Common use of Governance Matters Clause in Contracts

Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer with copies of all notices, minutes, consents and other material that they provide to any other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(s).

Governance Matters. (a) The Company hereby agrees that, from and after will cause one person nominated by the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”"Board Representative") (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member director of the Company and The Dime Savings Bank of New York, FSB (the "Bank"), to the Company's Board or of Directors and the Bank Board, Bank's board of directors as applicable, on promptly as practicable. (b) So long as the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate Securities representing at least 50% the Qualifying Ownership Interest, subject to the further provisions of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganizationSection 4.5, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization's and the Bank's Governance and Nominating Committees (or any other committee exercising a similar function) (the “Qualifying Ownership Interest”). The Company "Nominating Committees") shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors of the Company and the board of directors of the Bank, as the case may be, that such person (or any successor designated by the Investor, subject to Section 4.5(c) below) be included in the slate of nominees recommended by the Board of Directors of the Company to stockholders for election as directors at each annual meeting of stockholders of the Company’s annual meetingCompany or the Bank at which such person's term expires. In the event that the Board Representative is not elected as a director of the Company or the Bank, the transfer restrictions contained in Section 4.2(a) shall immediately lapse and be of no further force or effect. In addition to the Board Representative, the Investor will have the right to have two of its employees attend meetings of the boards of directors of the Company and the Bank (including any meeting of any committees thereof, but excluding executive sessions of the boards of directors) as observers, without authority to speak or vote (the "Observers"). (c) If the Board Representative shall cease to serve as a director for any reason, the Board of Directors of each of the Company and the Bank will use its best efforts to take all action required to fill the vacancy resulting therefrom with a person designated by the Investor, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. . (d) If a Designating the Investor no longer has a Qualifying Ownership InterestTransferred 75% of (A) the number of Common Shares referred to in Section 4.2(b)(2)(A)(i) and (B) the number of Common Shares referred to in Section 4.2(b)(2)(A)(ii), such Designating the Investor shall will have no further rights under Sections 3.4(b), 3.4(c4.5(a) through (c) other than to have one Observer under the last sentence of Section 4.5(b) and 3.4(d) andshall promptly cause to resign, in each caseand take all other action reasonably necessary, at or reasonably requested by the written request of Company or the Board of DirectorsBank, shall use all commercially reasonable efforts to cause the Designated Director to resign from prompt removal of, the Board of Directors and Representative. If the Bank Board as promptly as possible thereafter. The Board of Directors and Investor also owns Securities representing less than the Bank Board shall cause each Designated Director to be appointed to Qualifying Ownership Interest, the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts 's right to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank also shall provide each Designated Director and Observer with copies of all notices, minutes, consents and other material that they provide to any other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(s)terminate.

Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for so long as an the Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stockhave a Qualifying Ownership Interest, the Company shall, (i) subject to applicable Law, shall invite a person designated by such the Investor and reasonably acceptable to the Board of Directors Company (each, an the “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed . The Observer shall not have any right to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director vote on any matter presented to the Board of Directors of the Company as well as or the Bank Board, and Board or any committee thereof. The Company shall give the committees Observer written notice of each meeting of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal at the same time and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director manner as the other members of the Board of Directors or the Bank BoardBoard (as the case may be), as applicable, shall provide the Observer with all written materials and each Designated Director, including each Designated Director that has not yet been elected or appointed other information given to members of the Board of Directors and/or or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel or (B) necessary to avoid a violation of fiduciary requirements under applicable law and (3) the Investor shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer. The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to the Investor, the Transaction Documents, or any of the Investor’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of the Investor; provided, however, no matter shall be deemed to be adverse to the interests of the Investor merely because such matter may adversely impact the price of any of the Company’s Securities. The Investor covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence pursuant to the confidentiality and non-disclosure provisions of Section 3.3(b) above and to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If the Investor and its Affiliates in the aggregate no longer have a Qualifying Ownership Interest, the Investor will have no further rights under this Section 5.9(a). (b) The Observer shall be entitled to reimbursement for reasonable documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or and the Bank Board, or any committee thereofthereof in accordance with Company policy; provided, however, under no circumstances shall the Company provide aggregate reimbursement to the same extent as Observer during any calendar year in an amount in excess of $24,000 without the other members of the Board of Directors Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or the Bank Board, as applicabledelayed. The Company shall notify each Designated Director and any Observer the Observer, as the case may be, of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and the Observer with copies of all notices, minutes, consents and other material that they provide it provides to any other all members of their respective boards the Board of directors Directors or the Bank Board (or committeesas applicable) concurrently as at the same time such materials are provided to the other member(smembers. Notwithstanding any provision in this Section 5.9 to the contrary, neither the Company nor the Bank shall provide the Observer with any minutes, consents or other materials or information arising out of or related in any way to any (1) meetings of the Board of Directors or Bank Board or portion of such meetings, or (2) business of the Board of Directors or Bank Board, in each case from which the Observer properly may be excluded under and pursuant to the terms of Section 5.9(a).

Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors shall, and the Company shall cause Sun National Bank (eachthe "Company Bank"), an “Observer”) a national bank and a wholly owned subsidiary of the Company, and its board of directors to, appoint one designee of the Investor to attend meetings each of the Board of Directors and the board of directors of the Company Bank, effective as of the First Closing. Thereafter, for so long as the Investor, together with its Affiliates, (A) prior to the Second Closing, has not sold Common Shares in an amount, individually or in the aggregate, that would result in the Investor, together with its Affiliates, Beneficially Owning less than 5% of the outstanding shares of Common Stock and (B) on or after the Second Closing, owns 7.5% or more of all of the outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and outstanding all Common Shares issued by the Company after the Second Closing Date other than as contemplated by this Agreement), at any election of directors of the Company or the Company Bank, the Investor shall have the right to nominate one candidate for election to each of the Board of Directors and the board of directors of the Company Bank, as a candidate recommended by the Board of Directors, and the Company and the Company Bank shall cause such person (or any substitute or replacement designated or nominated by the Investor) to be recommended by its respective board of directors and to be elected a Director of the Company and of the Company Bank, including the Company's use of reasonable best efforts to have such person elected as a Director of the Board of Directors by the Company's shareholders and soliciting proxies for such person to the same extent it does for any other nominees of its Board of Directors. Any person nominated or designated pursuant to this Section 4.2 shall be an "Investor Nominee". (b) Notwithstanding anything to the contrary contained herein, if the Investor Nominee resigns, is removed pursuant to Section 4.2(c) or otherwise, or is unable to continue to serve as a Director of the Company or as a Director of the Company Bank, the Investor may designate a replacement Director and the relevant board of directors shall elect such person a Director; provided, however, that in each case, the Investor remains entitled to nominate and designate Directors pursuant to this Section 4.2 and such action is taken in accordance with this Section 4.2. (c) Any Director may be removed from the Board of Directors or from the board of directors of the Company Bank in accordance with applicable law and the governing documents of the Company or of the Company Bank, as applicable; provided, however, that with respect to the Investor Nominee, any such removal shall require the prior written consent of the Investor unless such removal is required by applicable law or order of regulators or such Director is no longer qualified to serve as a Director pursuant to applicable SEC or regulatory requirements, or a generally applicable policy of the Board of Directors. (d) Any vacancies on the Board of Directors and on the board of directors of the Company Bank shall be filled in accordance with the applicable bylaws and, if the vacancy is with respect to the Investor Nominee, this Section 4.2. (e) The Company hereby agrees that, from and after the First Closing Date, for so long as the Investor, together with its Affiliates, owns any Common Shares and, on or after the Second Closing, for so long as the Investor, together with its Affiliates, owns 6.0% or more of all of the outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and outstanding all Common Shares issued by the Company after the Second Closing Date other than as contemplated by this Agreement), the Company shall, subject to applicable law, invite a person designated by the Investor (the "Board Observer") to attend meetings of the Board of Directors (or any committee thereof) and the board of directors of the Company Bank (the “Bank Board”) (and or any committee thereof) in a nonvoting observer capacity. The Board Observer shall be required to comply with all policies and procedures applicable to members of the Board of Directors and the board of directors of the Company Bank relating to confidentiality, and (ii) provide such Investor such financial i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entitiescompliance policies. If an Investor the Investor, together with its Affiliates, no longer Beneficially Owns Own the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a4.2(e), such the Investor shall have no further rights under this Section 3.4(a4.2(e). (bf) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” andCompany, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors and the board of directors of the Company Bank shall ensure, to the extent permitted by applicable law and Federal Reserve Board policy, that any Directors nominated or designated pursuant to this Section 4.2 shall enjoy the same rights, capacities, entitlements, indemnities and compensation as well as the Bank Board, and the committees any other members of the Board of Directors and the Bank Board which such designee is to be appointed. The board of directors of Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank BoardBank, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s Investor Nominee and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Observer shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, (or any committee thereof) and the board of directors of the Company Bank (or any committee thereof), to the same extent as the other members of the Board of Directors or and the Bank Board, as