the TCBI Meeting shall be convened and Target Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders issuance of TCBI at the TCBI Meetingshares of Parent Common Stock in connection with the Merger, as applicable, and the other matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Parent or TCBI Target of such obligation.

Shareholders’ Approvals. Each of IBTX First Financial and TCBI MainSource shall call a meeting of its shareholders (the “IBTX First Financial Meeting” and the “TCBI MainSource Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI MainSource Vote and the Requisite IBTX First Financial Vote required in connection with this Agreement and the Merger and (b) and, and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to adopt a merger agreement or the transactions contemplated therebyagreement, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur on the same day and at the same time as soon as reasonably practicable after the date of this Agreement, and on to set the same daterecord date for each such meeting. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of First Financial and MainSource shall use its reasonable best efforts to obtain from the shareholders of IBTX First Financial and TCBIMainSource, as applicablethe case may be, the Requisite IBTX Vote First Financial Vote, in the case of First Financial, and the Requisite TCBI MainSource Vote, as applicablein the case of MainSource, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX that they adopt and approve this Agreement (and the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX MainSource or TCBIFirst Financial, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may (but shall not be required to) submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided law; provided, that such the Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three seven (37) business calendar days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of MainSource in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, and a copy thereof if in writing and any related documentation or describe in reasonable detail such other event or circumstancescorrespondence) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX First Financial or TCBI MainSource shall adjourn or postpone the IBTX First Financial Meeting or the TCBI MainSource Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX First Financial Common Stock or TCBI MainSource Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI MainSource or IBTXFirst Financial, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI MainSource Vote or the Requisite IBTX First Financial Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject unless this Agreement has been terminated inthe Requisite First Financial Vote. Notwithstanding anything to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentencecontrary herein, unless this Agreement has been terminated in accordance with TABLE OF CONTENTS its terms, (x) each of the IBTX First Financial Meeting and MainSource Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of First Financial and MainSource at the IBTX First Financial Meeting and (y) the TCBI Meeting shall be convened and MainSource Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders of TCBI at the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX First Financial or TCBI MainSource of such obligation.

Shareholders’ Approvals. (a) Each of IBTX Umpqua and TCBI Sterling shall call a meeting take all action necessary in accordance with applicable Law and their respective articles of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) incorporation, bylaws or similar organizational documents to be held duly call, give notice of, convene and, as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before hold a meeting of its shareholders in connection with the approval of a merger agreement or the transactions contemplated therebyor, and each of TCBI and IBTX shall except as otherwise provided herein, use its reasonable best efforts to cause take such meetings other actions necessary to occur obtain the relevant shareholder approvals, in each case as soon promptly as reasonably practicable for the purpose of obtaining the Requisite Umpqua Vote, in the case of Umpqua, and on the same dateRequisite Sterling Vote, in the case of Sterling (each such meeting or any adjournment or postponement thereof, the “Umpqua Meeting” and the “Sterling Meeting”, respectively) but subject to Section 6.3(d). Each Except in the case of IBTX a Change in Board Recommendation by such party expressly permitted by this Section 6.3(a), Umpqua shall solicit, and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicableobtain, the Requisite IBTX Umpqua Vote at the Umpqua Meeting and Sterling shall solicit, and use its reasonable best efforts to obtain, the Requisite Sterling Vote at the Sterling Meeting. Except as expressly provided in this Section 6.3(a), the Board of Directors of Umpqua and Sterling shall (i) recommend to its respective shareholders the adoption and approval of this Agreement and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation transactions contemplated herein (and including such recommendation in the Joint Proxy Statement) thatincluding, in the case of IBTXUmpqua, the shareholders of IBTX approve this Agreement Articles Amendment) (the “IBTX Board Recommendation”), and (ii) include the Board Recommendation in the case Joint Proxy Statement and (iii) not approve, agree to or recommend any Acquisition Proposal or Alternative Transaction. Notwithstanding the foregoing, the Board of TCBI, that the shareholders Directors of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX Umpqua and TCBI and Sterling shall be permitted (x) not to recommend to their respective Boards of Directors shall shareholders that they give the Requisite Umpqua Vote or the Requisite Sterling Vote, as the case may be, (y) not to include the Board Recommendation in the Joint Proxy Statement and/or (iz) withhold, withdraw, to otherwise withdraw or modify or qualify in a manner adverse to the other party the IBTX Board Recommendation (the actions described in clauses (x), (y) and (z), each a “Change in Board Recommendation”), in each case in response to (1) a material event, fact, circumstance, development or occurrence which is unknown and not reasonably foreseeable to or by the Board of Directors of such party as of the date hereof (and does not relate to a Superior Proposal, which is addressed in the following clause (2)), but becomes known to or by the Board of Directors of such party prior to obtaining the Requisite Sterling Vote or Requisite Umpqua Vote, as applicable (an “Intervening Business Event”) or (2) the receipt of an unsolicited bona fide Acquisition Proposal which the Board of Directors of such party determines in its good faith judgment, after receiving the advice of outside legal counsel, is a Superior Proposal (a “Superior Proposal Event”), in each case, if and only if, the Board of Directors of such party determines in its good faith judgment, after receiving the advice of outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Prior to Umpqua or Sterling, as the case may be, making a Change in Board Recommendation, (i) in the case of IBTXa Change in Board Recommendation in connection with an Intervening Business Event, or (A) three business days shall have elapsed following delivery by such party to the TCBI other party of written notice advising the other party that such party’s Board of Directors intends to resolve to effect a Change in Board Recommendation and (B) the other party shall not have proposed adjustments to the terms and conditions hereof during such three (3) business day period (during which period the party delivering notice of its intention to effect a Change in Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments) that, in the opinion of the Board of Directors of the party proposing to effect a Change in Board Recommendation, obviate the need for such Change in Board Recommendation, and (ii) in the case of TCBIa Change in Board Recommendation in connection with a Superior Proposal Event, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or three (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (103) business days (or subject to extension as set forth below in this sentence) shall have elapsed following delivery by such fewer number of days as remains prior party to the IBTX Meeting or other party of written notice advising the TCBI Meetingother party that such party’s Board of Directors intends to resolve to effect a Change in Board Recommendation absent modification of the terms and conditions of this Agreement, as applicablewhich notice shall specify the identity of the person making such Superior Proposal and the material terms and conditions thereof and include a copy of the relevant proposed transaction agreements with the person making such Superior Proposal and all other material documents provided by such person relating thereto, (B) after an Acquisition Proposal is made public or any request assuming this Agreement was amended to reflect all adjustments to the terms and conditions hereof proposed by the other party to do sothis Agreement during such three (3) business day period (during which period the party delivering the notice of its intention to effect a Change in Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments), such Acquisition Proposal nonetheless continues, in the good faith judgment, after receiving the advice of outside legal counsel, of the Board of Directors of the party proposing to make a Change in Board Recommendation, to constitute a Superior Proposal and (C) the party delivering the notice of its intention to effect a Change in Board Recommendation shall have complied to date with its obligations set forth in this Section 6.3(a) and Section 6.11; provided, however, that following any material revision to such Superior Proposal, such party shall be required to deliver a new written notice to the other party in accordance with this sentence and to again comply with the requirements of this sentence. Notwithstanding anything to the contrary in this Agreement, (1) nothing in this Agreement shall be interpreted to excuse either party and its Board of Directors from complying with its obligation to submit this Agreement to its shareholders at the Umpqua Meeting or Sterling Meeting, as the case may be, or from complying with the obligations set forth in Section 6.3(d), and (v2) publicly propose neither party shall submit to do the vote of its shareholders any of Acquisition Proposal or Alternative Transaction other than the foregoing (any of Merger. Without limiting the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2foregoing, if the Board of Directors of IBTX Umpqua or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines Sterling has effected a Change in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or as expressly permitted by this Section 6.3(a), then the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, such party may submit this Agreement to its shareholders without recommendation the Board Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors of such party may communicate the basis for its lack of a recommendation Change in Recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto thereto. (b) For purposes of this Agreement, “Superior Proposal” means, with respect to either Sterling or Umpqua, a bona fide, unsolicited written Acquisition Proposal that is (x) for 100% of the extent required by law; provided outstanding shares of such party’s capital stock, on terms that such the Board of Directors may not take any actions under this sentence unless it of such party determines in its good faith judgment (A) gives after taking into account all the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) Proposal and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed (including any proposal by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law this Agreement to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to adjust the terms and conditions of this Agreement (Agreement), including any break-up fees, expense reimbursement provisions, conditions to and expected timing and risks of consummation, the form of consideration offered and the ability of the person making such proposal to obtain financing for such Acquisition Proposal, and after taking into account all other legal, financial, strategic, regulatory and other aspects of such proposal, including the immediately preceding sentence)identity of the person making such proposal, TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted Agreement) are more favorable from a financial point of view to its shareholders, than the shareholders of IBTX at the IBTX Meeting Merger and (y) reasonably likely, as determined by the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders Board of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI Directors of such obligationparty in its good faith judgment, to receive all necessary regulatory approvals on a timely basis.

