Common use of Company Board Clause in Contracts

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause the Company Chief Executive Officer and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members of the Company Board and (ii) cause the RBS Designee to be a member of each of the Bank Boards. (b) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting proxies in favor of the election of such persons. The Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy on the Company Board or the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBS, to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03, and (ii) except for the removal of an RBS Designee for Cause, use its best efforts not to permit the removal from the Company Board or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to this Section 5.03. (d) On the Second Threshold Date, the RBS Designee shall submit his or her resignation from the Company Board in accordance with any applicable Corporate Governance Guidelines of the Company in effect at such time. Unless otherwise specified in such resignation, the acceptance by the Company Board of such resignation shall not be required for such resignation to take effect.

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause The Company, the Company Chief Executive Officer Nominating and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members Corporate Governance Committee of the Company Board and (ii) cause the RBS Designee to be a member of each of Company Board have taken all actions so that, immediately following the Bank Boards. (b) Until Closing, without any further action by the Second Threshold Date, RBS shall have the right (i) to designate for nomination by Company or the Company Board (or any nominating committee thereof), (A) the Company Board shall have been increased to a total of eight (8) members, and (B) the individuals listed on Schedule 4.j shall be added as members of the Company Board (collectively with any successors as set forth herein, the “Board Designees”), filling the vacancies created by the increase in the size of the Board to eight (8) members. One Board Designee shall be allocated as a Class I Director and the other Board Designee shall be allocated as a Class II director, as further set forth on Schedule 4.j. At any time when two (2) Board Designees are serving concurrently on the Company Board, one such Board Designee must meet the independence standards of the Principal Market applicable to board members generally and may not be an employee, contractor, agent, advisor, representative, or Affiliate of the Lead Investor, and must be selected by the Lead Investor and agreed to by the Company (such agreement not to be unreasonably withheld) prior to appointment (an “Independent Board Designee”). The Board Designee who is an employee, contractor, agent, advisor, representative, or Affiliate of the Lead Investor (an “Affiliated Board Designee”) shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇. To the extent the Independent Board Designee is not identified at Closing, then, following the selection of such Independent Board Designee by the Lead Investor and the agreement to such selection by the Company, the Nominating and Corporate Governance Committee of the Company Board and the Company Board shall take all actions necessary to promptly appoint such Independent Board Designee to the Company Board. (ii) Except as provided herein: (i) in connection with any annual meeting of the stockholders of the Company or any special meeting of the stockholders of the Company at which directors are to be elected, the Nominating and Corporate Governance Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or election), recommend that the Company’s stockholders vote in favor of election to the Company Board the RBS Designee and of (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for ’s right to withhold such recommendation if a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting majority of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is members determine that they cannot present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to in good faith and in consideration of their fiduciary duties approve such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same termsrecommendation), and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting solicit proxies in favor of the election of such persons. The of, and the Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy on and the Company Board shall otherwise take all actions as are reasonably necessary or the Bank Boards created by the resignationdesirable to elect, removal or incapacity each Board Designee whose term of the RBS Designee with another RBS Designee identified by RBS, office expires at such stockholder meeting to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03Company Board, and (ii) except for the removal of an RBS Designee for Causeas provided herein, use its best efforts not to permit the removal from the Company Board shall not take any action to increase the size of the Company Board to more than eight (8) members without the consent of the Lead Investor. If any Board Designee is not elected or the Bank Boards of any RBS Designee without RBS’s consent re-elected to the extent RBS would Company Board at such time have nomination rights (or appointment rights, in the case any meeting of the Bank BoardsCompany’s stockholders, then, subject to the limitations set forth in Section 4.j(ii)(B), the Company Board shall promptly increase the size of the Company Board by one (1) for member, if necessary, and appoint the applicable Board Designee to fill the resulting vacancy. (A) For purposes of this Agreement, “Ownership Threshold Percentage” means, at any time, a percentage equal to the quotient of (x) the total number of shares of Class A Common Stock beneficially owned by the Lead Investor and its Fund Affiliates collectively at the time of such RBS Designee calculation that were acquired pursuant to this Section 5.03. Agreement and the Transaction Documents other than Note Conversion Shares and Note Conversion Common Shares beneficially owned as a result of the Lead Investor or its Fund Affiliates’ ownership of the Notes, Note Conversion Shares or conversion thereof, which total number shall assume full conversion of the Preferred Shares and the full exercise of the Warrants (dwithout giving effect to any beneficial ownership limitation or other restrictions applicable to such conversion or exercise) On then held by the Second Threshold DateLead Investor and its Fund Affiliates (the “Offering Related Shares”), and shall, for the RBS Designee shall submit his or her resignation from avoidance of doubt, include Conversion Shares issuable on account of the Company Board Accruing Dividend as defined in the Certificate of Designations and any adjustment to the number of shares of Class A Common Stock underlying the Preferred Shares and the Warrants then held effected in accordance with any applicable Corporate Governance Guidelines the provisions of the Company Warrants or the Certificate of Designations, divided by (y) the total number of shares of Class A Common Stock into which the Preferred Shares held by the Lead Investor and its Fund Affiliates collectively at the time of Closing are convertible and the Warrants held by the Lead Investor and its Fund Affiliates collectively at the time of Closing are exercisable (without giving effect to any beneficial ownership limitation or other restrictions applicable to such conversion or exercise). For purposes of this Agreement, (y) “Fully-Diluted Ownership Percentage” means, at any time, a percentage equal to the quotient of (I) the sum of the Offering Related Shares beneficially owned by the Lead Investor and its Fund Affiliates collectively, plus any Note Conversion Common Shares beneficially owned as a result of the Lead Investor or its Fund Affiliates’ ownership of the Note Conversion Shares then held (but excluding any Note Conversion Shares or Note Conversion Common Shares deemed to be beneficially owned by the Lead Investor or its Fund Affiliates as a result of their ownership of Notes then held and not converted), in each case at the time of such calculation and without giving effect at to any beneficial ownership limitation or other restrictions applicable to such time. Unless otherwise specified in conversion or exercise, divided by (II) the number of Fully-Diluted Shares outstanding as of such resignationdate but excluding any Note Conversion Shares or Note Conversion Common Shares deemed to be beneficially owned by the Lead Investor or its Fund Affiliates as a result of their ownership of Notes then held and not converted, and “Fund Affiliate” means (a) each of ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (each a “Principal” and collectively, the acceptance “Principals”), (b) any Person controlled by a Principal or the Company Board Principals (a “Controlled Person”), and (c) any Person under common control with a Controlled Person or the Lead Investor, with “control” as defined in connection with the definition of such resignation shall not be required for such resignation to take effectAffiliate hereunder.