applicableboard of directors of the Company Bank. The Company shall notify each Designated Director the Investor Nominee and any the Board Observer of all regular meetings and special meetings of the Board of Directors or and the board of directors of the Company Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Boardthereof. The Company and the Bank shall provide each Designated Director the Investor Nominee and Board Observer with copies of all notices, minutes, consents and other material that they provide it provides to any all other members of their respective boards the Board of directors (Directors or committees) the Company Bank concurrently as such materials are provided to the other member(smembers. (g) On or before the First Closing, and thereafter with respect to any replacement nominee or director, the Company shall offer to enter into a customary Directors & Officers Indemnification Agreement with the Investor Nominee if the Company is offering to enter into such agreements with its other directors. Following the date of this Agreement and prior to the First Closing, the Board of Directors shall consider the foregoing. (h) The Investor Nominee shall have the right, at such Person's option and subject to any applicable exchange listing standards and independence requirements, to serve on up to two committees of each of the Board of Directors and the board of directors of the Company Bank, it being understood and agreed that the foregoing shall not restrict the Investor Nominee from serving on any other committee to which he is appointed by the Board of Directors or the board of directors of the Company Bank; provided that the Investor Nominee shall not serve as chairman or vice-chairman (or in any similar capacity) of any such committee or represent more than twenty-five percent (25%) of the members of any such committee. (i) Effective immediately following the next annual meeting of shareholders of the Company following the date of this Agreement (the "Annual Meeting"), the number of directors on the Board of Directors and the board of directors of the Company Bank shall not exceed twelve, comprised as set forth in Section 4.2(i) of the Company's Disclosure Schedule. The Company agrees to request that any current member of the Board of Directors and the board of directors of the Company Bank who will not be nominated for reelection at the Annual Meeting resign from the Board of Directors and the board of directors of the Company Bank, effective as of the earlier to occur of (i) 45 days after the date hereof and (ii) the filing of the Company's preliminary proxy statement relating to the Annual Meeting with the SEC. (j) The Company and the Board of Directors shall not take any action that would result in any amendment to the governing documents of the Company or the Company Bank inconsistent with the provisions of this Section 4.2.

Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for For so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate together with his Affiliates, owns at least 5% of all of the Company’s outstanding shares of Common StockStock (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), the Company shall, (i) subject Investor shall have the right to applicable Law, invite a person designated by such Investor and reasonably acceptable nominate one candidate for election to each of the Board of Directors and the board of directors of Bank of the Cascades (eachthe “Company Bank”), an “Observer”Oregon chartered stock bank and a wholly owned subsidiary of the Company, as a candidate recommended by the Board of Directors, unless an Investor Nominee is still serving as a Director on each board and will continue to serve after the relevant election. The Company and the Company Bank shall cause such person (or any substitute or replacement designated or nominated by the Investor) to attend meetings be recommended by its respective board of directors and to be elected a Director of the Company and of the Company Bank, including the Company’s use of reasonable best efforts to have such person elected as a Director of the Board of Directors by the Company’s shareholders and soliciting proxies for such person to the same extent it does for any other nominees of its Board of Directors. Any person nominated or designated pursuant to this Section 4.2 shall be an “Investor Nominee.” Investor Nominee shall also include any director referred to in Section 3.01 of the Shareholders Agreement. Notwithstanding anything to the contrary in the Articles of Incorporation, bylaws, or any other policies of the Company, the Company Bank, the Board of Directors or the board of directors of the Company Bank, the Investor Nominee shall be elected by plurality of the votes cast by the Common Shares entitled to vote at a meeting at which a quorum is present. Pursuant to Section 10.1(e) of the Articles of Incorporation, a majority of the Continuing Directors (as defined in the Articles of Incorporation) shall designate the Investor Nominee and each director designee of the Other Investors as a Continuing Director, in each case before such individual's initial election as a Director of the Company. (b) The Investor Nominee shall, at the election of the Investor, and subject to any applicable exchange listing standards and independence requirements, serve on up to two committees of each of the Board of Directors and the board of directors of the Company Bank, it being understood and agreed that the foregoing shall not restrict the Investor Nominee from serving on any other committee to which he is appointed by the Board of Directors or the board of directors of the Company Bank; provided that the Investor Nominee shall not serve on the Audit Committee. The Nominating and Corporate Governance Committee, effective as of the Closing, shall consist of all members of the Board of Directors who meet applicable exchange listing standards and independence requirements for service on such committee. (c) Notwithstanding anything to the contrary contained herein, if the Investor Nominee resigns, is removed pursuant to Section 4.2(d) or otherwise, or is unable to continue to serve as a Director of the Company or as a Director of the Company Bank, the Investor may designate a replacement Director and the relevant board of directors shall elect such person a Director; provided, however, that in each case, the Investor remains entitled to nominate and designate Directors pursuant to this Section 4.2 and such action is taken in accordance with this Section 4.2(c); and provided further, however, that the replacement Director designated pursuant to this Section 4.2(c) shall not include, without the consent of the Board of Directors (or nominating committee thereof), any individual who is an Affiliate of a competitor of the Company. (d) Any Director of the Company may be removed from the Board of Directors or from the board of directors of the Company Bank in accordance with applicable law and the governing documents of the Company or of the Company Bank, as applicable; provided, however, that with respect to the Investor Nominee, any such removal shall require the prior written consent of the Investor unless such removal is required by applicable law or such Director is no longer qualified to serve as a Director pursuant to applicable SEC or regulatory requirements, or a generally applicable policy of the Board of Directors. (e) Any vacancies on the Board of Directors and on the board of directors of the Company Bank shall be filled in accordance with the applicable bylaws and, if the vacancy is with respect to the Investor Nominee, this Section 4.2. (f) The Company hereby agrees that, from and after the Closing Date, for so long as the Investor, together with his respective Affiliates, owns at least 5% or more of all of the outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investor are directly or indirectly convertible or exercisable and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), the Company shall, subject to applicable law, invite a person designated by the Investor and reasonably acceptable to the Board of Directors (the “Bank BoardBoard Observer”) to attend meetings of the Board of Directors (or any committee thereof) and the board of directors of the Company Bank (or any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an the Investor no longer Beneficially Owns beneficially owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a4.2(f), such the Investor shall have no further rights under this Section 3.4(a4.2(f). (bg) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” andCompany, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors and the board of directors of the Company as well as Bank shall ensure, to the Bank Boardextent permitted by applicable law and Federal Reserve Board policy, that any Directors nominated or designated pursuant to this Section 4.2 or the Shareholders Agreement, dated December 27, 2005, by and among the Company, the Investor and the parties listed on Schedule A thereto (the “Shareholders Agreement”) shall enjoy the same rights, capacities, entitlements, indemnification rights, and the committees compensation as any other members of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction board of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director directors of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank BoardBank, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Investor Nominee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, (or any committee thereof) and the board of directors of the Company Bank (or any committee thereof), to the same extent as the other members of the Board of Directors or and the Bank Board, as applicableboard of directors of the Company Bank. The Company shall notify each Designated Director the Investor Nominee and any the Board Observer of all regular meetings and special meetings of the Board of Directors or and the board of directors of the Company Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Boardthereof. The Company shall provide the Investor Nominee and the Bank shall provide each Designated Director and Board Observer with copies of all notices, minutes, consents and other material that they provide it provides to any all other members of their respective boards the Board of Directors or the board of directors (or committees) of the Company Bank concurrently as such materials are provided to the other member(smembers. The Board Observer shall not be entitled to participate in discussions of matters brought to the Board of Directors or the board of directors of the Company Bank. (h) The parties acknowledge and agree that there shall be a vacancy on each of the Board of Directors and the board of directors of the Company Bank as of the Closing. The Company agrees to fill, or cause to be filled (with respect to the Company Bank), such vacancies with an individual nominated by the Nominating and Corporate Governance Committee following the Closing, but in any event not later than immediately following the next annual meeting of shareholders following the date of this Agreement. Effective immediately following the next annual meeting of shareholders following the date of this Agreement, the number of directors on the Board of Directors and the board of directors of the Company Bank shall not exceed ten (10). Not more than three (3) of the persons serving on the Board of Directors shall be the nominees of the Other Investors. (i) On or before the Closing, the Company shall, and shall cause the Company Bank to, enter into a customary Directors & Officers Indemnification Agreement (collectively, the “Indemnification Agreements”) with the Investor Nominee in form and substance reasonably satisfactory to the Investor. Any replacement Investor Nominee shall be entitled to enter into Directors and Officers Indemnification Agreements with the Company and the Company Bank on the same terms as the Indemnification Agreements. (j) The Company and the Board of Directors shall not take any action that would result in any amendment to the governing documents of the Company or the Company Bank inconsistent with the provisions of this Section 4.2. (k) For so long as the Investor, together with his Affiliates, owns 5% or more of all of the outstanding shares of Common Stock, the Company shall not amend its governing documents to amend the current mandatory retirement age for the Board of Directors. (l) The Company and the Board of Directors shall not take any action that would result in a change in status of the Investor as a “Director Emeritus.” The privileges and entitlements of the post “Director Emeritus” shall be established from time to time by the Board of Directors but shall include recognition of the Director Emeritus’ past contributions at annual shareholders’ meetings and sponsored public events where they are in attendance, and an invitation to the annual board/management dinner and other events in the Board of Director’s discretion. A Director Emeritus, however, will have no voting authority, will not receive any form of compensation and will not be an attendee at Board of Director meetings. (m) The Investor shall not nominate himself to serve as a Director of the Company or the Company Bank and shall not accept any such appointment or nomination.