Shareholders’ Approvals. Each of IBTX and TCBI (a) Atlantic Capital shall call cause a meeting of its shareholders (the “IBTX Atlantic Capital Meeting” and the “TCBI Meeting,” respectively”) to be duly called and held as soon as reasonably practicable (but in no event later than 40 days after the S-4 is declared effective), for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Atlantic Capital Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreedagreed by South State, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Subject to Section ‎6.4(b), Atlantic Capital and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards Board of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, Atlantic Capital the Requisite IBTX Vote and the Requisite TCBI Atlantic Capital Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI Atlantic Capital its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, that the shareholders of IBTX Atlantic Capital approve this Agreement and the transactions contemplated hereby (the “IBTX Atlantic Capital Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Atlantic Capital and its Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to South State the other party the IBTX Atlantic Capital Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Atlantic Capital Board Recommendation, Recommendation in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal Proposal, or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing actions described in clauses (any of the foregoing i) through (iii) a “Recommendation Change”) or (iv) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) providing for an Acquisition Proposal (an “Alternative Acquisition Agreement”). However. (b) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 ‎8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX‎8.2, prior to the receipt of the Requisite IBTX Atlantic Capital Vote, and in the case Board of TCBI, prior to the receipt Directors of the Requisite TCBI Vote, Atlantic Capital may submit this Agreement to its shareholders without recommendation (which, for the avoidance of doubt, shall constitute a “Recommendation Change”), in which event the Board of Directors of Atlantic Capital may communicate the basis for its lack of recommendation to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such if (i)(A) the Board of Directors may communicate of Atlantic Capital has received after the basis for date hereof a bona fide Acquisition Proposal which did not result from a breach of Section ‎6.14(a), which it believes in good faith, after receiving the advice of its lack outside counsel and its financial advisors, constitutes a Superior Proposal (in which event, subject to compliance with the entirety of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto this Section ‎6.4(b) and prior to the extent required by law; provided that such receipt of the Requisite Atlantic Capital Vote, the Board of Directors of Atlantic Capital may not cause Atlantic Capital to terminate this Agreement pursuant to Section ‎8.1(g) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal) or (B) an Intervening Event has occurred, and (ii) the Board of Directors of Atlantic Capital, after receiving the advice of its outside counsel and its financial advisors, determines in good faith that failure to take any such actions would be inconsistent with its fiduciary duties under this sentence unless it applicable law, in each case, if, but only if, (A1) gives the other party Atlantic Capital has complied in all material respects with Section ‎6.14(a), (2) Atlantic Capital delivers to South State at least three five (35) business days’ prior written notice of its intention to take such action action, and furnishes to South State a reasonable description of the event events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any person making such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstancesa copy of the proposed transaction agreement(s) and all other documents relating to such Acquisition Proposal), (B3) at prior to taking such action, Atlantic Capital negotiates, and causes its financial, legal, and other advisors to negotiate, in good faith with South State, during the end five (5) business day period following Atlantic Capital’s delivery of the notice referred to in such sub-clause (2) above (to the extent South State desires to so negotiate) any revision to the terms of this Agreement that South State desires to propose, and (4) after the conclusion of such notice five (5) business day period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice Board of its outside counsel and, with respect to financial matters, its financial advisors, Directors of Atlantic Capital determines in good faith that faith, after giving effect to all of the adjustments or revisions (if any) which may be offered by South State pursuant to sub-clause (3) above, that, in the case of actions described in clause (i)(A) above, such Acquisition Proposal continues to constitute a Superior Proposal and in case of actions described in either clause (i)(A) or clause (i)(B) above, it nevertheless would nevertheless more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law to make or continue to make the IBTX Atlantic Capital Board Recommendation (it being agreed that, if such actions are being taken in response to an Acquisition Proposal, in the event that, following delivery of the notice referred to in sub-clause (2) above, there is any material revision to the terms of such Acquisition Proposal, including any revision in price or TCBI other improvement in economic terms, the five (5) business day period during which the parties agree to negotiate in good faith shall be extended, if applicable, to ensure that at least two (2) business days remain to negotiate subsequent to the time Atlantic Capital notifies South State of any such material revision (it being understood that there may be multiple extensions)). As used in this Agreement, the term “Intervening Event” means any material event, change, effect, development, condition, circumstance or occurrence arising after the date of this Agreement that (I) improves or would be reasonably likely to improve the business, financial condition or results of operations of Atlantic Capital and its Subsidiaries, taken as a whole, in a manner that is disproportionate from such improvements to the business, financial condition or results of operations of South State and its Subsidiaries, taken as a whole, (II) is not known by, nor reasonably foreseeable to, the Board Recommendation, of Directors of Atlantic Capital as of the case may be. Any material amendment date of this Agreement and (III) does not relate to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes Proposal, the end or reduction of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting Pandemic or the TCBI Meeting, as the case may be, if, as lifting or expiration of the time Pandemic Measures; provided, that, for which such meeting is originally scheduled there are insufficient shares the avoidance of IBTX Common Stock doubt, none of the following shall be considered or TCBI Common Stock, as the case may be, represented (either taken into account in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, determining whether an Intervening Event has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, occurred: (x) changes in the IBTX Meeting shall trading price or trading volume of the Atlantic Capital Common Stock (it being understood that the underlying cause of such change may be convened and this Agreement shall be submitted taken into account to the shareholders of IBTX at extent not otherwise excluded by this definition) or other developments or changes in the IBTX Meeting and banking industry or in the credit, debt, financial or capital markets or in interest or exchange rates, (y) the TCBI Meeting shall fact alone that Atlantic Capital meets or exceeds any internal or published forecasts or projections for any period (it being understood that the underlying cause of such over-performance by Atlantic Capital may be convened and taken into account to the extent not otherwise excluded by this definition) or (z) any event, change, effect, development, condition, circumstance or occurrence resulting from a breach of this Agreement shall be submitted to by Atlantic Capital or any of the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligationAtlantic Capital Subsidiaries.

Shareholders’ Approvals. Each of IBTX and TCBI (a) The Company shall call cause a meeting of its shareholders (the “IBTX Company Meeting” and the “TCBI Meeting,” respectively”) to be duly called and held as soon as reasonably practicable (but in no event later than 40 days) after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Company Vote required in connection with this Agreement and the Merger First Merger, (b) the affirmative vote (on an advisory, non-binding basis) of the shareholders of the Company on the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the transactions contemplated by this Agreement and (bc) if so desired and mutually agreedagreed by Purchaser, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby. Subject to Section 6.4(b), the Company and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards Board of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Company the Requisite IBTX Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI the Company its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, that the shareholders of IBTX the Company approve this Agreement and the transactions contemplated hereby (the “IBTX Company Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Company and its Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Purchaser the other party the IBTX Company Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Company Board Recommendation, Recommendation in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal Proposal, or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Company Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case Recommendation within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Company Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party Purchaser to do so, so or (v) publicly propose to do any of the foregoing (any of the foregoing actions described in clauses (i) through (v) a “Recommendation Change”). However) or (vi) execute or enter into any letter of intent, subject memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) providing for an Acquisition Proposal. (b) Subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Company Vote, and in the case Board of TCBI, prior to the receipt Directors of the Requisite TCBI VoteCompany may make a Recommendation Change, submit this Agreement in which event the Board of Directors of the Company may communicate the basis for its Recommendation Change to its shareholders without recommendation in the Proxy Statement or an appropriate amendment or supplement thereto or otherwise (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such if (i)(A) the Board of Directors may communicate of the basis for Company has received after the date hereof a bona fide Acquisition Proposal which did not result from a breach of Section 6.13(a), which it believes in good faith, after consultation with its lack of outside counsel and its financial advisors, constitutes a recommendation to its shareholders in Superior Proposal or (B) an Intervening Event has occurred, and (ii) the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not of the Company, after consultation with its outside counsel and its financial advisors, determines in good faith that failure to take any such actions would be inconsistent with its fiduciary duties under this sentence unless it applicable law, in each case, if, but only if, (A1) gives the other party Company has complied in all material respects with Section 6.13(a), (2) the Company delivers to Purchaser at least three four (34) business days’ prior written notice of its intention to take such action action, and furnishes to Purchaser a reasonable description of the event events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any person making such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstancesa copy of the proposed transaction agreement(s) and all other documents relating to such Acquisition Proposal), (B3) prior to taking such action, the Company negotiates, and causes its financial, legal, and other advisors to negotiate, in good faith with Purchaser, during such four (4) business day period following the Company’s delivery of the notice referred to in sub-clause (2) above (to the extent Purchaser desires to so negotiate) any revision to the terms of this Agreement that Purchaser desires to propose in writing, and (4) at 5:00 p.m. Eastern Time on the end final day of such notice four (4) business day period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving Board of Directors of the advice of its outside counsel and, with respect to financial matters, its financial advisors, Company determines in good faith that faith, after taking into account to all of the adjustments or revisions (if any) which may be offered by Purchaser in writing pursuant to sub-clause (3) above, that, in the case of actions described in clause (i)(A) above, such Acquisition Proposal continues to constitute a Superior Proposal and, in case of actions described in either clause (i)(A) or clause (i)(B) above, it would nevertheless more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law to make or continue to make the IBTX Company Board Recommendation or TCBI Board Recommendation(it being agreed that, as the case may be. Any material amendment if such actions are being taken in response to any an Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI MeetingProposal, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.in

Shareholders’ Approvals. Each of IBTX and TCBI (a) CorpBanca shall (i) duly call a meeting of its shareholders (the “IBTX CorpBanca Shareholders’ Meeting” and the “TCBI Meeting,” respectively”) to be held as soon as reasonably practicable after receipt of the S-4 is declared effective, Required Regulatory Consents and the other consents required pursuant to Section 5.1(d) for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger CorpBanca Shareholder Approval and (bii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings meeting to occur as soon as reasonably practicable and on practicable; provided that the same dateParties agree to discuss in good faith following the date hereof with respect to whether to hold the CorpBanca Shareholders’ Meeting prior to the receipt of such consents. Each Except with the prior approval of IBTX and TCBI and their respective Boards Itaú Chile, no other matters shall be submitted for the approval of CorpBanca shareholders at the CorpBanca Shareholders’ Meeting. The Board of Directors of CorpBanca shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation CorpBanca Shareholder Approval. Nothing contained in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse be deemed to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice relieve CorpBanca of its outside counsel and, with respect obligation to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation for a vote on the adoption hereof. (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (Ab) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI CorpBanca shall adjourn or postpone the IBTX CorpBanca Shareholders’ Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled scheduled, there are insufficient shares of IBTX CorpBanca Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding the foregoing, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary CorpBanca shall have failed to obtain the Requisite TCBI Vote CorpBanca Shareholder Approval at the duly called CorpBanca Shareholders’ Meeting, or the Requisite IBTX Voteany adjournment or postponement thereof, and subject or any additional meeting of CorpBanca shareholders called pursuant to the terms and conditions clause (ii) of this Agreement (including the immediately preceding sentenceSection 4.4(b)), TCBI or IBTX, as applicable, each of the Parties shall continue to in good faith use its reasonable best efforts to solicit proxies from (i) negotiate a restructuring of the transactions provided for herein (it being understood that no Party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to CorpBanca Common Stock Holders as provided for in this Agreement, in a manner adverse to such Party or its Affiliates) and/or (ii) resubmit this Agreement and the transactions contemplated hereby (or as restructured pursuant to this Section 4.4(b)) to the CorpBanca Common Stock Holders for approval. Notwithstanding the foregoing, the CorpBanca Shareholders’ Meeting need not be called or held during the pendency of any breach of this Agreement by an Itaú Party or other circumstances (not caused by Corp Group Parties) that, if uncured on the Closing Date, would result in any of the closing conditions contained in Section 5.1 (other than 5.1(a)) or 5.2 (other than 5.2(c)) not being satisfied; provided that CorpBanca shall have notified the applicable Itaú Party in writing of such breach and its determination not to call or hold the CorpBanca Shareholder’s Meeting pending such breach being cured. (c) Itaú Chile shall (i) duly call a meeting of its shareholders (the “Itaú Chile Shareholders’ Meeting”) to be held as soon as reasonably practicable after receipt of the Required Regulatory Consents and as provided in order the Chilean Merger Steps for the purpose of obtaining the Itaú Chile Shareholder Approval and (ii) cause such meeting to obtain occur as soon as reasonably practicable; provided that the Requisite TCBI Vote or Parties agree to discuss in good faith following the Requisite IBTX Vote, respectively. Notwithstanding anything date hereof with respect to whether to hold the Itaú Chile Shareholders’ Meeting prior to the contrary hereinreceipt of such consents. Except with the prior approval of CorpBanca, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement no other matters shall be submitted to for the approval of Itaú Chile shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.Itaú Bank Chile Shareholders’

