On January 1, 2019 (the “Closing Date”), Veritex Holdings, Inc.(“Veritex”), the parent holding company of Veritex Community Bank (“Veritex Bank”), completed the transactions contemplated by the Agreement and Plan of Reorganization, dated as of July 23, 2018, by and among Veritex, MustMS, Inc., a wholly owned subsidiary of Veritex (“Merger Sub”), and Green Bancorp, Inc. (“Green”), the parent holding company of Green Bank, N.A. (“Green Bank”). On the Closing Date, Merger Sub was merged with and into Green, with Green continuing as the surviving corporation and a wholly owned subsidiary of Veritex (the “Merger”) (the effective time of the Merger, the “Effective Time”), immediately thereafter, Green (as the surviving corporation) was merged with and into Veritex, with Veritex as the surviving corporation (together with the Merger, the “Holdco Mergers”), and immediately thereafter, Green Bank was merged with and into Veritex Bank, with Veritex Bank continuing as the surviving bank (together with the Holdco Mergers, the “Merger Transactions”). On January 1, 2019, the Veritex board of directors received letters of resignation from April Box (who previously served on the Corporate Governance and Nominating Committee of the Board), Blake Bozman (who previously served on the Audit Committee and the Compensation Committee of the Board) and Gordon Huddleston (who previously served on the Audit Committee of the Board), in each case, effective as of the Effective Time.

The foregoing resignations were accepted in order to accommodate the new directors appointed to the Board. in accordance with the terms of the Agreement. These resignations are not as a result of any disagreement between any such director and Veritex, its management or the Board (or any committee thereof).

Pursuant to the terms of the Agreement, the Board appointed certain former members of the Green board of directors to the Board, effective as of the Effective Time, to hold such office until the next annual meeting of Veritex's shareholders, and, pursuant to the terms of the Agreement, such persons will be nominated for election at the next annual meeting of Veritex's shareholders following the Effective Time. The names and committee designations of such directors are set out below. Manuel J. Mehos (age 64) - Compensation Committee; Steven D. Lerner (age 65) - Audit Committee; and William D. Ellis (age 56) - Audit Committee.

Pursuant to the terms of the Agreement, Mr. Mehos entered into a separation agreement and release with Veritex, dated July 23, 2018 and effective upon the closing of the Merger Transactions (the “Mehos Agreement”), pursuant to which Mr. Mehos' employment with Green terminated and Mr. Mehos was appointed to serve as a member of the Board, each effective as of Closing Date. Pursuant to the terms of the Agreement, the Board appointed Terry S. Earley to be the Executive Vice President and Chief Financial Officer of Veritex, with Noreen Skelly, the current Executive Vice President and Chief Financial Officer of Veritex, continuing in the role of Executive Vice President of Veritex, and the board of directors of Veritex Bank appointed Geoffrey D. Greenwade to be the Executive Vice President and Houston City President of Veritex Bank, in each case, effective as of the Effective Time. Mr. Earley has served as Executive Vice President and Chief Financial Officer of Green since March 27, 2017 and as Executive Vice President and Chief Financial Officer of Green Bank since July 19, 2017.

From December 2011 to March 2017, Mr. Early served as Executive Vice President and Chief Financial Officer of Yadkin Financial Corporation and its predecessors. Mr. Greenwade has served as the President of Green since 2013. From 2008 to 2013, Mr. Greenwade served as Executive Vice President of Green.

Prior to joining Green in 2008, Mr. Greenwade served as regional Manager of the Business Banking Department and Executive Vice President of the Commercial Banking Department of Wells Fargo. He has also served as Market President, Lending Manager and Commercial Loan Officer of Bank of America.