Governance Matters. (a) The Company hereby agrees that, from and after the Investor First Closing Date, for so long as an Investor and the Investor, together with its Affiliates andowns any Common Shares and (B) on or after the Second Closing, for the purposes owns 6.0% or more of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% all of the Company’s outstanding shares of Common StockStock (counting for such purposes all shares of Common Stock into or for which the securities of the Company owned by the Investors are directly or indirectly convertible or exercisable and excluding as shares owned and outstanding all Common Shares issued by the Company after the Second Closing Date other than as contemplated by this Agreement), the Company shall, (i) subject to applicable Lawlaw, invite a person designated by such Investor and reasonably acceptable the Investors (the "Board Observer") to attend meetings of the Board of Directors (each, an “Observer”or any committee thereof) and the board of directors of the Company Bank (or any committee thereof) in a nonvoting observer capacity. The Board Observer shall be required to attend meetings comply with all policies and procedures applicable to members of the Board of Directors and the board of directors of the Company Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacityrelating to confidentiality, and (ii) provide such Investor such financial i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entitiescompliance policies. If an Investor the Investors collectively, together with their Affiliates, no longer Beneficially Owns beneficially own the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a4.2(a), such Investor the Investors shall have no further rights under this Section 3.4(a4.2(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Observer shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, (or any committee thereof) and the board of directors of the Company Bank (or any committee thereof), to the same extent as the other members of the Board of Directors or and the Bank Board, as applicableboard of directors of the Company Bank. The Company shall notify each Designated Director and any the Board Observer of all regular meetings and special meetings of the Board of Directors or and the board of directors of the Company Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Boardthereof. The Company and the Bank shall provide each Designated Director and the Board Observer with copies of all notices, minutes, consents and other material that they provide it provides to any all other members of their respective boards the Board of directors (Directors or committees) the Company Bank concurrently as such materials are provided to the other member(smembers. (c) Effective immediately following the next annual meeting of shareholders of the Company following the date of this Agreement (the "Annual Meeting"), the number of directors on the Board of Directors and the board of directors of the Company Bank shall not exceed twelve, comprised as set forth in Section 4.2(i) of the Company's Disclosure Schedule. The Company agrees to request that any current member of the Board of Directors and the board of directors of the Company Bank who will not be nominated for reelection at the Annual Meeting resign from the Board of Directors and the board of directors of the Company Bank, effective as of the earlier to occur of (i) 45 days after the date hereof and (ii) the filing of the Company's preliminary proxy statement relating to the annual meeting with the SEC. (d) The Company and the Board of Directors shall not take any action that would result in any amendment to the governing documents of the Company or the Company Bank inconsistent with the provisions of this Section 4.2.

Governance Matters. (a) The Subject to the receipt of any applicable requirement to obtain prior approval, consent or nonobjection of any Governmental Entity (the “Board Non-Objections”), the Company hereby agrees thatshall, from as promptly as reasonably practicable, cause one (1) person nominated by Purchaser (the “Board Representative”) to be appointed to the Board of Directors; provided that the Board Representative must satisfy the Company’s customary onboarding process and after any applicable corporate governance or regulatory requirements under SEC rules and regulations, the Investor Closing Daterules of the NYSE or similar authority, for or any federal or state banking Laws and comply with the Company’s policies and procedures applicable to all directors or committee members, as applicable. No individual shall be eligible to be the Board Representative if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any Order that is then in effect and prohibits service as a director of any U.S. public company or a bank holding company. (b) Following the Closing, so long as an Investor and Purchaser, together with its Affiliates andaffiliates, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, continues to beneficially own in the aggregate at least 5% the lesser of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 502.5% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganizationon an As-Converted Basis) and (ii) 25% of the Common Stock (on an As-Converted Basis) that Purchaser beneficially owns immediately following the Closing (the “Director Rights Period”), recapitalization, stock dividend, stock split, reverse stock split, or other like changes (A) the Company shall (I) include the Board Representative in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to slate of director nominees and recommend to its stockholders that its stockholders vote in favor of electing the election of each Designated Director Board Representative to the Board of Directors at the Company’s annual meetingmeeting of stockholders at which the Board Representative’s term expires and (II) at the annual meeting of the Company’s stockholders for the year in which the Board Representative’s term expires, subject use reasonable best efforts to satisfaction of all legal and governance requirements regarding service have the Board Representative elected as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, including that the Company shall solicit proxies for each such Designating Investor person to the same extent as it does for any other nominee of the Board of Directors to the Board of Directors and (B) upon the death, resignation, retirement, disqualification or removal from office of the Board Representative prior to the end of the Board Representative’s term, (I) Purchaser shall have the power to designate the Board Representative’s replacement and (II) the Board of Directors shall fill the vacancy resulting therefrom with Purchaser’s designated replacement Board Representative as promptly as practicable. (c) Immediately following the Director Rights Period, Purchaser will have no further rights under Sections 3.4(b), 3.4(cSection 4.1(a) and 3.4(dthrough Section 4.1(b) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible reasonably practicable thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director Representative shall be entitled to the same compensation, including feesexpense reimbursement, exculpation and same indemnification in connection with his or her role as a director from the Company as the other members of independent directors serving on the Board of Directors or (and, with respect to indemnification, the Bank Board, Company’s obligations shall apply prior to any other indemnification to which the Board Representative may be entitled) and (ii) receive the same coverage under D&O insurance policies maintained by the Company as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the other directors serving on the Board of Directors and/or for the duration of the Director Rights Period. (e) Subject to the Board Non-Objections, the Board Representative shall also be elected to the board of directors of Company Bank. The Board Representative shall serve on the Company Bank Board, shall be entitled to reimbursement board of directors for documented, reasonable out-of-pocket expenses incurred in attending meetings of so long as they sit on the Board of Directors or the Bank BoardDirectors. In addition, or any committee thereof, to the same extent as the all other members of rights the Board Representative is provided in his or her capacity as such, including those provided in this Section 4.1, shall also apply to his or her service on the Company Bank board of Directors or the Bank Board, as applicable. directors. (f) The Company shall notify each Designated Director and any Observer the Board Representative of all (i) regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank BoardDirectors. The Company and the Bank shall provide each Designated Director and Observer the Board Representative with copies of all notices, minutes, consents and other material that they provide materials provided to any all other members of their respective boards both the Board of Directors and the board of directors (or committees) of Company Bank concurrently as such materials are provided to the other member(smembers (the “Board Materials”). Other than confidential supervisory information, as described in Section 5.13, the Board Representative shall have the right to share all non-privileged Board Materials with Purchaser for Permitted Purposes. (g) Notwithstanding anything herein to the contrary, no Board Representative shall be entitled to participate in, or be entitled to receive the notice or materials referred to in the foregoing Section 4.1(f) with respect to, any meeting of the Board of Directors (or any portion thereof) with respect to which he or she is reasonably likely to have a conflict of interest (as reasonably determined in good faith by the other members of the Board of Directors in their sole discretion) with respect to the subject matter of such meeting or any portion of such meeting, including any matter related to the discussion, evaluation or vote upon a matter in which Purchaser (or any of its affiliates) has a business or financial interest (other than solely by reason of its interest as a stockholder of the Company); provided, however, that the Company shall use commercially reasonable efforts to make other arrangements (including segmenting portions of meetings, redacting information or making substitute disclosure arrangements) that would enable participation in such meetings by, and disclosure of information and materials to, the Board Representative without the Board Representative learning information about the matter(s) giving rise to such conflict of interest. The Company shall not treat the Board Representative differently with respect to conflicts of interest relative to how the Company treats other members of the Board of Directors with respect to conflicts of interest.