Shareholders’ Approvals. Each (a) RBB Bancorp and RBB shall cooperate with PGB and the Bank in the preparation of IBTX the Proxy Materials by PGB to be utilized in connection with securing PGB stockholders’ approval of the PGB Merger. PGB shall (i) duly call, give notice of, convene, and TCBI shall call hold a meeting Special Meeting of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) to be held as soon as reasonably practicable after following the S-4 is declared effective, date hereof for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote requisite shareholder approvals required in connection with this Agreement and the Merger transactions contemplated hereby; and (bii) if so desired subject to Section 6.06, its board of directors shall recommend to the shareholders approval of such matters. Anything to the contrary contained herein notwithstanding, PGB’s Proxy Materials shall not include any information with respect to either party or their affiliates or associates, the form and mutually agreedcontent of which information shall not have been approved by both PGB and RBB Bancorp prior to such inclusion. PGB and the Bank represent and covenant that the Proxy Materials and any amendment or supplement thereto, a vote upon other matters at the dates of mailing to shareholders of PGB and the date of the type customarily brought before a meeting of shareholders Special Meeting to be held in connection with the approval Agreement, will not contain any untrue statement of a merger agreement material fact or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts omit to cause such meetings state any material fact required to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation be stated or necessary in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail order to make the IBTX Board Recommendationstatements therein, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any light of the foregoing (any of circumstances under which they were made, not misleading; provided, however, that PGB and the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Bank make no representations or TCBI, after receiving the advice of its outside counsel and, covenants with respect to financial mattersinformation provided to it in writing by RBB Bancorp specifically for inclusion in the Proxy Materials, its financial advisors, determines and RBB Bancorp hereby represents that any such information so provided by it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue order to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors maystatements therein, in the case of IBTX, prior to the receipt light of the Requisite IBTX Votecircumstances under which they were made, and not misleading. (b) Certain PGB stockholders have executed the Shareholder Agreement attached hereto as Exhibit A providing that they shall vote all PGB Common Stock in the case of TCBI, prior to the receipt which they have a beneficial interest in favor of the Requisite TCBI VoteAgreement, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives PGB Merger and the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to transactions contemplated in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligationAgreement.

Shareholders’ Approvals. Each of IBTX Heritage and TCBI Washington Banking shall call a meeting of its shareholders (the “IBTX Heritage Meeting” and the “TCBI Washington Banking Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of (i) obtaining (a) the Requisite TCBI Heritage Vote and the Requisite IBTX Washington Banking Vote required in connection with this Agreement and the Merger Merger, (ii) conducting, in the case of the Washington Banking Meeting, a non-binding advisory shareholder vote with respect to executive compensation as required by Rule 14a-21(c) under the Exchange Act, and (biii) in the case of the Heritage Meeting, if so determined by Heritage, the requisite approval of the shareholders of Heritage with respect to an amendment to the Heritage 2010 Omnibus Equity Plan to increase the number of shares of Heritage Common Stock authorized for grant and the individual award limitations under such plan (the “Heritage Stock Plan Amendment”), and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to approve a merger agreement or the transactions contemplated therebyagreement, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards The Board of Directors of each of Heritage and Washington Banking shall use its reasonable best efforts to obtain from the shareholders of IBTX Heritage and TCBIWashington Banking, as the case may be, the Requisite Heritage Vote, and, if applicable, the Requisite IBTX Vote requisite approval of the shareholders of Heritage with respect to the Heritage Stock Plan Amendment, in the case of Heritage, and the Requisite TCBI Washington Banking Vote, as applicablein the case of Washington Banking, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX that they approve this Agreement (and the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Washington Banking or TCBIHeritage, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to provided, that the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition ProposalProposal (as defined in Section 6.12(a)), the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of be inconsistent with its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may berecommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Heritage or TCBI Washington Banking shall adjourn or postpone the IBTX Heritage Meeting or the TCBI Washington Banking Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Heritage Common Stock or TCBI Washington Banking Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Heritage Meeting and Washington Banking Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Heritage and Washington Banking at the IBTX Heritage Meeting and (y) the TCBI Meeting shall be convened and Washington Banking Meeting, respectively, for the purpose of voting on the approval of this Agreement shall be submitted to and the shareholders of TCBI at the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Heritage or TCBI Washington Banking of such obligation.

Shareholders’ Approvals. Each of IBTX and TCBI (a) CorpBanca shall (i) duly call a meeting of its shareholders (the “IBTX "CorpBanca Shareholders' Meeting” and the “TCBI Meeting,” respectively") to be held as soon as reasonably practicable after receipt of the S-4 is declared effective, Required Regulatory Consents and the other consents required pursuant to Section 5.1(d) for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger CorpBanca Shareholder Approval and (bii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings meeting to occur as soon as reasonably practicable and on practicable; provided that the same dateParties agree to discuss in good faith following the date hereof with respect to whether to hold the CorpBanca Shareholders' Meeting prior to the receipt of such consents. Each Except with the prior approval of IBTX and TCBI and their respective Boards Itaú Chile, no other matters shall be submitted for the approval of CorpBanca shareholders at the CorpBanca Shareholders' Meeting. The Board of Directors of CorpBanca shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation CorpBanca Shareholder Approval. Nothing contained in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse be deemed to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBI, after receiving the advice relieve CorpBanca of its outside counsel and, with respect obligation to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation for a vote on the adoption hereof. (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (Ab) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI CorpBanca shall adjourn or postpone the IBTX CorpBanca Shareholders' Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled scheduled, there are insufficient shares of IBTX CorpBanca Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. Notwithstanding the foregoing, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary CorpBanca shall have failed to obtain the Requisite TCBI Vote CorpBanca Shareholder Approval at the duly called CorpBanca Shareholders' Meeting, or the Requisite IBTX Voteany adjournment or postponement thereof, and subject or any additional meeting of CorpBanca shareholders called pursuant to the terms and conditions clause (ii) of this Agreement (including the immediately preceding sentenceSection 4.4(b)), TCBI or IBTX, as applicable, each of the Parties shall continue to in good faith use its reasonable best efforts to solicit proxies from (i) negotiate a restructuring of the transactions provided for herein (it being understood that no Party shall have any obligation to alter or change any material terms, including the amount or kind of the consideration to be issued to CorpBanca Common Stock Holders as provided for in this Agreement, in a manner adverse to such Party or its Affiliates) and/or (ii) resubmit this Agreement and the transactions contemplated hereby (or as restructured pursuant to this Section 4.4(b)) to the CorpBanca Common Stock Holders for approval. Notwithstanding the foregoing, the CorpBanca Shareholders' Meeting need not be called or held during the pendency of any breach of this Agreement by an Itaú Party or other circumstances (not caused by Corp Group Parties) that, if uncured on the Closing Date, would result in any of the closing conditions contained in Section 5.1 (other than 5.1(a)) or 5.2 (other than 5.2(c)) not being satisfied; provided that CorpBanca shall have notified the applicable Itaú Party in writing of such breach and its determination not to call or hold the CorpBanca Shareholder's Meeting pending such breach being cured. (c) Itaú Chile shall (i) duly call a meeting of its shareholders (the "Itaú Chile Shareholders' Meeting") to be held as soon as reasonably practicable after receipt of the Required Regulatory Consents and as provided in order the Chilean Merger Steps for the purpose of obtaining the Itaú Chile Shareholder Approval and (ii) cause such meeting to occur as soon as reasonably practicable; provided that the Parties agree to discuss in good faith following the date hereof with respect to whether to hold the Itaú Chile Shareholders' Meeting prior to the receipt of such consents. Except with the prior approval of CorpBanca, no other matters shall be submitted for the approval of Itaú Chile shareholders at the Itaú Bank Chile Shareholders' Meeting. The Board of Directors of Itaú Chile shall use its reasonable best efforts to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectivelyItaú Chile Shareholder Approval. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth Nothing in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX Itaú Chile of its obligation to submit this Agreement to its shareholders for a vote on the adoption hereof. (d) [RESERVED] (e) [RESERVED] (f) [RESERVED] (g) At any CorpBanca Shareholders' Meeting, or TCBI in connection with any written consent of the CorpBanca Common Stock Holders, Corp Group Parent will vote its shares of CorpBanca Common Stock in favor of the Transactions, as applicable, and any proposal to adjourn or postpone the CorpBanca Shareholders' Meeting to a later date if there are not sufficient votes to obtain the CorpBanca Shareholder Approval and (ii) against any Contract, transaction or proposal that relates to an Acquisition Proposal. Each of Corp Group Parent and CorpBanca agrees that it will not (A) sell, short sell, transfer, assign, tender or otherwise dispose of any of its shares of CorpBanca Common Stock, as applicable, (a "Transfer") in a manner that would result in Corp Group Parent or CorpBanca, as applicable, not having the full and exclusive ability to vote such obligationshares, (B) take any action that would result in Corp Group Parent or CorpBanca, as applicable, not having full and exclusive power to vote the shares (whether through delivery of a proxy to a third Person, entry into a voting agreement, depositing such shares into a voting trust or otherwise) or (C) enter into any Contract with respect to any such action or Transfer; provided that the foregoing limitations will not apply to the incurrence of any Lien not prohibited to be incurred under the Shareholders' Agreement. (h) At any Itaú Chile Shareholders' Meeting or in connection with any written consent of the holders of Itaú Chile Common Stock, Itaú Parent shall cause its applicable Affiliates to vote their shares of Itaú Chile Common Stock in favor of the Transactions, as applicable, and any proposal to adjourn or postpone the Itaú Chile Shareholders' Meeting to a later date if there are not sufficient votes to obtain the Itaú Chile Shareholder Approval, and (ii) against any Contract, transaction or proposal that relates to an Acquisition Proposal. Each of Itaú Parent and Itaú Chile agrees that it will not (A) Transfer any of its shares of Itaú Chile Common Stock, as applicable, in a manner that would result in Itaú Chile and its Affiliates not having the full and exclusive ability to vote such shares, or (B) take any action that would result in Itaú Chile and its Affiliates not having full and exclusive power to vote the shares (whether through delivery of a proxy to a third Person, entry into a voting agreement, depositing such shares into a voting trust or otherwise) or (C) enter into any Contract with respect to any such action or Transfer; provided that the foregoing limitations will not apply to the incurrence of any Lien not prohibited to be incurred under the Shareholders' Agreement.

