Common use of Board Observer Clause in Contracts

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.

Board Observer. The Company hereby agrees that, from and after If the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Aggregate Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors JBH and the Bank BoardJBH Subsidiaries falls below 10%, then, until the later of the date upon which (a) the Aggregate Ownership of JBH and the JBH Subsidiaries falls below 5% or (b) that certain Transition Services Agreement between JBH and the Company dated as of [_________], 2008 (as amended from time to time) is terminated or expires according to its terms, JBH shall invite have the right to appoint a person designated by RMB Capital and reasonably acceptable to the Company representative (the “ObserverBoard Representative”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board as a non-voting observer, whether such meeting is conducted in person or by teleconference. The Board Representative shall have the right to present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of Directors this Section 3, the Company shall cause the Board Representative to be provided with all communications and materials that are provided by the Bank Company or its consultants to the members of the Board generally, at the same time and in the same manner as that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. The Board Representative shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s subsidiaries and to review the progress of the Company and the Company’s subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board of Directors or the Bank Board (Representative on an interim basis, as the case Board Representative may be)reasonably request from time to time, shall provide and as would not unreasonably interfere with the Observer with all written materials and other information given to duties of the members of the Board senior executive management team of Directors or the Bank Board (as Company. Notwithstanding any other provision of this Section 3 to the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meetingcontrary, the Company shall give written notice thereof to or the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold keep confidential from the Board Representative for such period of time as the Company or the Board deems reasonable any information and copies of written materials the Company is required by law or agreement with a third party to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid keep confidential. As a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation condition of the Health Insurance Portability & Accountability Act exercise of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further their rights under this Section 23, the Board Representative shall enter into such agreements or undertakings with the Company to maintain the confidentiality of information provided to them in connection with the exercise of such rights as the Company may reasonably request.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so For as long as RMB Capital and its Affiliates in DIRECTV beneficially owns at least 75% of the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving total shares of Class A Common Stock to be issued on the Board Share Delivery Date (appropriately adjusted for stock splits or stock dividends or in connection with a combination of Directors and shares, recapitalization, merger, consolidation or other reorganization), DIRECTV shall have the Bank Board, right to designate a non-voting observer to the Company shall invite a person designated by RMB Capital and Board ("DIRECTV Observer"), who is reasonably acceptable to the Company (Board, who shall have the “Observer”) right to notice of and attend meetings of the all Company Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacitymeetings. The DIRECTV Observer shall be entitled to attend such meetings only in the event RMB Capital does not receive and have a Board Representative on the Board full access to all information and materials provided to any of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Company Board (as except where materials are provided only to a committee that was appointed by the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may beCompany Board) at the same time as the Company Board member(s) receive such materials and information are given subject to such members (provided, however, the following limitation: In the event that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event matter being considered by the Company proposes Board directly concerns a transaction with a domestic distributor of the Hallmark Channel, with a distributor outside of the United States where DIRECTV, Inc. or an Affiliate has operations or with an entity affiliated with DIRECTV, the Company Board may exclude the DIRECTV Observer from such portion of the Company Board meeting and redact such information and materials. However, if the Company issues any Equity to take any action by written consent in lieu distributor of a meetingthe Hallmark Channel, the Company shall give DIRECTV written notice thereof to the Observer of such issuance not less than ten (10) business days prior to such issuance and include therein the effective date amount of Equity to be issued, the obligations assumed by such consent describing distributor in exchange for the nature and substance of such action and including Equity, including, without limitation, any obligations that are similar to those set forth on Schedule 10.11 hereof, the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman obligations of the Board (orCompany and its Affiliates in connection with such Equity issuance, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board Other Distributor Proportion. DIRECTV shall have the right to withhold any information be and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its the DIRECTV Observer to agree be obligated to hold in confidence any and trust and to act in a fiduciary manner with respect to all information provided to such Observer (received in any Company Board meeting or otherwise in the DIRECTV Observer's capacity as such, except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources is publicly disclosed by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent Company, provided that the Board of Directors or the Bank Board, as the case may be, will, in DIRECTV Observer shall be entitled to report any such portion thereof be discussing any matters related and all information to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter DIRECTV. DIRECTV shall not and DIRECTV shall ensure that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter DIRECTV Observer shall be deemed to be adverse to the interests of RMB Capital merely because not use such matter may adversely impact the price of information for any purpose other than for DIRECTV's analysis of the Company’s Securities. RMB Capital covenants 's financial condition and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to operations and shall comply with all requirements and obligations applicable to members limitations of the Board law, including securities laws, regarding the use of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2such information.