Governance Matters. (a) The Company hereby agrees thatshall, from as promptly as reasonably practicable, reconstitute the Board of Directors so that (i) the number of directors that will comprise the Board of Directors shall be ten (10) and after (ii) of such members of the Board of Directors, six (6) shall be members of the Board of Directors as of immediately prior to the Closing (the “Legacy Directors”), one (1) shall be a designee of the Investor (who shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who shall also be appointed as lead independent director), two (2) shall be designees or serve at the recommendation of the Other Investors and one (1) shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇; provided that the Board Reconstitution and the appointment of any new director to the Board of Directors shall be subject, in each case, to any applicable requirement to obtain prior approval, consent or non-objection of any Governmental Entity and the expiration of any applicable notice period under Law (the “Board Non-Objections”). Thereafter, the Company shall ensure that one Legacy Director shall resign following the Company’s filing of its Current Report on Form 10-K for the year ended December 31, 2023 and the number of directors that will comprise the Board of Directors shall be reduced to nine (9). In furtherance thereof, as promptly as reasonably practicable, and in any event by the Closing, the Company will deliver to Purchaser resignation letters from Directors sufficient to complete the Board Reconstitution subject either to Closing Date, or the Board Non-Objections. As of the Closing and for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate Purchaser holds at least 52.5% of the Company’s outstanding shares of Common StockStock (on an As-Converted Basis), Purchaser shall have the right to designate one representative in non-voting observer capacity to the Board of Directors (the “Board Observer”). The Board Observer shall have the right to attend all meetings (including meetings held by telephone or other electronic means) of the Board of Directors and each committee and subcommittee thereof and any Company advisory board (including any committee, subcommittee, and/or advisory board created after the date hereof), and, in this respect, the Company shall invite the Board Observer and shall give the Board Observer copies of all notices, minutes, consents, and other materials that it provides to its directors, committee, subcommittee and Company advisory board members at the same time and in the same manner as provided to such directors, committee, subcommittee and Company advisory board members. Notwithstanding the foregoing, the Company shall have the right to exclude the Board Observer from all or any portion of any meeting and to withhold any notices, minutes, consents and other materials from the Board Observer if the Company reasonably determines that such attendance or access would jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, provided, however, that the Company shall use reasonable best efforts to make other arrangements that would enable disclosure to the Board Observer to occur without jeopardizing such protection or privilege. The Board Observer shall be required to enter into a customary confidentiality agreement with the Company prior to attending any meeting of the Board of Directors or receiving any notices, minutes, consents or other materials. (b) Promptly following the Closing, the Company shall procure the resignation of one Legacy Director (whose term of office expires in 2024) in addition to the resignation contemplated by Section 4.1(a) and, thereafter subject to the receipt of the applicable Board Non-Objections, the Company shall, (i) as promptly as reasonably practicable, cause one person nominated by the Purchaser to be appointed to the Board of Directors. As a result, Purchaser will have the right, subject to the receipt of applicable LawBoard Non-Objections, invite a person designated by such Investor and reasonably acceptable to appoint two (2) persons to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated DirectorsBoard Representative”), one Designated Director to be mutually agreed upon by the Company and . ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to shall be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director appointed to the Board of Directors in that certain class of directors with a term of office expiring at the 2026 annual meeting of the Company’s stockholders. For the avoidance of doubt, following receipt of applicable Board Non-Objections, if at any time during the Director Rights Period (as defined below) Purchasers choose to have only one Board Representative on the Board of Directors, Purchasers shall nevertheless maintain the right to appoint a second Board Representative during the Director Rights Period. If and when Purchasers notify the Company in writing (with email being sufficient) that they have determined to so appoint a second Board Representative during the Director Rights Period, the Company shall take all such actions as well as may be necessary to appoint such second Board Representative to the Bank BoardBoard of Directors, and including increasing the committees size of the Board of Directors as needed to accommodate such appointment. Each such Board Representative must satisfy any applicable corporate governance or regulatory requirements under SEC rules and regulations, the Bank Board which such designee is rules of the NYSE or similar authority, or any federal or state banking Laws and comply with the Company’s policies and procedures applicable to all directors or committee members, as applicable. No individual shall be eligible to be appointeda Board Representative if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any Order that is then in effect and prohibits service as a director of any U.S. public company or a bank holding company. Following the effectiveness of the appointment of any Board Representative, the Company shall use reasonable best efforts to take all such reasonable actions so that a Board Representative is appointed to each standing committee of the Board of Directors, subject to satisfying any applicable corporate governance, regulatory requirements or the rules of the NYSE. The Company shall cause agrees that at all times during the Directors Rights Period, each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member committee of the Board or of Directors will have at least three (3) members other than a Board Representative. (c) Following the Bank BoardClosing, as applicable, on the Investor Closing Date and thereafter as so long as such Designating Investor owns Purchaser, together with its affiliates, continues to beneficially own in the aggregate at least 50the lesser of (i) 2.5% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes on an As-Converted Basis) and (ii) 25% of the Common Stock (on an As-Converted Basis) that Purchaser beneficially owns immediately following the Closing (the “Director Rights Period”) (A) the Company shall (I) include each Board Representative in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to slate of director nominees and recommend to its stockholders the election that its stockholders vote in favor of each Designated Director electing such Board Representative to the Board of Directors at the Company’s annual meetingmeeting of stockholders at which such Board Representative’s term expires and (II) at the annual meeting of the Company’s stockholders for the year in which such Board Representative’s term expires, subject use reasonable best efforts to satisfaction of all legal and governance requirements regarding service have such Board Representative elected as a director of the Company. If , including that the Company shall solicit proxies for each such person to the same extent as it does for any other nominee of the Board of Directors to the Board of Directors and (B) upon the death, resignation, retirement, disqualification or removal from office of a Designating Investor no longer has a Qualifying Ownership InterestBoard Representative prior to the end of such Board Representative’s term, such Designating Investor (I) Purchaser shall have the power to designate each Board Representative’s replacement and (II) the Board of Directors shall fill the vacancy resulting therefrom with Purchaser’s designated replacement Board Representative as promptly as practicable. (d) Immediately following the Director Rights Period, Purchaser will have no further rights under Sections 3.4(b), 3.4(cSection 4.1(a) and 3.4(dthrough Section 4.1(c) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director each Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible reasonably practicable thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (ce) Each Designated Director shallThe Board Representatives shall (i) be entitled to the same compensation, subject to applicable Lawexpense reimbursement, be named by exculpation and indemnification from the Company and as the Nominating Committee of other independent directors serving on the Board of Directors (and, with respect to indemnification, the “Nominating Committee”Company’s obligations shall apply prior to any other indemnification to which a Board Representative may be entitled) and (ii) receive the same coverage under D&O insurance policies maintained by the Company as to serve the other directors serving on the Board of Directors for the duration of the Director Rights Period. (f) Subject to the Board Non-Objections, the Board Representatives shall also be elected to the board of directors of Company Bank, which shall be reconstituted consistent with the Board Reconstitution. Any Board Representative shall serve on the Company Bank board of directors for so long as they sit on the Board of Directors. In addition, the Board Representatives will have the same committee rights with respect to any committees of the board of directors of Company Bank, and all other rights they are provided as Board Representatives, including those provided in this Section 4.1, shall also apply to their service on the Company Bank Board. board of directors. (g) The Company shall notify the Board Representatives of all (i) use its reasonable best efforts to have each Designated Director elected as a director regular and special meetings of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Boardof which a Board Representative is a member. The Company and the Bank shall provide each Designated Director and Observer the Board Representatives with copies of all notices, minutes, consents and other material that they provide materials provided to any all other members of their respective boards both the Board of Directors and the board of directors (or committees) of Company Bank concurrently as such materials are provided to the other member(smembers (the “Board Materials”). Other than confidential