Shareholders’ Approvals. Each of IBTX BancorpSouth and TCBI Cadence shall call call, give notice of, convene and hold a meeting of its shareholders (the “IBTX BancorpSouth Meeting” and the “TCBI Cadence Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 Joint Proxy Statement is declared effectivefiled by BancorpSouth with the FDIC and Joint Proxy Statement is filed by Cadence with the SEC, for the purpose of obtaining (a) the Requisite TCBI BancorpSouth Vote and the Requisite IBTX Vote Cadence Vote, respectively, required in connection with this Agreement and the Merger Merger, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI Cadence and IBTX BancorpSouth shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same datedate and at the same time, and to set the same record date for each such meeting. Each of IBTX BancorpSouth and TCBI Cadence and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX BancorpSouth and TCBICadence, as applicablerespectively, the Requisite IBTX BancorpSouth Vote and the Requisite TCBI Cadence Vote, as applicablerespectively, including by communicating to the respective shareholders of IBTX BancorpSouth and TCBI Cadence its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXBancorpSouth, the shareholders of IBTX BancorpSouth approve this Agreement (the “IBTX BancorpSouth Board Recommendation”), and in the case of TCBICadence, that the shareholders of TCBI Cadence approve this Agreement (the “TCBI Cadence Board Recommendation”), IBTX BancorpSouth and each of IBTX BancorpSouth and TCBI Cadence and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX BancorpSouth Board Recommendation, in the case of IBTXBancorpSouth, or the TCBI Cadence Board Recommendation, in the case of TCBICadence, (ii) fail to make the IBTX BancorpSouth Board Recommendation, in the case of IBTXBancorpSouth, or the TCBI Cadence Board Recommendation, in the case of TCBICadence, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal Proposal, or (B) reaffirm the IBTX BancorpSouth Board Recommendation, in the case of IBTXBancorpSouth, or the TCBI Cadence Board Recommendation, in the case of TCBICadence, in each case case, within ten (10) business days (or such fewer number of days as remains prior to the IBTX BancorpSouth Meeting or the TCBI Cadence Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX BancorpSouth or TCBICadence, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BancorpSouth Board Recommendation or the TCBI Cadence Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXBancorpSouth, prior to the receipt of the Requisite IBTX BancorpSouth Vote, and in the case of TCBICadence, prior to the receipt of the Requisite TCBI Cadence Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) ), and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX BancorpSouth Board Recommendation or TCBI Cadence Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 6.4 and will require a new notice period as referred to in this Section 6.36.4. IBTX BancorpSouth or TCBI Cadence shall adjourn or postpone the IBTX BancorpSouth Meeting or the TCBI Cadence Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX BancorpSouth Common Stock or TCBI Cadence Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Cadence or IBTXBancorpSouth, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Cadence Vote or the Requisite IBTX BancorpSouth Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI Cadence or IBTXBancorpSouth, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Cadence Vote or the Requisite IBTX BancorpSouth Vote, respectively. Notwithstanding anything to the contrary hereinin this Agreement, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX BancorpSouth Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX BancorpSouth at the IBTX Meeting BancorpSouth Meeting, and (y) the TCBI Cadence Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI Cadence at the TCBI Cadence Meeting, and nothing contained herein in this Agreement shall be deemed to relieve either IBTX BancorpSouth or TCBI Cadence of such obligation.

Shareholders’ Approvals. (a) Each of IBTX Parent and TCBI the Company shall call call, give notice of, convene and hold a meeting of its shareholders (the “IBTX Parent Meeting” and the “TCBI Company Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Company Vote and the Requisite IBTX Parent Vote required in connection with this Agreement Agreement, the First-Step Merger and the Merger and (b) Parent Share Issuance and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a special meeting of shareholders in connection with the approval of to approve a merger agreement or otherwise approve the transactions contemplated therebyhereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon promptly as reasonably practicable and on the same date. Each of IBTX . (b) Subject to Section 6.3(c) and TCBI and their respective Boards Section 6.3(d), as applicable, the Board of Directors of each of Parent and the Company shall use its reasonable best efforts to obtain from the shareholders of IBTX Parent and TCBIthe Company, as applicablethe case may be, the Requisite IBTX Vote Parent Vote, in the case of Parent, and the Requisite TCBI Company Vote, as applicablein the case of the Company, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) thatthat such shareholders approve (i) this Agreement and the transactions contemplated hereby, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”)Company, and in (ii) the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board RecommendationParent Share Issuance, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, Parent. (iic) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject Subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBIParent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make recommend approval of the IBTX Board Recommendation or Parent Share Issuance, then in submitting the TCBI Board RecommendationParent Share Issuance to its shareholders, as applicable, such the Board of Directors may, in of Parent may (but shall not be required to) submit the case of IBTX, prior Parent Share Issuance to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its Parent’s shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors of Parent may communicate the basis for its lack of a recommendation to Parent’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law. (d) Subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would be reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting this Agreement to its shareholders, the Board of Directors of the Company may (but shall not be required to) submit this Agreement to the Company’s shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event the Board of Directors may communicate the basis for its lack of a recommendation to its the Company’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors of the Company may not take any actions under this sentence Section 6.3(d) unless it (Ai) if such action is taken in response to an Acquisition Proposal, such Acquisition Proposal did not result from a breach by the Company of Section 6.13 and such Acquisition Proposal constitutes a Superior Proposal; (ii) the Company gives the other party Parent at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event if such action is taken in response to an Acquisition Proposal, its basis for determining that such Acquisition Proposal constitutes a Superior Proposal (including the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances)) and (Biii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by Parent (it being understood that Parent shall not have any obligation to propose any adjustments, modifications or amendments to the other party andterms and conditions of this Agreement), and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, again determines in good faith that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendationrecommend this Agreement (and, as the case may beif such action is taken in response to an Acquisition Proposal, that such Acquisition Proposal constitutes a Superior Proposal). Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 6.3(d) and will require a new determination and notice period as referred to in this Section 6.3. IBTX 6.3(d). (e) Parent or TCBI the Company shall adjourn or postpone the IBTX Parent Meeting or the TCBI Company Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Parent Common Stock or TCBI Company Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Parent or IBTXthe Company, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Parent Vote or the Requisite IBTX VoteCompany Vote (it being understood that, and subject (i) if Parent, pursuant to Section 6.3(c), submits the terms and conditions of Parent Share Issuance to Parent’s shareholders without recommendation, or if (ii) the Company, pursuant to Section 6.3(d), submits this Agreement (including to Company’s shareholders without recommendation, an adjournment or postponement of the immediately preceding sentence)Parent Meeting or the Company Meeting, TCBI as applicable, due to an insufficient quorum or IBTXthe failure to obtain the Requisite Parent Vote or the Requisite Company Vote, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectivelynot be required by this Section 6.3(e)). Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Parent Meeting and the Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Parent and the Company at the IBTX Parent Meeting and (y) the TCBI Meeting shall be convened and Company Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders of TCBI at Parent Share Issuance, as applicable, and the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Parent or TCBI the Company of such obligation.