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have shall permit a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board representative of Directors and the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company Chesapeake (the “Observer”) to attend all meetings of the Board of Directors and the Bank Board (including any meetings of all committees thereof on which the Board Representative would be permitted to attend(whether in person, telephonic or other) in a nonvotingnon-voting, nonparticipating observer capacity. The Observer capacity and shall be entitled provide to attend such meetings only in Chesapeake the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented receive all notices, reports and other communications sent to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board directors, at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given they are transmitted to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the directors. The Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof and need not be provided such materials if doing so is, in a majority of the written advice Board of counsel, Directors reasonably believes that the Observer’s attendance at such meeting or access to such information would: (Ai) necessary to protect the adversely affect attorney-client privilege between such party the Company and its counsel, ; (Bii) necessary to avoid a violation of fiduciary requirements under applicable law, represent confidential or proprietary business information that could be misused by Chesapeake; or (Ciii) necessary involve a conflict of interest between the Company and Chesapeake. Chesapeake agrees and acknowledges that it and the Observer will be bound by the confidentiality provisions of Section 8.7 of this Agreement. The Company acknowledges that Chesapeake and the Observer may have, from time to avoid time, information (“Information”) that may be of interest to the Company regarding a violation wide variety of the Health Insurance Portability & Accountability Act matters including, by way of 1996example only, as amendedcurrent and future investments Chesapeake has made, may make, may consider or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner may become aware of with respect to all information provided other companies that may be competitive with the Company’s. The Information may or may not be known by the Observer. The Company agrees that Chesapeake and the Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any investments based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Company if it were aware of such Observer (except Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or that would require Chesapeake or the Observer to disclose any such information can be shown Information to have been (1) previously known by such party the Company or offer any opportunity relating thereto to the Company. Any one of the individuals named on a nonconfidential basisSchedule 3.2 may act as Chesapeake’s Observer. From time to time, (2) in the public domain through no fault of such partyChesapeake may, or (3) later lawfully acquired from other sources upon written notice to and approval by the party Company, propose an amendment to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board Schedule 3.2 to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under replace any of the Transaction Documents or any other matter that the Chairman individuals named on Schedule 3.2 with different individuals who may act as Observer. The right of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse Chesapeake to the interests of RMB Capital provided, however, no matter an Observer shall be deemed suspended during the time period in which Chesapeake has exercised its right to be adverse to direct the interests election and appointment of RMB Capital merely because a director under Section 3.4 hereof and such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to directors hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2office.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for (a) For so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank BoardObligations are outstanding, the Company Purchaser shall invite have the right to appoint one representative (the “Observer”) as a person designated by RMB Capital and reasonably acceptable to the Company non-voting observer (the “Observer”) to the board of directors of the Borrower (the “Board”) and each of its committees, which Observer shall be reasonably acceptable to the Borrower. The initial Observer shall be the Purchaser and the Borrower hereby approves the designation of the Purchaser as the initial Observer. Any subsequent Observer shall be designated by written notice from the Purchaser to the Borrower. The Observer shall have the right to attend (which attendance may occur telephonically at the election of the Observer) and participate in all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacitythereof. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any no right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company Borrower shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board thereof at the same time and in the same manner as the other members of the Board or such committee receive notice of Directors or the Bank Board (as the case may be), such meetings. The Borrower shall provide permit the Observer with to attend and participate in all meetings thereof. The Observer shall be entitled to receive all written materials and other information given to other members of the Board and such committees in connection with such meeting or otherwise (including, for the avoidance of Directors or doubt, such monthly information rights in the Bank Board (as same manner and scope prepared for use by management and the case may be) Board), at the same time such materials and information are given to the other members of the Board and such members (providedcommittees, however, that and the Observer shall not be provided any confidential supervisory information) keep such materials and information confidential, and shall permit abide by the Observer to attend as an observer at all meetings thereof, and in Borrower’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. If the event the Company Borrower or any Subsidiary proposes to take any action by written consent in lieu of a meetingmeeting of the Board, then the Company Borrower or such Subsidiary shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) at the same time as such written consents are provided to the members of the Board. The Borrower shall pay and reimburse the reasonable and documented out-of-pocket costs and expenses of the Observer incurred in connection with traveling to and attending such meetings of the Board and committees thereof. Notwithstanding anything contained in this Section 8.14 to the contrary, the Observer designated hereunder may be excluded from executive sessions comprised solely of independent directors by any meeting (or portion thereof), or denied access to any materials, if and to the Chairman of extent the Board reasonably and in good faith determines (ori) such recusal is reasonably necessary based on the advice of counsel to preserve attorney-client privilege, if (ii) there exists, with respect to any deliberation or board or committee materials, an actual or potential conflict of interest between the Observer, and the Borrower or its Subsidiaries, as applicable, or (iii) based on the lead or presiding independent director) if, in the written advice of counsel, such exclusion recusal is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known required by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Applicable Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.