supervisory information, as described in Section 6.13, each Board Representative shall have the right to share all non-privileged Board Materials with Purchaser for Permitted Purposes. (h) Notwithstanding anything herein to the contrary, no Board Representative shall be entitled to participate in, or be entitled to receive the notice or materials referred to in the foregoing Section 4.1(g) with respect to, any meeting of the Board of Directors or any committee thereof (or any portion thereof) with respect to which he or she is reasonably likely to have a conflict of interest (as reasonably determined in good faith by the other members of the Board of Directors (or such committee) in their sole discretion) with respect to the subject matter of such meeting or any portion of such meeting, including any matter related to the discussion, evaluation or vote upon a matter in which Purchaser (or any of its affiliates) has a business or financial interest (other than solely by reason of its interest as a stockholder of the Company); provided, however, that the Company shall use commercially reasonable efforts to make other arrangements (including segmenting portions of meetings, redacting information or making substitute disclosure arrangements) that would enable participation in such meetings by, and disclosure of information and materials to, such Board Representative without such Board Representative learning information about the matter(s) giving rise to such conflict of interest. The Company shall not treat the Board Representatives differently with respect to conflicts of interest relative to how the Company treats other members of the Board of Directors with respect to conflicts of interest.

Governance Matters. (a) The Following the Closing and upon the written request of a Qualifying Purchaser, the Company hereby agrees that, from and after will promptly cause one representative of each Qualifying Purchaser (the Investor Closing Date, for so long as an Investor and its Affiliates and, for "Board Representatives") to be elected or appointed to the purposes board of this Section 3.4(adirectors of the Company (the "Board of Directors"), persons who share subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a common investment advisor with such Investor, beneficially own in the aggregate at least 5% director of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “"Bank Board”) ("), subject to all legal and any committee thereof) regulatory requirements regarding service and election or appointment as a director of the Bank, in a nonvoting observer capacityeach case, and (ii) provide such Investor such financial and other information and data with respect to each Qualifying Purchaser, so long as such Investor may reasonably requestQualifying Purchaser, including together with its Affiliates, owns either in the aggregate 50% or more of all information needed to file regulatory reports of the purchased Shares by such Qualifying Purchaser and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns its Affiliates under this Agreement or, in the minimum number aggregate, 5.0% or more of the Common Stock then outstanding (provided that, in making such calculation, (i) all shares of Common Stock as specified into or for which shares of any securities owned by the Purchaser are directly or indirectly convertible or exercisable (which, for the avoidance of doubt, shall include those shares of Common Stock and Non-Voting Common Stock issuable upon the conversion of shares of Series C Preferred Stock), shall be included in the first sentence of this Section 3.4(a)numerator, (ii) the shares described in clause (i) and all such Investor shares owned by or attributed to other Purchasers shall have no further rights under this Section 3.4(a). be included in the denominator, and (biii) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon securities issued by the Company and ▇▇▇▇▇▇▇ Partnersafter the Closing Date other than in connection with an issuance in which the Purchaser was offered the right to purchase its pro rata portion of such securities in accordance with Section 4.17 shall be excluded from the denominator) ("Minimum Ownership Interest"). So long as a Qualifying Purchaser, L.P. and the other Designated Director to be mutually agreed upon by together with its respective Affiliates, has a Minimum Ownership Interest, the Company and MFP Partners, L.P. (each will recommend to its shareholders the election of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director Board Representatives to the Board of Directors at a special meeting of the Company Company's shareholders or the annual meeting of shareholders, as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointedapplicable, subject to satisfaction of all legal and governance regulatory requirements regarding service as a member of the Board and election or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service appointment as a director of the Company. If a Designating Investor Qualifying Purchaser no longer has a Qualifying Minimum Ownership Interest, such Designating Investor shall Qualifying Purchaser will have no further rights under Sections 3.4(b), 3.4(c4.18(a) and 3.4(dthrough 4.18(b) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (cb) Each Designated Director Board Representative shall, subject to applicable Lawlaw, be named by the Company and the Nominating Committee one of the Board of Directors (the “Nominating Committee”) as Company's nominees to serve on the Board of Directors and the Bank BoardDirectors. The Company shall (i) use its reasonable best efforts to have each Designated Director Board Representative elected as a director of the Company by the stockholders shareholders of the Company Company, and the Company shall solicit proxies for the Designated Director Board Representatives to the same extent as it does for any of its other Company nominees to the Board of Directors. The Company shall ensure, and shall cause the Bank to ensure, that the Board of Directors and (ii) obtain the Bank Board shall have at least four members for so long as any Qualifying Purchaser shall have the right to appoint a Board Representative. Each Qualifying Purchaser covenants and agrees to hold any information obtained from its Board Representative in confidence. Notwithstanding anything to the contrary contained herein, at all Governmental Consents required for times when each Designated Director to serve Qualifying Purchaser maintains a Minimum Ownership Interest, it shall comply in such capacityall respects with the Federal Reserve's Policy Statement on equity investments in banks and bank holding companies and any other guidance promulgated in connection with the matters addressed therein. (dc) Subject to Section 3.4(b4.18(a), upon the death, disability, resignation, retirement, disqualification disqualification, or removal from office as a member of a Designated Directorthe Board of Directors or the Bank Board of its Board Representative, the Designating Investor who designated such Designated Director each Qualifying Purchaser shall have the right to designate the replacement for such Designated DirectorBoard Representative, which replacement shall satisfy all legal legal, bank regulatory and governance requirements regarding service as a member director of the Company. The Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its their respective reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being one of the Company’s and the Nominating Committee’s nominee 's nominees to serve on the Board of Directors, calling a special meeting of stockholders to vote on such personand the Bank Board), using all reasonable best efforts to have such person elected as director of the Company by the stockholders shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board, as the case may be. (d) The Company hereby agrees that, from and after the Closing Date, for so long as any Qualifying Purchaser and its respective Affiliates in the aggregate have a Minimum Ownership Interest, the Company shall invite a person designated by such Qualifying Purchaser (the "Observer") to attend meetings of the Board of DirectorsDirectors and the Bank Board (including any meetings of committees thereof on which the Board Representative is permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall not have any right to make motions or vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents. If the Qualifying Purchaser no longer has a Minimum Ownership Interest, the Investor will have no further rights under this Section 4.18(d). (e) Each Designated Director Board Representative shall be entitled to the same compensation, including fees, compensation and same indemnification and insurance coverage in connection with his or her role as a director to the same extent as the other members of directors on the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable and documented out-of-pocket expenses up to $30,000 in the aggregate per year, incurred in attending meetings of the Board of Directors or and the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicablethereof in accordance with Company policy. The Company shall notify each Designated Director and any Observer the Board Representative(s) or the Observer(s), as the case may be, of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer the Board Representative(s) or the Observer(s), as the case may be, with copies of all notices, minutes, consents and other material that they provide it provides to any other all members of their respective boards the Board of directors Directors or the Bank Board (or committeesas applicable) concurrently as at the same time such materials are provided to the other member(smembers. (f) The Company acknowledges that the Board Representatives may have certain rights to indemnification, advancement of expenses and/or insurance provided by a Qualifying Purchaser and/or its respective Affiliates (collectively, the "Qualifying Purchaser Indemnitors"). The Company hereby agrees on behalf of itself and the Bank that with respect to a claim by a Board Representative for indemnification arising out his or her service as a director of the Company and/or the Bank (1) that it is the indemnitor of first resort (i.e., its obligations to the Board Representatives with respect to indemnification, advancement of expenses and/or insurance (which obligations shall be the same as, but in no event greater than, any such obligations to members of the Board or the Bank Board, as applicable) are primary and any obligation of the Qualifying Purchaser Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Board Representative are secondary), and (2) the Qualifying Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Board Representative against the Company. (g) Promptly following the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Form 10-K") with the Commission, but in any event, no later than the earlier of (i) 30 days following such filing or (ii) December 31, 2016, the Company shall duly call, give notice of, establish a record date for, convene and hold its annual shareholders' meeting (the "Shareholders' Meeting"), for the purpose of, among other matters, voting upon approval and adoption of an amendment to the Articles of Incorporation (the "Shareholder Approval"), in the form attached as Annex A to Exhibit H (the "Fifth Articles of Amendment"); provided, however, that if the 2015 Form 10-K is not filed by December 31, 2016, the Company shall duly call, give notice of, establish a record date for, convene and hold a special shareholders' meeting to obtain Shareholder Approval of the Fifth Articles of Amendment no later than January 31, 2017. The Company shall: (A) through its Board of Directors recommend to its shareholders the approval and adoption of the Fifth Articles of Amendment (the "Company Recommendation"); (B) include such Company Recommendation in the proxy statement delivered to shareholders; and (C) use its best efforts to obtain the Shareholder Approval. Neither the Board of Directors of the Company nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Purchasers, the Company Recommendation or take any action, or make any public statement, filing or release inconsistent with the Company Recommendation. The Company shall adjourn or postpone the Shareholders' Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Shareholders' Meeting, if on the date of the Shareholders' Meeting the Company has not received proxies representing a sufficient number of shares necessary to obtain the Shareholder Approval and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares to obtain the Shareholder Approval. Following the first of either such adjournment or postponement, if requested by the Purchasers, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, Purchasers in connection with obtaining the Shareholder Approval. (h) After obtaining the Shareholder Approval, the Company shall as promptly as reasonably practical, file the Fifth Articles of Amendment with the Secretary of State of the State of New Mexico, as required by applicable Law and provide the Purchasers a certificate from the Secretary of State of the State of New Mexico evidencing that the Fifth Articles of Amendment is in full force and effect as of a date within five Business Days after the date of the Shareholders' Meeting.

Governance Matters. (a) The Company hereby agrees that, from and after will cause one person nominated by the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”"Board Representative") (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member director of the Company, to the Company's Board or of Directors as promptly as practicable following the Bank Board, as applicable, on Closing. The Company and the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% agree that the initial Board Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇. (b) Subject to the further provisions of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganizationSection 4.4, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization's Governance and Nominating Committees (or any other committee exercising a similar function) (the “Qualifying Ownership Interest”). The Company "Nominating Committees") shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors that such person (or any successor designated by the Investor and reasonably acceptable to the Company (it being agreed that any managing director of the entity that manages the Investor is hereby deemed to be acceptable to the Company provided that the Investor consults with the Company prior to designating any such person), subject to Section 4.4(c) below) be included in the slate of nominees recommended by the Board of Directors to stockholders for election as directors at each annual meeting of stockholders of the Company at which such person's term expires. Notwithstanding anything else contained in this Agreement, in the event that the Board Representative is not elected as a director of the Company’s annual meeting, the standstill restrictions contained in Section 4.1 shall immediately lapse and be of no further force or effect. The Board Representative, when serving on the Board of Directors, shall be entitled to serve on all major committees and subcommittees of the Board, except to the extent prohibited by applicable law or stock exchange regulation. In addition to the Board Representative, the Investor will have the right to have one of its employees attend meetings of the Board of Directors (including any meeting of any committees thereof) as an observer (the "Observer") without authority to vote. (c) If the Board Representative shall cease to serve as a director for any reason, the Board of Directors will use its commercially reasonable best efforts to take all action required to fill the vacancy resulting therefrom with a person designated by the Investor and reasonably acceptable to the Company (it being agreed that any managing director of the entity that manages the Investor is hereby deemed to be acceptable to the Company provided that the Investor consults with the Company prior to designating any such person), subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If . (d) Without the approval of the Investor (as evidenced by a Designating Investor no longer has written consent signed by senior officer or general partner of the Investor), the Company shall not appoint a Qualifying Ownership Interestnew permanent Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") or person to perform the duties of either such Designating position and the Investor shall act in good faith in granting or withholding such approval. (e) If the Investor at any time beneficially owns less than one-third of the Share Base, the Investor will have no further rights under Sections 3.4(b), 3.4(c4.4(a) and 3.4(dthrough (d) other than to have one Observer under the last sentence of Section 4.4(b) and, in each case, at if so requested by the written request of the Board of DirectorsCompany, shall use promptly cause to resign, and take all commercially reasonable efforts other action reasonably necessary, or reasonably requested by the Company, to cause the Designated Director to resign from prompt removal of, the Board of Directors and Representative. If the Bank Board as promptly as possible thereafter. The Board of Directors and Investor ceases to beneficially own Securities representing at least the Bank Board shall cause each Designated Director to be appointed to Qualifying Ownership Interest, the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts 's right to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer with copies of all notices, minutes, consents and other material that they provide to any other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(s)terminate.

Governance Matters. (a) The Company hereby agrees that, from and after Immediately following the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common StockEffective Time, the Company shallParent Board shall have twelve (12) members, (i) subject to applicable Law, invite a person seven (7) of whom shall be designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank Parent (the “Bank BoardParent Designees”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide five (5) of whom shall be designated by the Company (the “Company Designees”). In the event the Chief Executive Officer determined pursuant to Section 5.16(b) is (A) an employee or executive of Parent immediately prior to Closing, then the Chief Executive Officer shall be deemed a Parent Designee or (B) an employee or executive of the Company immediately prior to Closing, then the Chief Executive Officer shall be deemed a Company Designee. Parent shall take such Investor actions as are reasonably necessary to cause such financial and other information and data directors to be appointed to the Parent Board as of immediately after the Effective Time (with such Investor may reasonably request, including all information needed directors to file regulatory reports and be appointed to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns such classes as set forth on Section 5.16(a) of the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(aParent Disclosure Schedule), to serve in such Investor shall have no further rights under this Section 3.4(a)capacity until his or her successor is duly elected or appointed and qualified in accordance with applicable Law or until such director’s earlier death, resignation or removal. (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior Prior to the Closing, each Designating Investor the Parent Board (or a committee thereof) shall provide determine the Chief Executive Officer of Parent. Prior to the Company Closing, the name of one Designated Director Parent Board may delegate such determination to the Board of Directors a committee of the Company as well as the Bank Parent Board, and the committees provided that such committee consists of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member Chairman of the Parent Board or and such other directors as selected by the Bank Chairman of the Parent Board, as applicable, on the Investor Closing Date and thereafter as long as in such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Companyperson’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee membersole discretion. (c) Each Designated Director shallPrior to the Closing, subject to applicable Law, be named by the Parent Board (or a committee thereof) shall determine the location of the headquarters and the brand of the combined business of Parent and the Company and following the Nominating Committee Closing, provided that in no event shall such decision be announced or made public prior to the earlier of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and Closing Date or (ii) obtain all Governmental Consents required for each Designated Director July 1, 2022. Prior to serve the Closing, the Parent Board may delegate such determination to a committee of the Parent Board, provided that such committee consists of the Chairman of the Parent Board and such other directors as selected by the Chairman of the Parent Board, in such capacityperson’s sole discretion. (d) Subject to Section 3.4(b), upon Following the death, disability, resignation, retirement, disqualification or removal from office of a Designated DirectorClosing, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member Chairman of the Parent Board of Directors and the Bank Board, immediately prior to Closing shall continue as applicable. The Board of Directors Chairman of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors)Parent Board. (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer with copies of all notices, minutes, consents and other material that they provide to any other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(s).