Shareholders’ Approvals. (a) Each of IBTX Umpqua and TCBI Sterling shall call a meeting take all action necessary in accordance with applicable Law and their respective articles of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) incorporation, bylaws or similar organizational documents to be held duly call, give notice of, convene and, as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before hold a meeting of its shareholders in connection with the approval of a merger agreement or the transactions contemplated therebyor, and each of TCBI and IBTX shall except as otherwise provided herein, use its reasonable best efforts to cause take such meetings other actions necessary to occur obtain the relevant shareholder approvals, in each case as soon promptly as reasonably practicable for the purpose of obtaining the Requisite Umpqua Vote, in the case of Umpqua, and on the same dateRequisite Sterling Vote, in the case of Sterling (each such meeting or any adjournment or postponement thereof, the "Umpqua Meeting" and the "Sterling Meeting", respectively) but subject to Section 6.3(d). Each Except in the case of IBTX a Change in Board Recommendation by such party expressly permitted by this Section 6.3(a), Umpqua shall solicit, and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicableobtain, the Requisite IBTX Umpqua Vote at the Umpqua Meeting and Sterling shall solicit, and use its reasonable best efforts to obtain, the Requisite Sterling Vote at the Sterling Meeting. Except as expressly provided in this Section 6.3(a), the Board of Directors of Umpqua and Sterling shall (i) recommend to its respective shareholders the adoption and approval of this Agreement and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation transactions contemplated herein (and including such recommendation in the Joint Proxy Statement) thatincluding, in the case of IBTXUmpqua, the shareholders of IBTX approve this Agreement Articles Amendment) (the “IBTX "Board Recommendation”"), and (ii) include the Board Recommendation in the case Joint Proxy Statement and (iii) not approve, agree to or recommend any Acquisition Proposal or Alternative Transaction. Notwithstanding the foregoing, the Board of TCBI, that the shareholders Directors of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX Umpqua and TCBI and Sterling shall be permitted (x) not to recommend to their respective Boards of Directors shall shareholders that they give the Requisite Umpqua Vote or the Requisite Sterling Vote, as the case may be, (y) not to include the Board Recommendation in the Joint Proxy Statement and/or (iz) withhold, withdraw, to otherwise withdraw or modify or qualify in a manner adverse to the other party the IBTX Board Recommendation (the actions described in clauses (x), (y) and (z), each a "Change in Board Recommendation"), in each case in response to (1) a material event, fact, circumstance, development or occurrence which is unknown and not reasonably foreseeable to or by the Board of Directors of such party as of the date hereof (and does not relate to a Superior Proposal, which is addressed in the following clause (2)), but becomes known to or by the Board of Directors of such party prior to obtaining the Requisite Sterling Vote or Requisite Umpqua Vote, as applicable (an "Intervening Business Event") or (2) the receipt of an unsolicited bona fide Acquisition Proposal which the Board of Directors of such party determines in its good faith judgment, after receiving the advice of outside legal counsel, is a Superior Proposal (a "Superior Proposal Event"), in each case, if and only if, the Board of Directors of such party determines in its good faith judgment, after receiving the advice of outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Prior to Umpqua or Sterling, as the case may be, making a Change in Board Recommendation, (i) in the case of IBTXa Change in Board Recommendation in connection with an Intervening Business Event, or (A) three business days shall have elapsed following delivery by such party to the TCBI other party of written notice advising the other party that such party's Board of Directors intends to resolve to effect a Change in Board Recommendation and (B) the other party shall not have proposed adjustments to the terms and conditions hereof during such three (3) business day period (during which period the party delivering notice of its intention to effect a Change in Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments) that, in the opinion of the Board of Directors of the party proposing to effect a Change in Board Recommendation, obviate the need for such Change in Board Recommendation, and (ii) in the case of TCBIa Change in Board Recommendation in connection with a Superior Proposal Event, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or three (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (103) business days (or subject to extension as set forth below in this sentence) shall have elapsed following delivery by such fewer number of days as remains prior party to the IBTX Meeting or other party of written notice advising the TCBI Meetingother party that such party's Board of Directors intends to resolve to effect a Change in Board Recommendation absent modification of the terms and conditions of this Agreement, as applicablewhich notice shall specify the identity of the person making such Superior Proposal and the material terms and conditions thereof and include a copy of the relevant proposed transaction agreements with the person making such Superior Proposal and all other material documents provided by such person relating thereto, (B) after an Acquisition Proposal is made public or any request assuming this Agreement was amended to reflect all adjustments to the terms and conditions hereof proposed by the other party to do sothis Agreement during such three (3) business day period (during which period the party delivering the notice of its intention to effect a Change in Board Recommendation shall have negotiated with the other party to this Agreement in good faith (to the extent such other party to this Agreement desires to negotiate) with respect to such adjustments), such Acquisition Proposal nonetheless continues, in the good faith judgment, after receiving the advice of outside legal counsel, of the Board of Directors of the party proposing to make a Change in Board Recommendation, to constitute a Superior Proposal and (C) the party delivering the notice of its intention to effect a Change in Board Recommendation shall have complied to date with its obligations set forth in this Section 6.3(a) and Section 6.11; provided, however, that following any material revision to such Superior Proposal, such party shall be required to deliver a new written notice to the other party in accordance with this sentence and to again comply with the requirements of this sentence. Notwithstanding anything to the contrary in this Agreement, (1) nothing in this Agreement shall be interpreted to excuse either party and its Board of Directors from complying with its obligation to submit this Agreement to its shareholders at the Umpqua Meeting or Sterling Meeting, as the case may be, or from complying with the obligations set forth in Section 6.3(d), and (v2) publicly propose neither party shall submit to do the vote of its shareholders any of Acquisition Proposal or Alternative Transaction other than the foregoing (any of Merger. Without limiting the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2foregoing, if the Board of Directors of IBTX Umpqua or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines Sterling has effected a Change in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or as expressly permitted by this Section 6.3(a), then the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, such party may submit this Agreement to its shareholders without recommendation the Board Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors of such party may communicate the basis for its lack of a recommendation Change in Recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto thereto. (b) For purposes of this Agreement, "Superior Proposal" means, with respect to either Sterling or Umpqua, a bona fide, unsolicited written Acquisition Proposal that is (x) for 100% of the extent required by law; provided outstanding shares of such party's capital stock, on terms that such the Board of Directors may not take of such party determines in its good faith judgment (after taking into account all the terms and conditions of the Acquisition Proposal and this Agreement (including any actions under this sentence unless it (A) gives proposal by the other party at least three (3) business days’ prior written notice to this Agreement to adjust the terms and conditions of its intention this Agreement), including any break-up fees, expense reimbursement provisions, conditions to take such action and a reasonable description expected timing and risks of consummation, the form of consideration offered and the ability of the event or circumstances giving rise person making such proposal to its determination to take obtain financing for such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions after taking into account all other legal, financial, strategic, regulatory and other aspects of such proposal, including the identity of the third person making such proposal, and this Agreement) are more favorable from a financial point of view to its shareholders, than the Merger and (y) reasonably likely, as determined by the Board of Directors of such party in any such Acquisition Proposalits good faith judgment, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstancesto receive all necessary regulatory approvals on a timely basis. (c) Sterling and Umpqua shall cooperate to schedule and convene the Sterling Meeting and the Umpqua Meeting on the same date. (Bd) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by Each party shall cooperate and keep the other party and, after receiving informed on a current basis regarding its solicitation efforts and voting results following the advice dissemination of its outside counsel and, with respect the Joint Proxy Statement to financial matters, its financial advisors, the shareholders of each party. If at any time following the dissemination of the Joint Proxy Statement (i) Sterling reasonably determines in good faith that the Requisite Umpqua Vote is unlikely to be obtained at the Umpqua Meeting, or (ii) Umpqua reasonably determines in good faith that the Requisite Sterling Vote is unlikely to be obtained at the Sterling Meeting, then prior to the vote contemplated having been taken such party may request that the other party adjourn or postpone its meeting for up to 45 days from the then-scheduled date and the other party shall comply with such request; provided that a party shall be required to adjourn or postpone its meeting on only one occasion. During such period of adjournment or postponement, the parties shall continue in all respects to comply with their obligations under this Section 6.3 and shall in good faith use reasonable best efforts to negotiate a restructuring of the transaction provided for herein (it would nevertheless more likely than not result being understood that neither party shall have any obligation to alter or change the amount or kind of the Merger Consideration in a violation of manner adverse to such party or its fiduciary duties under applicable law shareholders) and, subject to make or continue this Section 6.3, seek to make obtain the IBTX Board Recommendation or TCBI Board RecommendationRequisite Umpqua Vote and/or the Requisite Sterling Vote, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting Except as set forth in this Section 6.3(d), no party shall have the immediately preceding sentence, unless this Agreement has been terminated in accordance with obligation to postpone or adjourn its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligationshareholder meeting.

Shareholders’ Approvals. (a) Immediately following the execution of this Agreement and in lieu of calling a meeting of the stockholders of Parent, Parent shall use its reasonable best efforts to obtain an irrevocable written consent executed and delivered by certain of its stockholders as necessary (such written consent, as duly executed and delivered by such record holders, the “Parent Stockholder Consent”) for the purpose of obtaining the Requisite Parent Vote. Parent will use its reasonable best efforts to obtain the Parent Stockholder Consent on or before the date that is one (1) business day following the date of this Agreement (the “Written Consent End Date”). As soon as practicable following receipt of the Parent Stockholder Consent, Parent shall provide Company with a copy thereof, certified as a true and complete copy by the Parent chief executive officer or chief financial officer. In connection with the Parent Stockholder Consent, Parent shall take all actions necessary to comply, and shall comply in all respects, with the DGCL, including Section 228 thereof, the Parent Certificate of Incorporation, and the Parent Bylaws. (b) Each of IBTX Parent (but with regard to Parent, only in the event the Parent Stockholder Consent is not obtained prior to the Written Consent End Date) and TCBI Company shall call call, give notice of, convene and hold a meeting of its shareholders stockholders or shareholders, as applicable (the “IBTX Parent Meeting” and the “TCBI Company Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (ai) the Requisite TCBI Company Vote and the Requisite IBTX Parent Vote required in connection with this Agreement and the Merger and (bii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders stockholders or shareholders, as applicable, in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI Company and IBTX Parent shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX Parent (but with regard to Parent, only in the event the Parent Stockholder Consent is not obtained prior to the Written Consent End Date) and TCBI Company and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of Parent and the shareholders of IBTX and TCBICompany, as applicable, the Requisite IBTX Parent Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective stockholders of Parent and shareholders of IBTX and TCBI Company its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXParent, the shareholders stockholders of IBTX Parent (i) approve the Parent Share Issuance and any other transactions contemplated by this Agreement as may require approval by the stockholders and (ii) adopt the Parent Certificate Amendment (the “IBTX Parent Board Recommendation”), and in the case of TCBICompany, that the shareholders of TCBI Company approve this Agreement (the “TCBI Company Board Recommendation”), IBTX . Each of Parent and each of IBTX and TCBI Company and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party Party the IBTX Parent Board Recommendation, in the case of IBTXParent, or the TCBI Company Board Recommendation, in the case of TCBICompany, (ii) fail to make the IBTX Parent Board Recommendation, in the case of IBTXParent, or the TCBI Company Board Recommendation, in the case of TCBICompany, in the Joint Proxy StatementStatement (unless, in the case of Parent, in the event that the Parent Stockholder Consent has been obtained prior to the Written Consent End Date), (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal that has been made public, or (B) reaffirm the IBTX Company Board Recommendation, in the case of IBTXCompany, or the TCBI Parent Board Recommendation, in the case of TCBIParent, in each case case, within ten (10) business days (or such fewer number of days as remains prior to the IBTX Company Meeting or the TCBI Parent Meeting, or any adjournment or postponement thereof, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). HoweverFor the avoidance of doubt, notwithstanding anything to the contrary set forth in this Agreement, in the event that the Parent Stockholder Consent has been obtained prior to the Written Consent End Date such that the Requisite Parent Vote has been obtained, Parent shall have no obligation under this Agreement to take any actions in connection with, or ancillary to, the Parent Stockholder Meeting, including without limitation, Parent shall have no obligation to (i) call, give notice of, convene or hold the Parent Stockholder Meeting, (ii) include the Parent Board Recommendation in the Proxy Statement, or (iii) reaffirm the Parent Board Recommendation at any time after the Written Consent End Date. (c) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Company may, prior to the receipt of the Requisite Company Vote, effect a Recommendation Change, if (i)(A) the Board of Directors of Company has received after the date hereof a bona fide Acquisition Proposal which did not result from a breach of Section 6.12(a), which it believes in good faith, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, constitutes a Superior Proposal or TCBI(B) an Intervening Event has occurred and (ii) the Board of Directors of Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it the failure to take such action would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make law; provided, that the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors Company may not take any actions under this sentence Section 6.3(c) unless it (Ai) gives the other party Parent at least three five (35) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party Parent and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Company Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 6.3(c) and will require a new notice period as referred to in this Section 6.36.3(c). IBTX or TCBI Parent and, unless Company has effected a Recommendation Change to the extent permitted by and in accordance with this Section 6.3(c), Company shall adjourn or postpone the IBTX Company Meeting or the TCBI Parent Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Company Common Stock or TCBI Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Company or IBTXParent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Company Vote or the Requisite IBTX Parent Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI Company or IBTXParent, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders stockholders or shareholders, as applicable, in order to obtain the Requisite TCBI Company Vote or the Requisite IBTX Parent Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, both the Company Meeting and the Parent Meeting (xif applicable) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting Company and Parent (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meetingif applicable), and nothing contained herein shall be deemed to relieve either IBTX or TCBI Party of such obligation. (d) As used in this Agreement, “Intervening Event” means any material facts, events and/or circumstances that have developed since the date of this Agreement, were previously unknown by the Board of Directors of Company and were not reasonably foreseeable as of the date of this Agreement by the Board of Directors of the Company (or if known, the consequences of which were not known or reasonably foreseeable to the Board of Directors as of the date of this Agreement); provided, that, for the avoidance of doubt, none of the following shall be considered or taken into account in determining whether an Intervening Event has occurred: (1) changes in the trading price or trading volume of the Company Common Stock (it being understood that the underlying cause of such change may be taken into account to the extent not otherwise excluded by this definition) or (2) the fact alone that Company meets or exceeds any internal or published forecasts or projections for any period (it being understood that the underlying cause of such over-performance by Company may be taken into account to the extent not otherwise excluded by this definition).