Company Board. (a) From Whitney hereby agrees that it will vote all of its Common Stock, Common Stock Equivalents and any voting stock of EduTrades (together with the Effective Date until Common Stock and Common Stock Equivalents, “Voting Stock”) owned or held of record by Whitney so as to elect (as of the Second Threshold Closing Date) and, during such period as this Section 2.3 is effective, to continue in office a Company Board and board of directors of EduTrades (the “EduTrades Board”) that will include at least one designee of Purchaser (the “Purchaser Designee”). (b) The Company and EduTrades, acting through the Company Board and the EduTrades Board, respectively, each agree to (i) immediately following the Closing, in accordance with applicable law and the Company’s Certificate of Incorporation and By-Laws, elect the Purchaser Designee to such board of directors, (ii) include in its annual proxy statement (or any other solicitation of stockholder consent) the nomination and recommendation of such board of directors that the stockholders approve the re-election or appointment, as the case may be, of the Purchaser Designee to such board of directors and (iii) use its reasonable best efforts to obtain such approval. (c) If at any time Purchaser shall notify the Company or EduTrades of its desire to remove, with or without cause, any Purchaser Designee, the Company and RBS or EduTrades, as the case may be, shall (i) use their its reasonable best efforts to cause the Company Chief Executive Officer and the RBS removal of such Purchaser Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members of from the Company Board or the EduTrades Board, as the case may be, and (ii) cause the RBS Designee to be a member of each Whitney shall vote all of the Bank BoardsVoting Stock owned or held of record by Whitney so as to remove such Purchaser Designee. (bd) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board the RBS Designee and (ii) to appoint, If at any time and from time any Purchaser Designee ceases to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting proxies in favor of the election of such persons. The Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy serve on the Company Board or the Bank Boards created EduTrades Board, as the case may be (whether by the reason of death, resignation, removal or incapacity of otherwise), Purchaser shall be entitled to designate a successor director to fill the RBS Designee with another RBS Designee identified by RBSvacancy created thereby, to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03, Company and (ii) except for the removal of an RBS Designee for Cause, EduTrades shall use its best efforts not without any undue delay to permit the removal from cause such successor to become a director of the Company Board or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rightsand EduTrades, in the case respectively, and Whitney shall vote all of the Bank BoardsVoting Stock owned or held of record by Whitney so as to elect any such director. (e) for such RBS Designee Notwithstanding the foregoing, any obligation pursuant to this Section 5.03. 2.3 shall be effective following the Closing and shall terminate and be of no further force or effect at any time Purchaser and its Affiliates no longer beneficially own, directly or indirectly, five (d5) On the Second Threshold Date, the RBS Designee shall submit his percent or her resignation from the Company Board in accordance with more of any applicable Corporate Governance Guidelines Common Stock or Common Stock Equivalents of the Company in effect at such time. Unless otherwise specified in such resignation, the acceptance by the Company Board of such resignation shall not be required for such resignation to take effectCompany.