Board Observer. The Company hereby agrees that(a) Subject to the terms and conditions of this Agreement, from and after the Closing DateEffective Date and until a Termination Event (as defined below) shall have occurred, for so long the Shareholder shall have the right, effective immediately, to designate one person to be appointed as RMB Capital and a board observer (“Board Observer”). The Shareholder shall exercise these rights, in its Affiliates in sole discretion, from time to time by providing written notice to the aggregate have a Minimum Ownership Interest, and do not have Company. ▇▇▇▇▇▇ ▇. ▇▇▇▇ is hereby designated by the Shareholder to serve as a Board Representative currently serving on Observer, effective as of the Effective Date. (b) The Board of Directors and Observer shall have the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) right to attend and participate in all meetings of the Board of Directors in a non-voting capacity, and the Bank Company shall provide such Board (including any meetings Observer copies of committees thereof on all notices, consents, minutes and other materials, financial or otherwise, which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented Company provides to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be)Board, shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of if the Board (orObserver does not, if applicable, the lead or presiding independent director) if, in upon the written advice request of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold before attending any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board Board, execute and deliver to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related Company an agreement to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold abide by all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith, upon advice of Directors counsel, that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, or for other similar reasons. The Shareholder may revoke the designation of any person as the Board Observer at any time upon written notice to the Company after which the Shareholder shall be entitled to designate a replacement Board Observer. (c) The Board Observer shall serve under the Securities Actterms of the Board Observer and Indemnification Agreement attached hereto as Exhibit 1 with such changes as may be agreed upon by the Company and the Board Observer. (d) The Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Exchange ActBoard Observer in connection with his or her services provided to or on behalf of the Company, including attending meetings (including committee meetings) or events attended on behalf of the Sarbanes Oxley Act of 2002 Company at the Company’s request. (e) The Company shall (i) purchase directors’ and all other Lawsofficers’ liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as the Board Observer serves in such capacity, in each case, only maintain such coverage with respect to the extent (if at all) applicable to the Board Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.

Board Observer. The a) For purposes of this Section 9, the term “Company” refers to each of Community Shores and the Bank. Commencing upon the closing of the Rights Offering, the Company hereby agrees thatwill permit the Backstop Party to designate, from and after the Closing Dateat its sole discretion, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the one (1) individual to attend all Board of Directors and the Bank Board, meetings of the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company as an observer (the “Board Observer”) to attend meetings for the periods specified in Subsection (a)(i) below. For the avoidance of doubt, the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented voting rights or fiduciary obligations to the Company or its shareholders, but shall be bound by the same confidentiality and i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations as the members of the Board. i. The initial Board of Directors or Observer designated by the Bank Backstop Party shall be B▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. (“Mr. Essex”), who may act as a Board or any committee thereof. The Company shall give Observer until the Observer written notice of each Company’s annual meeting of the Board in May of 2016. At the 2016 Annual Meeting of the Board, the Backstop Party may designate Mr. Essex, or another individual subject to the prior approval of the Board, which shall not be unreasonably withheld, to continue to act as a Board Observer until the 2017 Annual Meeting of the Board. At the 2017 and 2018 Annual Meetings of the Board, the Backstop Party may designate an individual to serve as a Board Observer, but the Board may, in its sole discretion, elect to withhold the right of such individual, or any individual, to act (or to continue to act) as a Board Observer. ii. The Company will provide the Board Observer with actual notice of all regular and special meetings of the Company’s Board of Directors and the Bank Board at the same time and in the same manner as provided to directors, and will provide to such Board Observer a copy of all materials and information distributed at or prior to such meetings or otherwise to the members directors of the Company. Such meetings will be held in person at least quarterly. The Board Observer shall execute a confidentiality agreement in form and substance reasonably satisfactory to the Company prior to participating in a meeting of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written receiving related materials and other information given to members of information. Notwithstanding the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (providedforegoing, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Board Observer may be excluded from executive sessions