Shareholders’ Approvals. Each (a) RBB Bancorp and RBB shall cooperate with TFC and the Bank in the preparation of IBTX the Proxy Materials by TFC to be utilized in connection with securing TFC shareholders’ approval of the TFC Merger. TFC shall (i) duly call, give notice of, convene, and TCBI shall call hold a meeting Special Meeting of its shareholders (the “IBTX Meeting” and the “TCBI Meeting,” respectively) to be held as soon as reasonably practicable after following the S-4 is declared effective, date hereof for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Vote requisite shareholder approvals required in connection with this Agreement and the Merger transactions contemplated hereby; and (bii) if so desired subject to Section 6.06, its board of directors shall recommend to the shareholders approval of such matters. Anything to the contrary contained herein notwithstanding, TFC’s Proxy Materials shall not include any information with respect to either party or their affiliates or associates, the form and mutually agreedcontent of which information shall not have been approved by both TFC and RBB Bancorp prior to such inclusion. TFC and the Bank represent and covenant that the Proxy Materials and any amendment or supplement thereto, a vote upon other matters at the dates of mailing to shareholders of TFC and the date of the type customarily brought before a meeting of shareholders Special Meeting to be held in connection with the approval Agreement, the TFC Merger will not contain any untrue statement of a merger agreement material fact or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts omit to cause such meetings state any material fact required to occur as soon as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicable, the Requisite IBTX Vote and the Requisite TCBI Vote, as applicable, including by communicating to the respective shareholders of IBTX and TCBI its recommendation (and including such recommendation be stated or necessary in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail order to make the IBTX Board Recommendationstatements therein, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any light of the foregoing (any of circumstances under which they were made, not misleading; provided, however, that TFC and the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Bank make no representations or TCBI, after receiving the advice of its outside counsel and, covenants with respect to financial matters, its financial advisors, determines information provided to it in good faith writing by RBB Bancorp specifically for inclusion in the Proxy Materials and RBB Bancorp hereby represents that any such information so provided by it would more likely than will not result contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in a violation of its fiduciary duties under applicable law to make or continue order to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors maystatements therein, in the case of IBTX, prior to the receipt light of the Requisite IBTX Votecircumstances under which they were made, and not misleading. (b) Certain TFC shareholders have executed the Shareholder Agreement attached hereto as Exhibit A providing that they shall vote all TFC Common Stock in the case of TCBI, prior to the receipt which they have a beneficial interest in favor of the Requisite TCBI VoteAgreement, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives TFC Merger and the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to transactions contemplated in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligationAgreement.

Shareholders’ Approvals. (a) Each of IBTX Parent and TCBI the Company shall call call, give notice of, convene and hold a meeting of its shareholders (the “IBTX Parent Meeting” and the “TCBI Company Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Company Vote and the Requisite IBTX Parent Vote required in connection with this Agreement Agreement, the First-Step Merger and the Merger and (b) Parent Share Issuance and, if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a special meeting of shareholders in connection with the approval of to approve a merger agreement or otherwise approve the transactions contemplated therebyhereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon promptly as reasonably practicable and on the same date. Each of IBTX and TCBI and their respective Boards . (b) The Board of Directors of each of Parent (except in the case of a Parent Adverse Recommendation Change that the Board of Directors of Parent is permitted to make under Section 6.3(c)) and the Company (except in the case of a Company Adverse Recommendation Change that the Board of Directors of the Company is permitted to make under Section 6.3(d)) shall use its reasonable best efforts to obtain from the shareholders of IBTX Parent and TCBIthe Company, as applicablethe case may be, the Requisite IBTX Vote Parent Vote, in the case of Parent, and the Requisite TCBI Company Vote, as applicablein the case of the Company, including by communicating to the its respective shareholders of IBTX and TCBI its recommendation (and including such recommendation in the Joint Proxy Statement) thatthat such shareholders approve (i) this Agreement and the transactions contemplated hereby, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”)Company, and in (ii) the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board RecommendationParent Share Issuance, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, Parent. (iic) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject Subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX or TCBIParent, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make recommend approval of the IBTX Board Recommendation or Parent Share Issuance, then in submitting the TCBI Board RecommendationParent Share Issuance to its shareholders, as applicable, such the Board of Directors mayof Parent may (but shall not be required to) withhold, withdraw or modify in the case of IBTX, prior a manner adverse to the receipt of Company or submit the Requisite IBTX Vote, and in the case of TCBI, prior Parent Share Issuance to the receipt of the Requisite TCBI Vote, submit this Agreement to its Parent’s shareholders without a recommendation (each, a “Parent Adverse Recommendation Change”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Board of Directors of Parent may communicate the basis for its lack of a recommendation to its Parent’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Board of Directors of Parent may not take any actions under this sentence Section 6.3(c) unless it (Ai) Parent gives the other party Company at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, the Board of Directors of Parent takes into account any amendment or modification to this Agreement proposed by the other party Company (it being understood that the Company shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement), and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. (d) Subject to Section 8.1 and Section 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make recommend this Agreement, then in submitting this Agreement to its shareholders, the IBTX Board of Directors of the Company may (but shall not be required to) withhold, withdraw or modify in a manner adverse to Parent or submit this Agreement to the Company’s shareholders without recommendation (each, a “Company Adverse Recommendation Change”) (although the resolutions approving this Agreement as of the date hereof may not be rescinded or TCBI amended), in which event the Board Recommendationof Directors may communicate the basis for its lack of a recommendation to the Company’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, as that the case Board of Directors of the Company may benot take any actions under this Section 6.3(d) unless (i) if such action is taken in response to an Acquisition Proposal, such Acquisition Proposal did not result from a breach by the Company of Section 6.13 and such Acquisition Proposal constitutes a Superior Proposal and (ii) the Company gives Parent at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the events or circumstances giving rise to its determination to take such action (including, if such action is taken in response to an Acquisition Proposal, its basis for determining that such Acquisition Proposal constitutes a Superior Proposal (including the latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other events or circumstances)); and (iii) at the end of such notice period, the Board of Directors of the Company takes into account any amendment or modification to this Agreement proposed by Parent (it being understood that Parent shall not have any obligation to propose any adjustments, modifications or amendments to the terms and conditions of this Agreement), and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless be reasonably likely to result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement (and, if such action is taken in response to an Acquisition Proposal, that such Acquisition Proposal is a Superior Proposal). Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 6.3(d) and will require a new determination and notice period as referred to in this Section 6.3. IBTX 6.3(d). (e) Parent or TCBI the Company shall adjourn or postpone the IBTX Parent Meeting or the TCBI Company Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Parent Common Stock or TCBI Company Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Parent or IBTXthe Company, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Parent Vote or the Requisite IBTX Vote, Company Vote except that (i) Parent shall not be required to adjourn or postpone the Parent Meeting in the case of a Parent Adverse Recommendation Change that is permitted under Section 6.3(c) and subject (ii) the Company shall not be required to adjourn or postpone the terms and conditions Company Meeting in the case of this Agreement (including the immediately preceding sentencea Company Adverse Recommendation Change that is permitted under Section 6.3(d), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) each of the IBTX Parent Meeting and the Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX each of Parent and the Company at the IBTX Parent Meeting and (y) the TCBI Meeting shall be convened and Company Meeting, respectively, for the purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders of TCBI at Parent Share Issuance, as applicable, and the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX Parent or TCBI the Company of such obligation. Parent, on the one hand, and the Company, on the other hand, shall only be required to adjourn or postpone the Parent Meeting or the Company Meeting, as applicable, two (2) times pursuant to the first sentence of this Section 6.3(e).