Company Board. (a) From The Company will on the Effective Date until date hereof add ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the Second Threshold Date, “Icahn Designee”) to the current board of directors of the Company (the “Board”) by increasing the size of the Board by one seat and RBS shall appointing the Icahn Designee to fill the resulting vacancy. Concurrently with his appointment to the Board, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ will be appointed to (i) use their best efforts to cause the Company Chief Executive Officer and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members Finance Committee of the Company Board and (ii) cause the RBS Designee Corporate Governance Committee of the Board. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ will have the same right as other members of the Board to be a member invited to attend, as an observer and without voting rights, meetings of each committees of the Bank BoardsBoard of which ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ is not a member. Except as otherwise agreed by the parties, the parties acknowledge and agree that the Icahn Designee under this Agreement cannot be the same person as any of the Icahn Designees under the Existing Settlement Agreement (as defined below). (b) Until Should the Second Threshold DateIcahn Designee resign from the Board or be rendered unable to, RBS shall have or refuse to be appointed to, or for any other reason fail to serve on or is not serving on, the right (i) to designate for nomination by the Company Board (or any nominating committee thereofother than due to an Ownership Trigger Event), including, for the avoidance of doubt, following the effective time of the Separation (the “Separation Effective Time”) for election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who Icahn Group shall be entitled to receive notice ofdesignate, andand the Company shall cause to be appointed as a member of the Board, a replacement (a “Replacement Designee”) that is approved by the Company (such approval not to be unreasonably withheld, conditioned or delayed), provided that, if such Replacement Designee is employed by Icahn Enterprises L.P. or Icahn Capital LP and listed on Schedule B hereto, the selection of such member shall not be subject to approval by the Company (an “Acceptable Replacement Designee”) (and if such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings ofproposed Replacement Designee is not an Acceptable Replacement Designee, the Company Board, the Bank Boards and committees thereof, and Icahn Group shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Lawcontinue designating a Replacement Designee until such proposed Replacement Designee is an Acceptable Replacement Designee); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for . Any such Replacement Designee who becomes a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings Board member in replacement of the Audit Committee, Icahn Designee shall be deemed to be the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Icahn Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meetingpurposes under this Agreement. (c) Until So long as the Second Threshold DateIcahn Designee is a member of the Board: (1) the Board will not form an executive committee of the Board or any other committee of the Board with functions similar to those customarily granted to an executive committee unless, in each case, the Icahn Designee is a member; and (2) all Board consideration of, and voting with respect to, any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution, in each case involving the Company or any of its Subsidiaries or its or their securities or a material amount of the assets or businesses of the Company or any of its Subsidiaries, and any material financing transactions and appointment and employment of executive officers, will take place only at the full Board level or in committees of which the Icahn Designee is a member. (d) From and after the date of this Agreement, for any annual meeting of the stockholders of the Company, including, for the avoidance of doubt, any meeting after the Separation Effective Time, so long as the Icahn Designee is on the Board, the Company shall at all times exercise all authority under applicable Law to cause notify the RBS Icahn Group in writing no less than 45 calendar days before the advance notice deadline set forth in the Company by-laws if the Icahn Designee is to be nominated by the Company for election as a Company Board member director at such meeting. If the Icahn Group is notified by the Company Board (or any nominating committee thereof). Until that the Second Threshold DateIcahn Designee is to be nominated, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use its reasonable best efforts to cause the election of each the Icahn Designee to the Board at such RBS Designeemeeting (including listing the Icahn Designee in the proxy statement and proxy card prepared, including soliciting proxies filed and delivered in connection with such meeting and recommending that the Company’s stockholders vote in favor of the election of such personsthe Icahn Designee (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). The Company further Icahn Group agrees thatto provide, until the Second Threshold Date, it shall (i) fill any vacancy on the Company Board or the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBScause to be provided, to the extent RBS would at Company such time have nomination rights (information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for appointment rights, in the case of the Bank Boards) for such RBS Icahn Designee pursuant this Section 5.03, and (ii) except for to the removal of an RBS Designee for Cause, use its best efforts not to permit the removal from the Company Board or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rights, in the case inclusion of the Bank Boards) for such RBS Icahn Designee pursuant to this Section 5.03on a slate of directors, as applicable. (de) On Notwithstanding anything to the Second Threshold Datecontrary in this Agreement, if at any time after the date of this Agreement, the RBS members of the Icahn Group (together with their controlled Affiliates) collectively cease to have Beneficial Ownership of at least 4.9% of the outstanding Voting Securities (as defined below) of the Company (an “Ownership Trigger Event”), then (x) the Icahn Group shall cause the Icahn Designee shall submit to promptly tender his or her resignation from the Company Board in accordance with and any applicable Corporate Governance Guidelines committee of the Board on which he or she may be a member and (y) the Company in effect at such time. Unless otherwise specified in such resignationshall have no further obligations under this Agreement. (f) In furtherance of the foregoing, the acceptance by Icahn Designee shall, prior to his or her appointment to the Company Board Board, and each member of such the Icahn Group shall cause the Icahn Designee to, execute an irrevocable resignation shall not be required for such resignation to take effect.in the form attached hereto as Exhibit A.