comprised solely not attend any portion of independent directors by the Chairman a meeting of the Board (or, if applicable, the lead during which a transaction or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order agreement with or for the Company to comply with applicable law, regulation benefit of the Backstop Party or stock exchange listing standards (it any affiliate is being understood that it is not expected that considered by the Observer would be excluded from routine executive sessions), Board; (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold require the Board Observer to leave any information meeting if the Board needs to deliberate independently; and to (3) the Board may exclude the Board Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary access to protect information discussed or presented or attendance at such meeting would adversely affect the attorney-client privilege between such party the Company and its counsel, (B) necessary to avoid . Attendance of a violation of fiduciary requirements under applicable law, or (C) necessary to avoid Board Observer at a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings meeting of the Board of Directors as well as the Bank Board shall not be required to the extent that the Board of Directors or the Bank Boardestablish a quorum for such meeting. b) The Backstop Party may, as the case may beat any time, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from terminate its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights right under this Section 29 by providing written notice of such termination to the Company. The rights provided by this Section 9 may not be assigned by the Backstop Party.

Board Observer. The Company hereby agrees that, from and after A Board Observer appointed pursuant to Section 1 shall have the Closing Date, right to present matters for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on consideration by the Board and to speak on matters presented by others at such meetings of Directors and the Bank Board, the Company . A Board Observer shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) not be entitled to attend meetings of the any Board of Directors and the Bank Board (including any committee except for meetings of special or standing committees thereof on to which the Board Representative would be permitted to attend) Observer has been granted in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled writing by the Board the right to attend one or more such meetings only in the event RMB Capital does not have a meetings. A Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any the right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Subject to the confidentiality provisions of this Section 3 and any applicable related person, conflict of interest, recusal or similar policy or practice of the Company, the Company shall give cause the Board Observer written notice of each meeting to be provided with all communications and materials that are provided by the Company or its consultants to the members of the Board of Directors and the Bank Board generally, at the same time and in the same manner as that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. The Board Observer shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s subsidiaries and to review the progress of the Company and the Company’s subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board of Directors or the Bank Board (Observer on an interim basis, as the case Board Observer may be)reasonably request from time to time, shall provide and as would not unreasonably interfere with the Observer with all written materials and other information given to duties of the members of the Board senior executive management team of Directors or the Bank Board (as Company. Notwithstanding any other provision of this Section 3 to the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meetingcontrary, the Company shall give written notice thereof to or the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold keep confidential from the Board Observer for such period of time as the Company or the Board deems reasonable any information and to exclude copies of written materials the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable Company is required by law, rule, regulation or (C) necessary agreement with a third party to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital keep confidential. The Board Observer shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all not use or disclose any confidential information provided to or learned by him or her in connection with the Board Observer’s rights hereunder for any purpose other than the observation and participation rights contemplated hereby, unless otherwise required by law. As a condition of the exercise of his or her rights under this Section 3, the Board Observer shall enter into such further agreements or undertakings with the Company to maintain the confidentiality of information provided to them in connection with the exercise of such rights as the Company may reasonably request. The Shareholder will cause each Board Observer (except appointed by it to agree to abide by and be subject to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings obligations imposed upon members of the Board of Directors as well as the Bank Board pursuant to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any Article 12 of the Company’s Securities. RMB Capital covenants bylaws (or any successor provision thereto) and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members Section 3 of the Board Company’s Code of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 Business Conduct and all other Laws, in each case, only to the extent Ethics (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2or any successor provision thereto).