Shareholders’ Approvals. (a) Immediately following the execution of this Agreement and in lieu of calling a meeting of the stockholders of Parent, Parent shall use its reasonable best efforts to obtain an irrevocable written consent executed and delivered by certain of its stockholders as necessary (such written consent, as duly executed and delivered by such record holders, the “Parent Stockholder Consent”) for the purpose of obtaining the Requisite Parent Vote. Parent will use its reasonable best efforts to obtain the Parent Stockholder Consent on or before the date that is one (1) business day following the date of this Agreement (the “Written Consent End Date”). As soon as practicable following receipt of the Parent Stockholder Consent, Parent shall provide Company with a copy thereof, certified as a true and complete copy by the Parent chief executive officer or chief financial officer. In connection with the Parent Stockholder Consent, Parent shall take all actions necessary to comply, and shall comply in all respects, with the DGCL, including Section 228 thereof, the Parent Certificate of Incorporation, and the Parent Bylaws. (b) Each of IBTX Parent (but with regard to Parent, only in the event the Parent Stockholder Consent is not obtained prior to the Written Consent End Date) and TCBI Company shall call call, give notice of, convene and hold a meeting of its shareholders stockholders or shareholders, as applicable (the “IBTX Parent Meeting” and the “TCBI Company Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (ai) the Requisite TCBI Company Vote and the Requisite IBTX Parent Vote required in connection with this Agreement and the Merger and (bii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders stockholders or shareholders, as applicable, in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI Company and IBTX Parent shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX Parent (but with regard to Parent, only in the event the Parent Stockholder Consent is not obtained prior to the Written Consent End Date) and TCBI Company and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of Parent and the shareholders of IBTX and TCBICompany, as applicable, the Requisite IBTX Parent Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective stockholders of Parent and shareholders of IBTX and TCBI Company its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXParent, the shareholders stockholders of IBTX Parent (i) approve the Parent Share Issuance and any other transactions contemplated by this Agreement as may require approval by the stockholders and (ii) adopt the Parent Certificate Amendment (the “IBTX Parent Board Recommendation”), and in the case of TCBICompany, that the shareholders of TCBI Company approve this Agreement (the “TCBI Company Board Recommendation”), IBTX . Each of Parent and each of IBTX and TCBI Company and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party Party the IBTX Parent Board Recommendation, in the case of IBTXParent, or the TCBI Company Board Recommendation, in the case of TCBICompany, (ii) fail to make the IBTX Parent Board Recommendation, in the case of IBTXParent, or the TCBI Company Board Recommendation, in the case of TCBICompany, in the Joint Proxy StatementStatement (unless, in the case of Parent, in the event that the Parent Stockholder Consent has been obtained prior to the Written Consent End Date), (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal that has been made public, or (B) reaffirm the IBTX Company Board Recommendation, in the case of IBTXCompany, or the TCBI Parent Board Recommendation, in the case of TCBIParent, in each case case, within ten (10) business days (or such fewer number of days as remains prior to the IBTX Company Meeting or the TCBI Parent Meeting, or any adjournment or postponement thereof, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). HoweverFor the avoidance of doubt, notwithstanding anything to the contrary set forth in this Agreement, in the event that the Parent Stockholder Consent has been obtained prior to the Written Consent End Date such that the Requisite Parent Vote has been obtained, Parent shall have no obligation under this Agreement to take any actions in connection with, or ancillary to, the Parent Stockholder Meeting, including without limitation, Parent shall have no obligation to (i) call, give notice of, convene or hold the Parent Stockholder Meeting, (ii) include the Parent Board Recommendation in the Proxy Statement, or (iii) reaffirm the Parent Board Recommendation at any time after the Written Consent End Date. (c) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Company may, prior to the receipt of the Requisite Company Vote, effect a Recommendation Change, if (i)(A) the Board of Directors of Company has received after the date hereof a bona fide Acquisition Proposal which did not result from a breach of Section 6.12(a), which it believes in good faith, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, constitutes a Superior Proposal or TCBI(B) an Intervening Event has occurred and (ii) the Board of Directors of Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it the failure to take such action would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make law; provided, that the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors Company may not take any actions under this sentence Section 6.3(c) unless it (Ai) gives the other party Parent at least three five (35) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (Bii) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party Xxxxxx and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Company Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 6.3(c) and will require a new notice period as referred to in this Section 6.36.3(c). IBTX or TCBI Parent and, unless Company has effected a Recommendation Change to the extent permitted by and in accordance with this Section 6.3(c), Company shall adjourn or postpone the IBTX Company Meeting or the TCBI Parent Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Company Common Stock or TCBI Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI Company or IBTXParent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Company Vote or the Requisite IBTX Parent Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence)Agreement, TCBI Company or IBTXParent, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders stockholders or shareholders, as applicable, in order to obtain the Requisite TCBI Company Vote or the Requisite IBTX Parent Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, both the Company Meeting and the Parent Meeting (xif applicable) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting Company and Parent (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meetingif applicable), and nothing contained herein shall be deemed to relieve either IBTX or TCBI Party of such obligation. (d) As used in this Agreement, “Intervening Event” means any material facts, events and/or circumstances that have developed since the date of this Agreement, were previously unknown by the Board of Directors of Company and were not reasonably foreseeable as of the date of this Agreement by the Board of Directors of the Company (or if known, the consequences of which were not known or reasonably foreseeable to the Board of Directors as of the date of this Agreement); provided, that, for the avoidance of doubt, none of the following shall be considered or taken into account in determining whether an Intervening Event has occurred: (1) changes in the trading price or trading volume of the Company Common Stock (it being understood that the underlying cause of such change may be taken into account to the extent not otherwise excluded by this definition) or (2) the fact alone that Company meets or exceeds any internal or published forecasts or projections for any period (it being understood that the underlying cause of such over-performance by Company may be taken into account to the extent not otherwise excluded by this definition).

Shareholders’ Approvals. Each of IBTX Purchaser and TCBI shall call Company shall, in accordance with applicable laws, Purchaser Articles, Purchaser Bylaws, the Company Articles and the Company Bylaws, as applicable, call, give notice of and convene a meeting of its shareholders (the “IBTX Purchaser Meeting” and the “TCBI Company Meeting,” respectively) ”), to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) in the case of Purchaser, the Requisite TCBI Purchaser Vote and and, in the case of Company, the Requisite IBTX Company Vote required in connection with this Agreement and the Merger and and, (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with to approve a merger. Such meetings may be held virtually, subject to applicable law and the approval organizational documents of a merger agreement or the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same dateparty. Each of IBTX Purchaser and TCBI Company and their respective Boards Board of Directors shall use its their reasonable best efforts to obtain from the shareholders of IBTX Purchaser and TCBICompany, as applicable, the Requisite IBTX Purchaser Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective shareholders of IBTX Purchaser and TCBI Company its recommendation (and including such recommendation in the Joint Proxy StatementStatement/ Prospectus) that, in the case of IBTX, the shareholders of IBTX approve this Agreement (the “IBTX Board Recommendation”), and in the case of TCBI, that the shareholders of TCBI Purchaser and shareholders of Company, as applicable, adopt and approve this Agreement (and the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”)transactions contemplated hereby. However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Purchaser or TCBICompany, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more be reasonably likely than not to result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendationrecommend this Agreement, as applicablethen in submitting this Agreement to its shareholders, such Board of Directors maymay (but shall not be required to), in the case of IBTXPurchaser, prior to the receipt of the Requisite IBTX Purchaser Vote, and and, in the case of TCBICompany, prior to the receipt of the Requisite TCBI Company Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement Statement/Prospectus or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such Board of Directors may not take any actions under this sentence unless (i) it (A) gives the other party at least three five (35) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of Company in response to an Acquisition Proposal, the latest material terms and conditions of, and the identity of the third party in making, any such Acquisition Proposal, or any amendment or modification thereof, and a copy thereof if in writing and any related documentation or describe in reasonable detail such other event or circumstancescorrespondence) and (Bii) at the end of such notice period, such Board of Directors takes into account any amendment or modification to this Agreement proposed by the other party and, and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or TCBI Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.its

Shareholders’ Approvals. (a) Each of SouthState and IBTX and TCBI shall call a meeting of its shareholders (the “IBTX SouthState Meeting” and the “TCBI IBTX Meeting,” ”, respectively, and such meetings together, the “Meetings”) to be held as soon as reasonably practicable after the S-4 is declared effective (but in no event later than 40 days after the S-4 is declared effective), for the purpose of obtaining (a) in the case of SouthState, the Requisite TCBI Vote and SouthState Vote, and, in the case of IBTX, the Requisite IBTX Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreedagreed by SouthState and IBTX, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each . Each of TCBI SouthState and IBTX shall use its reasonable best efforts to cause such meetings Meetings to occur as soon as reasonably practicable and on the same date. Each Subject to Section 6.4(b), each of SouthState and IBTX and TCBI and their its respective Boards Board of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX SouthState and TCBIIBTX, as applicable, the Requisite IBTX SouthState Vote and the Requisite TCBI IBTX Vote, as applicable, including by communicating to the respective shareholders of SouthState and IBTX and TCBI its respective recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of SouthState, the shareholders of SouthState approve this Agreement and the transactions contemplated hereby (the “SouthState Board Recommendation”), and, in the case of IBTX, the shareholders of IBTX approve this Agreement and the transactions contemplated hereby (the “IBTX Board Recommendation”), . Each of SouthState and in the case of TCBI, that the shareholders of TCBI approve this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX SouthState Board Recommendation, in the case of IBTXSouthState, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or (ii) fail to make the TCBI SouthState Board Recommendation, in the case of TCBISouthState, or the IBTX Board Recommendation, in the case of IBTX, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal Proposal, or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the SouthState Board Recommendation, in the case of SouthState, or the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days 10 Business Days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI applicable Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing actions described in clauses (i) through (v), a “Recommendation Change”) or (vi) execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) providing for an Acquisition Proposal (an “Alternative Acquisition Agreement”). However. (b) Notwithstanding anything in this Agreement to the contrary, subject to Section 8.1 and Section 8.2, if prior to the Board receipt of Directors the Requisite SouthState Vote, in the case of SouthState, and the Requisite IBTX or TCBI, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Board of Directors mayVote, in the case of IBTX, prior to the receipt Board of Directors of SouthState and the Requisite IBTX VoteBoard of Directors of IBTX, and in the case of TCBIrespectively, prior to the receipt of the Requisite TCBI Votemay effect a Recommendation Change, submit including submitting this Agreement to its respective shareholders without recommendation (although which, for the resolutions approving this Agreement as avoidance of the date hereof may not be rescinded or amendeddoubt, shall constitute a Recommendation Change by such party), in which event such the applicable Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that law (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), if (i)(A) such Board of Directors may has received after the date hereof a bona fide Acquisition Proposal which did not result from a breach of Section 6.14, which it believes in good faith, after receiving the advice of its outside counsel and its financial advisor(s), constitutes a Superior Proposal or (B) an Intervening Event has occurred, and (ii) such Board of Directors, after receiving the advice of its outside counsel and its financial advisor(s), determines in good faith that failure to take any such actions would be inconsistent with its fiduciary duties under this sentence unless it applicable law, in each case, if, but only if, (A1) gives SouthState or IBTX, as applicable, has complied in all material respects with Section 6.14, (2) such party delivers to the other party at least three (3) business daysfour Business Days’ prior written notice of its intention to take such action action, and furnishes to the other party a reasonable description of the event events or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any person making such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstancesa copy of the proposed transaction agreement(s) and all other documents relating to such Acquisition Proposal), (B3) at prior to taking such action, such party negotiates, and causes its financial, legal, and other advisors to negotiate, in good faith with the end other party, during the four Business Day period following such party’s delivery of the notice referred to in such sub-clause (2) above (to the extent the other party desires to so negotiate) any revision to the terms of this Agreement that the other party desires to propose, and (4) after the conclusion of such notice four Business Day period, takes into account any amendment the Board of Directors of SouthState or modification the Board of Directors of IBTX, as applicable, determines in good faith, after giving effect to this Agreement proposed all of the adjustments or revisions (if any) which may be offered by the other party andpursuant to sub-clause (3) above, after receiving that, in the advice case of its outside counsel andactions described in clause (i)(A) above, such Acquisition Proposal continues to constitute a Superior Proposal and in case of actions described in either clause (i)(A) or clause (i)(B) above, it nevertheless would be inconsistent with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX SouthState Board Recommendation or TCBI the IBTX Board Recommendation, as applicable (it being agreed that, if such actions are being taken in response to an Acquisition Proposal, in the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes event that, following delivery of this Section 6.3 and will require a new the notice period as referred to in this Section 6.3. IBTX or TCBI shall adjourn or postpone the IBTX Meeting or the TCBI Meetingsub-clause (2) above, as the case may be, if, as of the time for which such meeting there is originally scheduled there are insufficient shares of IBTX Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject any material revision to the terms and conditions of this Agreement (such Acquisition Proposal, including any revision in price or other improvement in economic terms, the immediately preceding sentence)four Business Day period during which the parties agree to negotiate in good faith shall be extended, TCBI or IBTX, as if applicable, shall continue to use reasonable best efforts ensure that at least two Business Days remain to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything negotiate subsequent to the contrary hereintime IBTX notifies SouthState of any such material revision (it being understood that there may be multiple extensions)). As used in this Agreement, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX at the IBTX Meeting and (y) the TCBI Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI at the TCBI Meeting, and nothing contained herein shall be deemed to relieve either IBTX or TCBI of such obligation.term “