Governance Matters. (a) The Company hereby agrees that, from and after Subject to the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes provisions of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock4.1, the Company shall, will cause three people nominated by the Investor (ithe “Board Representatives”) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable be elected or appointed to the Board of Directors (eachDirectors, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. whom will be designated to a different “Designating Investorclass” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meetingdirectors, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) Company and 3.4(d) and, in each case, at to the written request reasonable approval of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). Two of such Board Representatives shall be appointed as of the Initial Closing Date and one additional Board Representative shall be appointed as of the Bank BoardClosing Date. If, at any time, following the earlier to occur of (x) the Closing and (y) the termination of this Agreement pursuant to Section 5.2, the Investor shall cease to own capital stock of the Company with at least 24% of the voting power of the Company outstanding at such time, the number of people whom the Investor is entitled to designate for election to the Board of Directors shall be reduced as applicablefollows: (i) to two, identified by for so long as the Investor shall own capital stock of the Company with at least 16% (but less than 24%) of the voting power of the Company; (ii) to one, for so long as the Investor shall own capital stock of the Company with at least 8% (but less than 16%) of the voting power of the Company; and (iii) to zero, at any time that the Investor owns no capital stock or capital stock with less than 8% of the voting power of the Company. After such Designating Investorappointments, so long as the Investor is entitled to designate one or more Board Representatives under this Agreement, the Company will be required (i) at any annual meeting at which the term of a Board Representative is scheduled to expire, if the Investor remains entitled to a number of Board Representatives that includes such Designated Director qualifies Board Representative, to serve on recommend to its stockholders the election of such committees Board Representative, subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by director of the Company and to the Nominating reasonable approval of the Governance Committee of the Board of Directors (the “Nominating Committee”) as such approval not to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees be unreasonably withheld or delayed), to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to appoint one of the Board Representatives chosen by the Investor to serve in as Chairman of the Board of Directors. At the option of the Board Representatives, the Board of Directors shall cause one of the Board Representatives to be appointed to each of the Audit, Compensation and Corporate Governance and Nominations Committees of the Board of Directors (or any successor committee thereto), provided that such capacityBoard Representative meets the qualifications for service on such Committees. (db) Subject to Except as otherwise provided in Section 3.4(b4.1(a), the Investor shall have the power to designate each of the Board Representative’s replacement upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Directorany such director, such replacement to meet all applicable independence standards if the Designating Investor who designated director to be replaced met (and was required to meet) such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicablestandards. The Board of Directors of the Company shall will use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person Person. (including c) Each Board Representative, during the time that such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on Board Representative is serving as a member of the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including feesindemnification insurance, indemnification and same indemnification advancement of expenses in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicablein similar capacities, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee committees thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicableDirectors. The Company shall notify each Designated Director and any Observer Board Representative of all regular meetings and special meetings of the Board of Directors or and shall notify the Bank Board and Representative of all regular and special meetings of any committee of the Board of Directors or the Bank Boardof which such Board Representative is a member. The Company and the Bank shall provide each Designated Director and Observer Board Representative with copies of all notices, minutes, consents and other material that they provide materials provided to any all other members of their respective boards the Board of directors (or committees) Directors concurrently as such materials are provided to the other member(smembers. (d) Following the Closing, the Investor shall have the right to, and shall within a reasonable time following the Closing, nominate for consideration by the Board of Directors a Person to serve as chief financial officer of the Company (the “Investor CFO Nominee”) who shall, subject to applicable law and upon approval of the Company’s Governance Committee and Board of Directors, serve as the chief financial officer of the Company. The Company Governance Committee and the Board of Directors shall duly and in a timely manner consider the appointment of the Investor CFO Nominee as the Company’s chief financial officer. If the Investor CFO Nominee is rejected by either the Company Governance Committee or the Board of Directors, the Investor shall have the opportunity to present an alternate nominee within a reasonable time following notification of such rejection until such time that an Investor CFO Nominee is approved for appointment as chief financial officer of the Company. (e) Following the Closing and until such time thereafter as the Investor shall cease to own capital stock of the Company with at least 30% of the voting power of the Company outstanding at such time, the Board of Directors shall not take or commit to take any of the following actions with respect to either the Company or any Company Subsidiary unless the vote authorizing any such action includes the affirmative vote of the Board Representatives: (A) the sale or disposition of (including by way of a series of transactions or by way of merger, consolidation, sale of capital stock, asset sale or similar transaction) all or a material portion of the businesses or assets of the Company and the Company Subsidiaries taken as a whole or any material acquisition by the Company or any Company Subsidiary; (B) any amendment, alteration or repeal of any provision of the Certificate of Incorporation or the Company By-Laws or equivalent constituent documents of the Company Subsidiaries, except as necessary to comply with applicable laws, rules and regulations. (C) declare, authorize, set aside or pay any dividend or distribution on any of the Company’s capital stock or issue, purchase or redeem any of its capital stock (other than in connection with the exercise of terms of existing shares of capital stock or other securities); (D) any material borrowings or financial accommodation (in whatever form, including finance leases) in excess of $5,000,000 and not already in place as of the Closing Date; (E) the approval of the Company’s annual budget (including operating and capital plans), business plan and any related material business policies, and any material amendments and deviations from any of the foregoing resulting from management decisions; (F) the entry into of any contract or agreement which obligates the Company to manage any gaming assets on behalf of an unrelated third party; (G) the appointment of, or the approval of the retention, termination or change (including a change in responsibilities or compensation) of the chief executive officer, chief financial officer, or officers with substantially equivalent responsibilities; (H) any liquidation, bankruptcy, dissolution, recapitalization, reorganization, or assignment to the Company’s creditors, or any similar transaction; (I) increase or decrease in the size of the Board of Directors; (J) the settlement of any material litigation, arbitration, or administrative proceeding if such settlement is for the payment or receipt of an amount greater than or equal to $1,000,000 or imposes any restriction on or requirement for the conduct of business of the Company or any Company Subsidiary; or (K) approve or authorize the entry into any agreement that, if it were in existence on the date of this Agreement, would by virtue of its nature or terms be a Company Significant Agreement.