Board Observer. The (a) For so long as a Member together with its Affiliates holds an aggregate Company hereby agrees thatPercentage Interest that is greater than or equal to the Requisite Observer Appointment Percentage but less than the Requisite Two-Observer Appointment Percentage, such Member shall be entitled to appoint one person to serve as an observer of the Board (a “Board Observer”), (b) for so long as a Member together with its Affiliates holds an aggregate Company Percentage Interest that is greater than or equal to the Requisite Two-Observer Appointment Percentage but less than the Requisite Three-Observer Appointment Percentage, such Member shall be entitled to appoint two (2) persons to serve as Board Observers and (c) for so long as a Member together with its Affiliates holds an aggregate Company Percentage Interest that is greater than or equal to the Requisite Three-Observer Appointment Percentage, such Member shall be entitled to appoint three (3) persons to serve as Board Observers; provided that from and after the First Closing Dateuntil the Final Closing, for so long New Investor shall be entitled to appoint three (3) persons to serve as RMB Capital and its Affiliates in Board Observers whether or not New Investor holds the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank BoardRequisite Observer Appointment Percentage, the Company Requisite Two-Observer Appointment Percentage or the Requisite Three-Observer Appointment Percentage. Any Board Observer shall invite a person designated by RMB Capital have the right to receive notice of, attend and reasonably acceptable to the Company (the “Observer”) to attend participate in all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) receive all information, in a nonvotingeach case, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given provided to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (Managers; provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have reserves the right to withhold any information and to exclude the Observer any such Board Observers from any meeting or any portion thereof if doing so is, in to the written advice of counsel, extent (Aand only to the extent) access to such information or attendance at such meeting is reasonably necessary to protect preserve the attorney-client or other legal privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, Company or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act result in a fiduciary manner conflict of interest. No Board Observer shall have any voting rights with respect to all information provided to such Observer (except any matter brought before the Board or any fiduciary obligations to the extent Company or the Members, but each Board Observer shall be bound by the same confidentiality obligations as the Managers as set forth in Section 14.11. A Member may cause its Board Observer to resign or appoint a replacement Board Observer from time to time by giving written notice to the Company. Subject to the proviso in the first sentence of this Section 6.4, in the event that such information can be shown a Member’s Company Percentage Interest decreases to less than the requisite Company Percentage Interest required for the number of Board Observers that have been (1) previously known appointed by such party on a nonconfidential basisMember at such time, (2such Member shall immediately cause the applicable number of Board Observers to resign and the last sentence of Section 6.1(c) shall apply mutatis mutandis. Notwithstanding anything in this Agreement to the public domain through contrary, in no fault event shall the total number of such party, or Board Observers appointed by the New Investor Group exceed three (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.

Board Observer. (a) The Company hereby agrees that, from and after Borrower shall permit a single designee of the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have Administrative Agent to be a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable board observer to the Company Borrower (the “Board Observer”) to attend meetings of ). In such capacity, the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such all regularly scheduled meetings only in of the event RMB Capital does Board, including but not have a Board Representative on the Board of Directors limited to regularly scheduled meetings occurring each fiscal quarter, and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting may attend all other meetings of the Board of Directors and the Bank Borrower by invitation. The Borrower shall ensure that the Board Observer is invited to each such meeting at the same time and in the same manner as the members each other member of the Board of Directors or the Bank and that such Board (as the case may be), shall provide the Observer with receives all written board materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman each other member of the Board (orwhich board materials Administrative Agent shall share promptly with each Lender); provided that any such material may be redacted by ▇▇▇▇▇▇▇▇, if applicable, and Borrower may exclude the lead or presiding independent director) if, in Board Observer from meetings of the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions)Board, (2i) the Company, the Board of Directors, the Bank and the Bank Board shall have the right if access to withhold any such information and to exclude the Observer from any or attendance at such meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect could adversely affect the attorney-client privilege between such party the Company and counselits counsel or result in disclosure of trade secrets or a conflict of interest, (Bii) necessary if such Board Observer is a competitor of the Company, (iii) in order to avoid a violation of fiduciary requirements protect individually identifiable health information (as defined under applicable lawHIPAA), or (Civ) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent such materials or meetings relate to the executive committee or compensation audit committee; provided, further, that such redactions and the exclusion of the Board Observer are restricted so as to be only as extensive as is reasonably necessary in order to exclude or prevent access to the Board Observer to information can described herein. If appointed, the Board Observer may resign or withdraw at any time, or, at the request of the Borrower or the Administrative Agent, be shown replaced by a designee of the Administrative Agent that is reasonably acceptable to have been the Borrower. (1b) previously known Without otherwise limiting the Administrative Agent’s and ▇▇▇▇▇▇▇’ right to expense reimbursement hereunder, the Borrower shall reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by such party or on a nonconfidential basis, (2) behalf of the Administrative Agent or the Board Observer in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of attending any in-person meetings of the Board board of Directors as well as directors thereof or otherwise in connection with the Bank Board to the extent that the Board exercise of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s their rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2hereunder.