Shareholders’ Approvals. Each of IBTX (a) The Company shall call, give notice of, convene and TCBI shall call hold a meeting of its shareholders (the “IBTX Company Meeting” and the “TCBI Meeting,” respectively”) to be held as soon as reasonably practicable after the S-4 is declared effective, effective for the purpose of obtaining (a) the Requisite TCBI Vote and the Requisite IBTX Company Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreedand, a vote upon other matters of the type customarily brought before a an annual or special meeting of shareholders in connection with the approval of to adopt a merger agreement or as the transactions contemplated thereby, and each of TCBI and IBTX shall use its reasonable best efforts to cause such meetings to occur as soon as Company reasonably practicable and on the same datedetermines. Each of IBTX and TCBI and their respective Boards The Company Board of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX and TCBI, as applicablethe Company, the Requisite IBTX Vote and the Requisite TCBI Company Vote, as applicable, including by communicating to the respective its shareholders of IBTX and TCBI its recommendation (and including such recommendation the Company Recommendation in the Joint Proxy Statement) that, in the case of IBTX, the shareholders of IBTX that they adopt and approve this Agreement (and the “IBTX Board Recommendation”)transactions contemplated hereby, and in Company shall take all other lawful action necessary or advisable (subject to the case Company Board of TCBIDirectors’ exercise of its fiduciary duties, that including postponing or adjourning the shareholders of TCBI approve Company Meeting to make any communication permitted by this Agreement (the “TCBI Board Recommendation”), IBTX and each of IBTX and TCBI and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify to obtain a quorum or to solicit additional proxies in a manner adverse to the other party the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, (ii) fail to make the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Board Recommendation, in the case of IBTX, or the TCBI Board Recommendation, in the case of TCBI, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Meeting or the TCBI Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any favor of the foregoing adoption of this Agreement) to obtain the Required Company Vote. (any of the foregoing a “Recommendation Change”). However, b) Notwithstanding anything contained in Section 6.3(a) and subject to Section Sections 8.1 and Section 8.2, if the Company Board of Directors of IBTX or TCBIDirectors, prior to the Requisite Company Vote, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisorsadvisor, determines in good faith that it would more be reasonably likely than not result in a violation of to be inconsistent with its fiduciary duties under applicable law to make or continue to make recommend this Agreement, then in submitting this Agreement to its shareholders, the IBTX Board Recommendation or the TCBI Board Recommendation, as applicable, such Company Board of Directors may, in the case of IBTX, prior to the receipt of the Requisite IBTX Vote, and in the case of TCBI, prior to the receipt of the Requisite TCBI Vote, may (but shall not be required to) submit this Agreement to its the Company’s shareholders without a recommendation or may change, qualify or modify the Company Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such the Company Board of Directors may communicate the basis for its lack of a recommendation such change to its the Company Recommendation to the Company’s shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided provided, that such the Company Board of Directors may not take any actions under this sentence unless it (A) it gives the other party Parent (i) at least three five (35) business days’ prior written notice of its intention any intended meeting of the Company Board of Directors at which the Board intends to take consider and determine whether to submit this Agreement without a recommendation or otherwise change, qualify or modify the Company Recommendation (including specifying in such action written notice the date and time of such intended meeting); (ii) a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Company Board of Directors in response to an Acquisition a Superior Proposal (as defined below), a copy of such Superior Proposal, including the latest material terms and conditions of, and the identity of the third party in any making, such Acquisition Superior Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) circumstance); and (B) at the end of such notice period, (i) after receipt by Parent of the information and notice described in clause (A), Parent notifies the Company in writing, at least two (2) business day prior to such meeting of the Company Board of Directors, of any proposed amendment or modification to the terms and conditions of this Agreement and (ii) the Company Board of Directors takes into account any such amendment or modification to this Agreement proposed by the other party and, Parent and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisorsadvisor, nevertheless determines in good faith that it would nevertheless more be reasonably likely than not result in a violation of to be inconsistent with its fiduciary duties under applicable law to make or continue to make recommend this Agreement. Notwithstanding the IBTX foregoing, the changing, qualifying or modifying of the Company Recommendation by the Company Board Recommendation or TCBI of Directors shall not change the approval of the Company Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal of Directors for purposes of causing any takeover laws to be inapplicable to this Section 6.3 Agreement and will require a new notice period as referred to in this Section 6.3. IBTX or TCBI the transactions contemplated hereby, including the Merger. (c) The Company shall adjourn or postpone the IBTX Meeting or the TCBI Company Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Company Common Stock or TCBI Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI or IBTX, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Company Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX the Company at the IBTX Company Meeting and (y) for the TCBI Meeting shall be convened and purpose of voting on the adoption of this Agreement shall be submitted to and the shareholders of TCBI at the TCBI Meetingother matters contemplated hereby, and nothing contained herein shall be deemed to relieve either IBTX or TCBI the Company of such obligation. The Company shall use its reasonable best efforts to cooperate to hold the Company Meeting as soon as reasonably practicable after the date of this Agreement, subject to Parent’s compliance with its obligations pursuant to Section 6.1.

Shareholders’ Approvals. Each of IBTX Global Payments and TCBI TSYS shall call a meeting of its shareholders (the “IBTX Global Payments Meeting” and the “TCBI TSYS Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite TCBI TSYS Vote, the Requisite Global Payments Vote and the Requisite IBTX Global Payments Declassification Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of TCBI TSYS and IBTX Global Payments shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of IBTX Global Payments and TCBI TSYS agrees (i) to provide the other party with reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports in the last ten (10) days prior to the Global Payments Meeting or the TSYS Meeting, as applicable) and (ii) to give written notice (which, for the avoidance of doubt, may be given via e-mail) to the other party one (1) day prior to, and on the date of, the Global Payments Meeting or the TSYS Meeting, indicating whether, as of such date, sufficient proxies representing the Requisite TSYS Vote or the Requisite Global Payments Vote and the Global Payments Declassification Vote, as applicable, have been obtained. Each of Global Payments and TSYS and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of IBTX Global Payments and TCBITSYS, as applicable, the Requisite IBTX Global Payments Vote and the Global Payments Declassification Vote and the Requisite TCBI TSYS Vote, as applicable, including by communicating to the respective shareholders of IBTX Global Payments and TCBI TSYS its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of IBTXGlobal Payments, the shareholders of IBTX Global Payments approve this Agreement (the “IBTX Global Payments Board Recommendation”), and in the case of TCBITSYS, that the shareholders of TCBI TSYS approve this Agreement (the “TCBI TSYS Board Recommendation”), IBTX and each of IBTX Global Payments and TCBI TSYS and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the IBTX Global Payments Board Recommendation, in the case of IBTXGlobal Payments, or the TCBI TSYS Board Recommendation, in the case of TCBITSYS, (ii) fail to make the IBTX Global Payments Board Recommendation, in the case of IBTXGlobal Payments, or the TCBI TSYS Board Recommendation, in the case of TCBITSYS, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the IBTX Global Payments Board Recommendation, in the case of IBTXGlobal Payments, or the TCBI TSYS Board Recommendation, in the case of TCBITSYS, in each case within ten (10) business days (or such fewer number of days as remains prior to the IBTX Global Payments Meeting or the TCBI TSYS Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of IBTX Global Payments or TCBITSYS, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Global Payments Board Recommendation or the TCBI TSYS Board Recommendation, as applicable, such Board of Directors may, in the case of IBTXGlobal Payments, prior to the receipt of the Requisite IBTX Global Payments Vote, and in the case of TCBITSYS, prior to the receipt of the Requisite TCBI TSYS Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the IBTX Global Payments Board Recommendation or TCBI TSYS Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. IBTX Global Payments or TCBI TSYS shall adjourn or postpone the IBTX Global Payments Meeting or the TCBI TSYS Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of IBTX Global Payments Common Stock or TCBI TSYS Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting TCBI TSYS or IBTXGlobal Payments, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite TCBI TSYS Vote or the Requisite IBTX Global Payments Vote, and subject to the terms and conditions of this Agreement (including the immediately preceding sentence), TCBI or IBTX, as applicable, shall continue to use reasonable best efforts to solicit proxies from its shareholders in order to obtain the Requisite TCBI Vote or the Requisite IBTX Vote, respectively. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless this Agreement has been terminated in accordance with its terms, (x) the IBTX Global Payments Meeting shall be convened and this Agreement shall be submitted to the shareholders of IBTX Global Payments at the IBTX Global Payments Meeting and (y) the TCBI TSYS Meeting shall be convened and this Agreement shall be submitted to the shareholders of TCBI TSYS at the TCBI TSYS Meeting, and nothing contained herein shall be deemed to relieve either IBTX Global Payments or TCBI TSYS of such obligation.