Company Board. (a) From The Company will appoint the Effective Date until ▇▇▇▇▇▇ Designee to the Second Threshold Datecurrent Board on December 18, 2018, with such appointment to be effective immediately following the Company and RBS shall (i) use their best efforts to cause effectiveness of the Company Chief Executive Officer resignation of Mr. Galant on such date and the RBS Designee (who may, at execution of this Agreement by the sole discretion of RBS, be an Independent Director) to be members of the Company Board and (ii) cause the RBS Designee to be a member of each of the Bank Boardsparties hereto. (b) Until The Company will include the Second Threshold Date, RBS shall have ▇▇▇▇▇▇ Designee as part of the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) Company’s slate of nominees for election to the Company Board at the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a 2019 annual meeting of the shareholders of the Company Board, any Bank Board or any committee thereof at which (the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself“2019 Annual Meeting”). The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use its reasonable best efforts to cause the election of each such RBS Designeethe ▇▇▇▇▇▇ Designee to the Board at the 2019 Annual Meeting (including listing the ▇▇▇▇▇▇ Designee in the proxy statement and proxy card prepared, including soliciting proxies filed and delivered in connection with the 2019 Annual Meeting and recommending that the Company’s shareholders vote in favor of the election of such persons. The the ▇▇▇▇▇▇ Designee (along with all other Company further agrees that, until nominees) and otherwise supporting him for election in a manner no less rigorous and favorable than the Second Threshold Date, it shall (i) fill any vacancy on manner in which the Company Board supports its other nominees in the aggregate). ▇▇▇▇▇▇ agrees to provide, or the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBScause to be provided, to the extent RBS would at Company such time have nomination rights (information as is required to be disclosed in proxy statements under applicable law or appointment rights, in the case is otherwise necessary for inclusion of the Bank Boards▇▇▇▇▇▇ Designee on a slate of directors. (c) Should the ▇▇▇▇▇▇ Designee resign from the Board or be rendered unable to, or refuse to be appointed to, or for such RBS Designee pursuant any other reason fail to serve on or is not serving on, the Board (other than due to the termination of the obligations to nominate and/or appoint under this Agreement in accordance with Section 5.031(e) or 1(f) below), ▇▇▇▇▇▇ shall be entitled to designate, and the Company shall cause to be appointed as a member of the Board, a replacement (iia “Replacement Designee”) except for that is approved by the removal Company, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Replacement Designee”) (and if such proposed Replacement Designee is not an Acceptable Replacement Designee, ▇▇▇▇▇▇ shall be entitled to continue designating a Replacement Designee until such proposed Replacement Designee is an Acceptable Replacement Designee). Any such Replacement Designee who becomes a Board member in replacement of an RBS the ▇▇▇▇▇▇ Designee shall be deemed to be the ▇▇▇▇▇▇ Designee for Cause, use its best efforts not to permit the removal from the Company Board or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to all purposes under this Section 5.03Agreement. (d) On So long as the Second Threshold Date▇▇▇▇▇▇ Designee is a member of the Board: (1) the Board will not form an executive committee of the Board or any other committee of the Board with functions similar to those customarily granted to an executive committee unless, in each case, the RBS ▇▇▇▇▇▇ Designee is a member; (2) all Board consideration of, and voting with respect to, any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution, in each case involving the Company or any of its Subsidiaries or its or their securities or a material amount of the assets or businesses of the Company or any of its Subsidiaries, will take place only at the full Board level or in committees of which the ▇▇▇▇▇▇ Designee is a member; and (3) the Company confirms that its existing policies and practices applicable to directors of the Board, including the policy permitting any director of the Board to attend meetings of the standing committees of the Board, shall submit be equally applicable to the ▇▇▇▇▇▇ Designee. (e) From and after the date of the 2019 Annual Meeting, for any annual meeting of the shareholders of the Company, so long as the ▇▇▇▇▇▇ Designee is on the Board, the Company shall notify ▇▇▇▇▇▇ in writing no less than 45 calendar days before the advance notice deadline set forth in the Company by-laws if the ▇▇▇▇▇▇ Designee is to be nominated by the Company for election as a director at such meeting. If ▇▇▇▇▇▇ is notified by the Company that the ▇▇▇▇▇▇ Designee is to be nominated, the Company shall use its reasonable best efforts to cause the election of the ▇▇▇▇▇▇ Designee to the Board at such meeting (including listing the ▇▇▇▇▇▇ Designee in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company’s shareholders vote in favor of the election of the ▇▇▇▇▇▇ Designee (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). ▇▇▇▇▇▇ agrees to provide, or cause to be provided, to the Company such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for appointment of the ▇▇▇▇▇▇ Designee to the Board or inclusion of the ▇▇▇▇▇▇ Designee on a slate of directors, as applicable. (f) Notwithstanding anything to the contrary in this Agreement, if at any time after the date of this Agreement, ▇▇▇▇▇▇ (together with his controlled Affiliates) ceases to have Beneficial Ownership of at least 4.9% of the outstanding Voting Securities (as defined below) of the Company, then (x) ▇▇▇▇▇▇ shall cause the ▇▇▇▇▇▇ Designee to promptly tender his or her resignation from the Company Board in accordance with and any applicable Corporate Governance Guidelines committee of the Board on which he or she may be a member and (y) the Company in effect at such time. Unless otherwise specified in such resignationshall have no further obligations under this Agreement. (g) In furtherance of the foregoing, the acceptance by ▇▇▇▇▇▇ Designee shall, prior to his or her nomination and/or appointment to the Company Board of such Board, and ▇▇▇▇▇▇ shall cause the ▇▇▇▇▇▇ Designee to, execute an irrevocable resignation shall not be required for such resignation to take effect.in the form attached hereto as Exhibit A.