Board Observer. The Company hereby agrees that, from and after During the period beginning on the Closing Date, for so long as RMB Capital Date and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving ending on the Board of Directors and date the Bank BoardStockholder Approval is obtained, the Company Singapore Entity shall invite a person designated by RMB Capital and reasonably acceptable also be entitled to the Company designate one non-voting observer (the “Observer”) to the Board of Directors to attend all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on and subcommittees thereof, which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only employee of the Singapore Entity or Affiliate thereof designated by the Singapore Entity (including in the event RMB Capital does any designee is unable to serve, or no longer serves, as the Observer for any reason), provided that the Observer may not have a Board Representative on be changed more than once per calendar year without the Board consent of Directors and the Bank Board. The Observer Company (except that no consent shall not have any right to vote on any matter presented be required if the change is due to the Board prior Observer’s death, disability, or termination of Directors employment with the Singapore Entity or its affiliates). Notwithstanding anything herein to the Bank Board or any committee thereof. The Company shall give contrary, only to the Observer written notice extent required by the rules and interpretive guidance of the Trading Market, each meeting of the following committees of the Board of Directors shall be entitled to exclude the Observer from attending any meeting, or portion thereof, of such committee to the extent required by applicable law, regulation, or Trading Market rules, or for agenda items that involve executive sessions or similarly sensitive personnel matters: the Audit Committee, the Nominating and Corporate Governance Committee and the Bank Compensation Committee. The Board at of Directors will give the Observer the same time and in the same manner as the members prior notice given to each member of the Board of Directors or in a manner permitted by the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given Company’s governing documents for notice to members directors of the Board time and place of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (any proposed meeting, provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit enter into a customary confidentiality agreement with the Company pursuant to which the Observer will agree to attend as an observer at hold in confidence all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof documents or materials so provided to the Observer prior on terms satisfactory to the effective date of such consent describing Company before being granted the nature rights contained in this Section 4.17(b), and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer shall agree to adhere to all applicable Board policies, including, without limitation, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy. The Observer will be entitled to be present in person or by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and will be entitled to participate in all discussions conducted at such meeting, but the presence of the Observer shall not be required for purposes of establishing a quorum. In no event shall the Observer (i) have the right to propose or offer any motions or resolutions to the Board of Directors or committees and subcommittees thereof; or (ii) have the right to vote on any matter under consideration by the Board of Directors or any committees and subcommittees thereof or otherwise have any power to cause the Company to take, or not to take, any action. The Company will deliver to the Observer copies of all materials that may be excluded distributed from executive sessions comprised solely of independent directors by time to time to the Chairman members of the Board of Directors (orin their capacity as such) at such time as such materials are so distributed to them, if applicableincluding copies of any written consents, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that and the Observer would shall otherwise be excluded from routine executive sessions)given copies of all materials, (2) the Companyincluding access to all electronic portals and materials, given or made available to other members of the Board of Directors, in order to afford the Bank and Observer the Bank same access as all other members of the Board shall have of Directors. Notwithstanding anything herein to the right to contrary, the Company may withhold any information and to or materials from the Observer or exclude the Observer from any meeting or portion thereof if doing so isthe Board of Directors determines, acting in the written advice of counselgood faith, that access to such information or materials or attendance at such meeting (Aor portion thereof) necessary to protect would (i) adversely affect the attorney-client or work product privilege between the Company and its counsel (provided that any such party and counsel, exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege); (Bii) such exclusion is necessary to avoid a violation conflict of fiduciary requirements under applicable law, interest or disclosure that is restricted by any agreement to which the Company or any of its affiliates is a party or otherwise bound with any other person; or (Ciii) necessary to avoid a violation the Observer or the Singapore Entity is in material breach of the Health Insurance Portability & Accountability Act of 1996, as amended, this Agreement or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) policies applicable to the Observer. If RMB Capital Singapore Entity or the Observer and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2such breach remains uncured.