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause the Company Chief Executive Officer and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members of the Company Board and (ii) cause the RBS Designee to be a member of each of the Bank Boards. (b) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, vote and (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committeematter. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting proxies in favor of the election of such persons. The Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy on the Company Board or the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBS, to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03, and (ii) except for the removal of an RBS Designee for Cause, use its best efforts not to permit the removal from the Company Board or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to this Section 5.03. (d) On the Second Threshold Date, the RBS Designee shall submit his or her resignation from the Company Board in accordance with any applicable Corporate Governance Guidelines of the Company in effect at such time. Unless otherwise specified in such resignation, the acceptance by the Company Board of such resignation shall not be required for such resignation to take effect.

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause The Company, the Company Chief Executive Officer Nominating and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members Corporate Governance Committee of the Company Board and (ii) cause the RBS Designee to be a member Company Board have taken all actions so that, immediately following the 2023 Annual Meeting of each Stockholders of the Bank Boards. (b) Until Company, without any further action by the Second Threshold Date, RBS shall have the right (i) to designate for nomination by Company or the Company Board (or any nominating committee thereof), (A) the Company Board shall have been increased to a total of nine members, and (B) those individuals listed on Schedule 4.j shall be added as members of the Company Board (collectively with any successors as set forth herein, the “Board Designees”), filling the vacancies created by the increase in the size of the Board to nine members, and allocated among the classes of directors on the Company Board as set forth on Schedule 4.j. (ii) Except as provided herein and so long as the Buyers and their Affiliates collectively beneficially own at least twenty percent (20%) of the Conversion Shares and Warrant Shares underlying the Preferred Stock and Warrants issued pursuant to this Agreement (assuming the full conversion or exercise of such Securities, as applicable, irrespective of any ownership limitations contained therein) and the Lead Investor and its Affiliates collectively hold at least the Required Beneficial Ownership Amount (as defined below): (i) in connection with any annual meeting of the shareholders of the Company or any special meeting of the shareholders of the Company at which directors are to be elected, the Nominating and Corporate Governance Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or election), recommend that the Company’s shareholders vote in favor of election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting solicit proxies in favor of the election of such persons. The of, and the Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy on and the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Bank Boards created by the resignation, removal Board Designees (or incapacity Designee) whose terms of the RBS Designee with another RBS Designee identified by RBS, office expire at such shareholder meeting to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03Company Board, and (ii) except for the removal of an RBS Designee for Causeas provided herein, use its best efforts not to permit the removal from neither the Company Board or nor the Bank Boards Nominating and Corporate Governance Committee thereof shall take any action to increase the size of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to this Section 5.03. (d) On the Second Threshold Date, the RBS Designee shall submit his or her resignation from the Company Board in accordance with to more than nine (9) members without the consent of the Lead Investor. If any applicable Corporate Governance Guidelines Board Designee is not elected or re-elected to the Company Board at any meeting of the Company’s stockholders, then the Company Board shall promptly increase the size of the Company in effect at Board by one (1) member and appoint such timeBoard Designee to fill the resulting vacancy. Unless otherwise specified in such resignationIn order to comply with the rules of the Principal Market, the acceptance by “Required Beneficial Ownership Amount” shall mean (i) in order to designate two members to the Company Board, not less than 12% of the Company’s outstanding shares of Common Stock (assuming full conversion or exercise of the Securities, but subject to any applicable conversion blocker) and (ii) in order to designate one member to the Company Board, not less than 5.0% of the Company’s outstanding shares of Common Stock (assuming full conversion or exercise of the Securities, but subject to any applicable conversion blocker). At any time while serving as a member of the Company Board, one or both, as applicable, of the Board Designees shall resign as a member of the Company Board at the written request of such resignation the Board if the Buyers collectively beneficially own less than the applicable Required Beneficial Ownership Amount. To the extent that the Company’s nomination right with respect to the Board Designees is in conflict with applicable rules of the Principal Market with respect to board nomination rights, as confirmed by representatives of the Principal Market, then the Company shall not only be required for such resignation to take effectnominate the maximum number of Board Designees that would not violate the applicable rules of the Principal Market.

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause The Company, the Nominating and Corporate Governance Committee of the Company Chief Executive Officer Board and the RBS Designee Company Board have taken all actions so that, immediately following the Closing, without any further action by the Company or the Company Board (who mayor any committee thereof), at (A) the sole discretion Company Board shall consist of RBSa total of nine members, be an Independent Directorand (B) to those individuals listed on Schedule 4.k shall be members of the Company Board and (ii) cause the RBS Designee to be a member of each of “Board Designees”), filling the Bank Boards. (b) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination vacancies created by the Company Board Resignations and the increase in the size of the Board to nine members, and allocated among the classes of directors on the Company Board as set forth on Schedule 4.k. (ii) Until the third anniversary of the Closing Date, in connection with any annual meeting of the shareholders of the Company or any special meeting of the shareholders of the Company at which directors are to be elected, the Nominating and Corporate Governance Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or any nominating committee thereof) for election), recommend that the Company’s shareholders vote in favor of election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution and solicit proxies in favor of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings election of, and the Company Boardand the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented Board Designees whose terms of office expire at such shareholder meeting to the Company Board. (iii) Subject to the applicable listing standards of any National Exchange on which the Common Stock is listed, the Bank Boards or committees thereof for a vote, (y) Company Board shall take such actions so that at all times after the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to Closing through the Company Boardthird anniversary of the Closing Date, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings aggregate number of Board Designees on the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting Committee of the Company Board, the Bank Boards Nominating and Corporate Governance Committee of the Company Board and the Compensation Committee of the Company Board and each other standing committee of the Company Board is not less than the total number of Board Designees; provided, however, that there shall not be a violation of this Section 4.k.iii if, as a result of the termination of service of a Board Designee or other change in the composition of the Company Board or a committee of the Company Board that does not in and of itself constitute, or result from, a breach of this Section 4.k.iii, the number of Board Designees on a committee of the Company Board is less than the minimum number required by this Section 4.k.iii, so long as the Company Board takes prompt action to cause the number of Board Designees on such committee to be at least such minimum number. (iv) Each Board Designee shall be entitled to the same compensation, the same indemnification and the same director and officer insurance in connection with such Board Designee’s role as a director as all other members of the Company Board, and each Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Company Board and any committees thereof, it being understood that any obligation hereunder to the same extent as all other members of the Company to provide notice Board. In addition, each Board Designee shall be entitled to the RBS Non-Voting Attendee same information regarding the Company and the Subsidiaries in connection with such Board Designee’s role as a director as all other members of the Company Board, and each such Board Designee shall be satisfied by delivery entitled to share such information with such Board Designee’s Affiliates (including any Buyer that may be an Affiliate of notice such Board Designee), subject to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, Board Designee’s confidentiality obligations and other policies and procedures as a director on the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting proxies in favor of the election of such personsBoard. The Company further agrees that, until the Second Threshold Date, it shall (i) fill that any vacancy on the Company Board or the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBS, to the extent RBS would at such time have nomination rights (or appointment rights, indemnification arrangements described in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.034.k.iv will be the primary source of indemnification and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and (ii) except for the removal of an RBS reduce any other insurance, indemnity or expense advancement to which a Board Designee for Cause, use its best efforts not to permit the removal from the Company Board may be entitled or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at which is actually paid in connection with such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to this Section 5.03matters. (d) On the Second Threshold Date, the RBS Designee shall submit his or her resignation from the Company Board in accordance with any applicable Corporate Governance Guidelines of the Company in effect at such time. Unless otherwise specified in such resignation, the acceptance by the Company Board of such resignation shall not be required for such resignation to take effect.

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause the The Company Chief Executive Officer and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members of the Company Board and (ii) cause have taken all actions so that, immediately following the RBS Designee to be a member of each of Closing, without any further action by the Bank Boards. (b) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination by Company or the Company Board (or any nominating committee thereof), (A) the Company Board shall have been increased to a total of seven (7) members, and (B) the individuals listed on Schedule 4.j shall be added as members of the Company Board (each a “Board Designee,” collectively with any successors as set forth herein, the “Board Designees”), filling the vacancies created by the increase in the size of the Board to seven (7) members. (ii) Except as provided herein and so long as the Lead Investor and its Affiliates collectively beneficially own at least twenty percent (20%) of the Conversion Shares underlying the Preferred Shares issued to the Buyers pursuant to this Agreement (assuming the full conversion of such Preferred Shares, irrespective of any ownership limitations contained therein) (the “Ownership Threshold”) and the Lead Investor and its Affiliates collectively hold at least the Required Beneficial Ownership Amount (as defined below): (i) in connection with any annual meeting of the shareholders of the Company or any special meeting of the shareholders of the Company at which directors are to be elected, the Company Board shall nominate for reelection (or election), recommend that the Company’s shareholders vote in favor of election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting solicit proxies in favor of the election of such persons. The of, and the Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy on and the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Bank Boards created by Board Designees whose terms of office expire at such shareholder meeting to the resignationCompany Board, removal or incapacity subject to the Board’s right to withhold such recommendation if a majority of the RBS Designee with another RBS Designee identified by RBSmembers (not including the Board Designees) determine that they cannot in good faith, to the extent RBS would at and in consideration of their fiduciary duties, approve such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03recommendation, and (ii) except for the removal of an RBS Designee for Causeas provided herein, use its best efforts not to permit the removal from neither the Company Board or nor the Bank Boards Nominating and Corporate Governance Committee thereof shall take any action to increase the size of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to this Section 5.03. (d) On the Second Threshold Date, the RBS Designee shall submit his or her resignation from the Company Board to more than seven (7) members without the consent of the Lead Investor. If any Board Designee is not elected or re-elected to the Company Board at any meeting of the Company’s shareholders, then, subject to the limitations set forth in accordance with any applicable Corporate Governance Guidelines this Section 4.j(ii), the Company Board shall promptly increase the size of the Company in effect at such timeBoard by one (1) member, if necessary, and appoint the applicable Board Designee to fill the resulting vacancy. Unless otherwise specified in such resignationThe initial Board Designees shall be listed on Schedule 4.j. In order to comply with the rules of the Principal Market, the acceptance by “Required Beneficial Ownership Amount” shall mean (i) in order to designate two members to the Company Board, not less than 15.0% of the Company’s outstanding shares of Common Stock (assuming full conversion of the Preferred Shares, but subject to any applicable beneficial ownership or conversion limitations) and (ii) in order to designate one member to the Company Board, not less than 5.0% of the Company’s outstanding shares of Common Stock (assuming full conversion of the Preferred Shares, but subject to any applicable beneficial ownership or conversion limitations). At any time while serving as a member of the Company Board, one or both, as applicable, of the Board Designees shall resign as a member of the Company Board at the written request of such resignation the Board if the Lead Investor and its Affiliates collectively beneficially own less than the applicable Required Beneficial Ownership Amount. To the extent that the Company’s nomination right with respect to the Board Designees is in conflict with applicable rules of the Principal Market with respect to board nomination rights, as confirmed by representatives of the Principal Market, then the Company shall not only be required for such resignation to take effectnominate the maximum number of Board Designees that would not violate the applicable rules of the Principal Market.

Company Board. (a) From The Company shall take all necessary action so that, as of the Effective Date until the Second Threshold DateClosing, the Company and RBS Board shall be constituted as follows: (i) ▇▇▇▇▇ ▇▇▇▇▇▇, (ii) three individuals who are directors of the Company on the date of this Agreement and who are acceptable to Purchaser, (iii) four individuals designated by Purchaser (the "Purchaser Designees"), and (iv) one additional person acceptable to Purchaser and the existing Board who shall satisfy the qualification requirements as an "independent" director and as a member of the audit committee of both the Company and Purchaser under the rules and regulations of the New York Stock Exchange (assuming for such purpose that Purchaser was a NYSE-listed company) (the "Independent Director"). In the event the Independent Director or any of the Purchaser Designees shall be unable to serve as a director as of the Closing, a replacement for such director shall be designated by the same party which designated such individual and in the same manner as set forth in this Section 4.10. (b) Effective as of the Closing, the Company will amend its bylaws to provide that (i) each committee of the Company Board will be comprised of that number of Purchaser Designees equal to the product (rounded to the nearest whole number in accordance with established mathematical convention) of the number of directors on such committee multiplied by a fraction, the numerator of which is the number of Purchaser Designees and the denominator of which is the number of directors on the entire Company Board; provided, however, that the number of Purchaser Designees shall not constitute a majority of the members of any committee unless the Purchaser Designees also constitute a majority of the members of the Company Board, and (ii) the total number of directors will not exceed nine. Such amendment may not be further amended by the Company Board without the approval of a majority of the Purchaser Designees. (c) On the Closing Date, in the event any of the Purchaser Designees or the Independent Director shall not have been elected to the Company Board at the Company Stockholders Meeting, the Company shall use their its best efforts to cause the Company Chief Executive Officer and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members of the Company Board and (ii) cause the RBS Designee to be a member of each of the Bank Boards. (b) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder Subsidiaries of the Company to provide notice submit their resignations from such positions as may be necessary to appoint the RBS Non-Voting Attendee shall be satisfied by delivery of notice Purchaser Designees and the Independent Director to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting proxies in favor of the election of such persons. The Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy on the Company Board or the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBS, to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03, and (ii) except for the removal of an RBS Designee for Cause, use its best efforts not to permit the removal from the Company Board or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to this Section 5.03. (d) On the Second Threshold Date, the RBS Designee shall submit his or her resignation from the Company Board in accordance with any applicable Corporate Governance Guidelines Section 4.10, effective as of the Company in effect at such time. Unless otherwise specified in such resignation, the acceptance by the Company Board of such resignation shall not be required for such resignation to take effectClosing Date.

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) use their best efforts to cause The Company, the Company Chief Executive Officer Corporate Governance and the RBS Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members Nominating Committee of the Company Board and (ii) cause the RBS Designee to be a member of each of Company Board have taken all actions so that, immediately following the Bank Boards. (b) Until Closing, without any further action by the Second Threshold Date, RBS shall have the right (i) to designate for nomination by Company or the Company Board (or any nominating committee thereof), (A) the Company Board shall have been increased to a total of ten (10) members, and (B) those individuals listed on Schedule 4.j shall be added as members of the Company Board (collectively with any successors as set forth herein, the “Board Designees”), filling the vacancies created by the increase in the size of the Board to ten (10) members, and allocated among the classes of directors on the Company Board as set forth on Schedule 4.j. (ii) Except as provided herein and so long as the Lead Investor beneficially owns at least twenty percent (20%) of the Conversion Shares underlying the Preferred Stock issued pursuant to this Agreement (assuming the full conversion of such Preferred Stock, irrespective of any ownership limitations contained therein): (i) in connection with any annual meeting of the stockholders of the Company or any special meeting of the stockholders of the Company at which directors are to be elected, the Corporate Governance and Nominating Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or election), recommend that the Company’s stockholders vote in favor of election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting solicit proxies in favor of the election of such persons. The of, and the Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy on and the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Bank Boards created by the resignation, removal Board Designees (or incapacity Designee) whose terms of the RBS Designee with another RBS Designee identified by RBS, office expire at such stockholder meeting to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03Company Board, and (ii) except for the removal of an RBS Designee for Causeas provided herein, use its best efforts not to permit the removal from neither the Company Board nor the Corporate Governance and Nominating Committee thereof shall take any action to increase the size of the Company Board to more than ten (10) members without the consent of the Lead Investor. If any Board Designee is not elected or the Bank Boards of any RBS Designee without RBS’s consent re-elected to the Company Board at any meeting of the Company’s stockholders, then the Company Board shall promptly increase the size of the Company Board by one (1) member and appoint such Board Designee to fill the resulting vacancy. To the extent RBS would at such time have that the Company’s nomination rights (or appointment right with respect to the Board Designees is in conflict with applicable rules of the Principal Market with respect to board nomination rights, in the case as confirmed by representatives of the Bank Boards) for such RBS Designee pursuant Principal Market, then the Company shall only be required to this Section 5.03nominate the maximum number of Board Designees that would not violate the applicable rules of the Principal Market. (diii) On Each Board Designee shall be entitled to the Second Threshold Datesame compensation, the RBS same indemnification and the same director and officer insurance in connection with such Board Designee’s role as a director as all other members of the Company Board, and each Board Designee shall submit his or her resignation from be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Company Board in accordance with and any applicable Corporate Governance Guidelines committees thereof, to the same extent as all other members of the Company Board. In addition, each Board Designee shall be entitled to the same information regarding the Company and any subsidiaries in effect at connection with such timeBoard Designee’s role as a director as all other members of the Company Board, and each such Board Designee shall be entitled to share such information with the Lead Investor, subject to the Board Designee’s confidentiality obligations (to which the Lead Investor must be bound) and other policies and procedures as a director on the Company Board. Unless otherwise specified The Company agrees that any such indemnification arrangements described in this Section 4.j(iii) will be the primary source of indemnification and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and reduce any other insurance, indemnity or expense advancement to which a Board Designee may be entitled or which is actually paid in connection with such matters. (iv) In the event that any Board Designee shall cease serving as a member of the Company Board, whether by resignation, removal, death, disability or otherwise (but excluding any resignation required pursuant to Section 4.j(ii)), then the acceptance by Lead Investor shall select a replacement Board Designee and the Company Board of shall promptly take all actions necessary to appoint such resignation shall not be required for such resignation replacement Board Designee to take effectfill the resulting vacancy.

Company Board. (a) From Whitney hereby agrees that it will vote all of its Common Stock, Common Stock Equivalents and any voting stock of EduTrades (together with the Effective Date until Common Stock and Common Stock Equivalents, "Voting Stock") owned or held of record by Whitney so as to elect (as of the Second Threshold Closing Date) and, during such period as this Section 2.3 is effective, to continue in office a Company Board and board of directors of EduTrades (the "EduTrades Board") that will include at least one designee of Purchaser (the "Purchaser Designee"). (b) The Company and EduTrades, acting through the Company Board and the EduTrades Board, respectively, each agree to (i) immediately following the Closing, in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws, elect the Purchaser Designee to such board of directors, (ii) include in its annual proxy statement (or any other solicitation of stockholder consent) the nomination and recommendation of such board of directors that the stockholders approve the re-election or appointment, as the case may be, of the Purchaser Designee to such board of directors and (iii) use its reasonable best efforts to obtain such approval. (c) If at any time Purchaser shall notify the Company or EduTrades of its desire to remove, with or without cause, any Purchaser Designee, the Company and RBS or EduTrades, as the case may be, shall (i) use their its reasonable best efforts to cause the Company Chief Executive Officer and the RBS removal of such Purchaser Designee (who may, at the sole discretion of RBS, be an Independent Director) to be members of from the Company Board or the EduTrades Board, as the case may be, and (ii) cause the RBS Designee to be a member of each Whitney shall vote all of the Bank BoardsVoting Stock owned or held of record by Whitney so as to remove such Purchaser Designee. (bd) Until the Second Threshold Date, RBS shall have the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board the RBS Designee and (ii) to appoint, If at any time and from time any Purchaser Designee ceases to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and lodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Until the Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the slate of nominees recommended by the Company Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting proxies in favor of the election of such persons. The Company further agrees that, until the Second Threshold Date, it shall (i) fill any vacancy serve on the Company Board or the Bank Boards created EduTrades Board, as the case may be (whether by the reason of death, resignation, removal or incapacity of otherwise), Purchaser shall be entitled to designate a successor director to fill the RBS Designee with another RBS Designee identified by RBSvacancy created thereby, to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant this Section 5.03, Company and (ii) except for the removal of an RBS Designee for Cause, EduTrades shall use its best efforts not without any undue delay to permit the removal from cause such successor to become a director of the Company Board or the Bank Boards of any RBS Designee without RBS’s consent to the extent RBS would at such time have nomination rights (or appointment rightsand EduTrades, in the case respectively, and Whitney shall vote all of the Bank BoardsVoting Stock owned or held of record by Whitney so as to elect any such director. (e) for such RBS Designee Notwithstanding the foregoing, any obligation pursuant to this Section 5.03. 2.3 shall be effective following the Closing and shall terminate and be of no further force or effect at any time Purchaser and its Affiliates no longer beneficially own, directly or indirectly, five (d5) On the Second Threshold Date, the RBS Designee shall submit his percent or her resignation from the Company Board in accordance with more of any applicable Corporate Governance Guidelines Common Stock or Common Stock Equivalents of the Company in effect at such time. Unless otherwise specified in such resignation, the acceptance by the Company Board of such resignation shall not be required for such resignation to take effectCompany.