Governance Matters. (a) The Company hereby agrees that, from From and after the Investor Closing Date, for so long as an Investor and its Affiliates and, for subject to the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% provisions of the Company’s outstanding Common Stockcertificate of incorporation, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors shall be comprised of up to 9 directors, of which at any time, the officers or employees of the Company shall constitute no more than two directors, and the Seller or its Affiliates (eachother than the Company and the Company Subsidiaries) shall nominate no more than one director. From and after the Closing Date, Investor shall be entitled to have (i) until the first date that the Investor Ownership Percentage is less than 15%, two Board of Directors nominees (who shall both be employees of the Investor (or one of its Affiliates)) and (ii) after such date and until the first date that the Investor Ownership Percentage is less than 7.5%, one Board of Directors nominee (who shall be an employee of the Investor (or one of its Affiliates)) (the “ObserverBoard Representatives”); provided that any person designated by the Investor as its Board Representative shall not be disqualified from serving as an independent director under Item (b) to attend meetings of Section 303A.02 of the Listed Company Manual of the New York Stock Exchange. So long as there shall be at least one Board Representative on the Board of Directors, each committee of the Board of Directors shall include at least one Board Representative as designated by the Investor, subject to the requirements of applicable law and stock exchange rules and regulations. The Seller and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide Company will cause such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director Representatives to be elected or appointed, prior to the closing of the Qualified IPO subject to the occurrence of the Closing and satisfaction of all legal and governance requirements regarding service as a member director of the Board or the Bank BoardCompany, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors and to each committee of the Board of Directors. The Company and the Seller shall also consult in good faith with the Investor, and the Investor shall have the right to participate (including in any interviews), in the selection of the other independent directors that will serve on the Board of Directors as of the closing of the Qualified IPO. (b) The Investor’s nominees for Board Representatives (including any successor nominees) shall, subject to applicable Law, be the director nominees of the Company and the Nominating and Corporate Governance Committee of the Board of Directors, and the Seller and the Company shall use all reasonable best efforts to have such Board Representatives elected as directors of the Company and the applicable committees thereof. The Seller shall, and shall cause its Affiliates to, vote its shares of Common Stock in favor of the election of the Board Representatives nominated by the Investor at the Company’s annual meeting, subject and not take any action to remove any of the Investor’s Board Representatives without the consent of the Investor. Subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor the Company shall have no further rights under Sections 3.4(b)recommend to its stockholders, 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the applicable committees of thereof the Board of Directors and Representative properly nominated by the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person them to the same extent as it does for any of its other nominees to the Board of Directors. (c) Subject to Section 4.4(a), upon the death, resignation, retirement, disqualification or removal from the Board of Directors of a Board Representative at a time when the Investor is otherwise entitled to nominate a director to fill such a vacancy pursuant to Section 4.4(a), the Investor shall have the right to designate any replacement for a Board Representative, which replacement shall satisfy all legal and governance requirements regarding service as a director of the Company. The Board of Directors will use its reasonable best efforts to take all action required to fill the vacancy on the Board of Directors and the applicable committees resulting therefrom with such person. (d) The Investor’s rights under Sections 4.4(a), (b) and (c) shall terminate on the first date that the Investor Ownership Percentage is less than 7.5%. (e) Each Designated Director The Company hereby agrees that, until the first date the Investor Ownership Percentage is less than 5%, if the Investor shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as not have a director as the other members of Board Representative on the Board of Directors or Directors, the Bank BoardCompany shall, as applicablesubject to applicable Law, and each Designated Director, including each Designated Director that has not yet been elected or appointed (1) invite a representative of the Investor to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending attend all meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank BoardCompany in a nonvoting observer capacity, as applicable. The Company and shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer with give such observer copies of all notices, minutes, consents and other material that they it provides to members of the Board of Directors, and such representative shall be entitled to participate in discussions of matters brought to the Board of Directors, (2) furnish the board observer with such financial and operating data and other information with respect to the business and properties of the Company as the Company prepares and compiles for members of its Board of Directors in the ordinary course and as the board observer may from time to time reasonably request, and (3) permit the board observer to discuss the affairs, finances and accounts of the Company, and to make proposals and furnish advice with respect thereto, with the principal officers of the Company within thirty days after the end of each fiscal quarter of the Company; provided that such observer execute and deliver to the Company a customary confidentiality agreement that is reasonably acceptable to the Company. Notwithstanding anything in this Section 4.4(e) to the contrary, the Company shall not be required to provide the observer with access to any information or materials or provide the observer the right to attend any meeting of the Board of Directors if the Board of Directors reasonably determines, based on the advice of outside counsel, that providing such information, access or attendance would (i) violate or conflict with any contract, instrument or agreement to which the Company is a party or (ii) violate its fiduciary duties or obligations under the General Corporation Law of the State of Delaware. (f) Until the earlier of (i) the first date that the Governance Ownership Percentage is less than 10% or (ii) the first date that the Investor Ownership Percentage is less than 20%, the Investor shall have the same rights and privileges, mutatis mutandis, as Citigroup would have pursuant to Section 7.17(b) of the Intercompany Agreement assuming that the First Trigger Date (as defined in the Intercompany Agreement) has occurred but that the Second Trigger Date (as defined in the Intercompany Agreement) has not occurred (it being agreed that such rights and privileges of the Investor pursuant to this Section 4.4(f) shall not terminate with respect to the Investor until the earlier of (i) the first date that the Governance Ownership Percentage is less than 10% or (ii) the first date that the Investor Ownership Percentage is less than 20%); provided that any amendment of the Intercompany Agreement following the Closing Date shall not diminish, limit or otherwise adversely affect the Investor’s rights and privileges under this Section 4.4(f). For purposes of, and not in limitation of, the foregoing sentence, references in Section 7.17(b) of the Intercompany Agreement to “Citigroup” or the “Citigroup Affiliated Group” shall be deemed to be references to “the Investor” and “the Investor and its Affiliates,” respectively. (g) Until the first date that the Investor Ownership Percentage is less than 20%, without the prior written consent of the Investor, none of the Seller or its Affiliates (other members than the Company and the Company Subsidiaries) will Transfer, directly or indirectly, in any single transaction or series of their respective boards of directors related transactions not involving a public offering, to any Person (or committeessuch Person’s Affiliates) concurrently as or intentionally to any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder), including by way of merger, share exchange or other business combination, Common Shares (or securities of the Company exercisable for or convertible into Common Shares) if, immediately following such materials are provided transaction or transactions, such Person, together with its Affiliates and/or any “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5 promulgated thereunder) shall beneficially own 20% or more of the then-outstanding Common Shares. (h) From and after the Closing Date until the first date that the Investor Ownership Percentage is less than 7.5%, the Company shall maintain in effect policies of directors’ and officers’ liability insurance and fiduciary liability insurance with scope and amounts of coverage customary for public companies and for the industry. Any indemnification payments from the Company or insurance proceeds under such insurance policies to any current and former director of the Company (each, together with such person’s heirs, executors or administrators, an “Director Indemnified Party”) shall be the first recourse of any Director Indemnified Party and shall not be reduced or limited by the existence of any other member(s)source of indemnification or insurance available to such Director Indemnified Party.

Governance Matters. (a) The Company hereby agrees that, from and after From the Investor Closing Date until the Voting Date, for so long as an Investor the Investors, together with their Affiliates, shall be entitled to nominate and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, cause the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable appoint two individuals to the Board of Directors to serve as directors (each, an a “ObserverBoard Representative”) to attend meetings terms expiring at the 2010 annual meeting of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointedCompany’s stockholders, subject to satisfaction of all legal and governance requirements regarding service as a member directors of the Board or the Bank Board, as applicable, on the Investor Closing Date Company (and thereafter as long as such Designating Investor owns in aggregate at least 50% subject to satisfaction of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes applicable requirements in the Company’s capitalization) (Certificate relating to allocation of directors amongst the “Qualifying Ownership Interest”classes of directors). The , which Board Representatives are reasonably acceptable to the Board of Directors, and which Board Representatives the Company shall will be required to recommend to its stockholders the for election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafterstockholder meetings. The Board of Directors and the Bank Board shall cause each Designated Director has deemed individuals listed on Schedule 4.1(a) hereto to be appointed to reasonably acceptable for these purposes. For as long as the committees of the Board of Directors Investors and the Bank Boardtheir respective Affiliates, as applicablea whole, identified by own in the aggregate Securities representing, directly or indirectly, an Initial Cost of not less than $75,000,000 (a “Qualifying Ownership Interest”), the Investors shall be entitled, in such Designating Investorcapacity, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal nominate and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by cause the Company and to appoint replacements for its Board Representatives. From the Nominating Committee of Closing Date until the Voting Date, the Investors, together with their Affiliates, shall also be entitled to appoint two observers to the Board of Directors (the “Nominating CommitteeBoard Observers”) as to serve on the ), which Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees Observers are reasonably acceptable to the Board of Directors and Directors. The Board Observers shall be entitled to participate fully in all meetings of the Board of Directors, but shall not have the authority to vote thereat. At any time that the Investors, together with their Affiliates, have a right to nominate one or more Board Representatives, ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P. (ii“THL VI”) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate select the replacement for individual or individuals who the Investors will nominate to be at least one of such Designated DirectorBoard Representatives so long as THL VI and its Affiliates beneficially own in the aggregate Securities representing, which replacement shall satisfy all legal and governance requirements regarding service as a member directly or indirectly, an Initial Cost that is not less than 10% of the Board of Directors and the Bank Board, as applicable. The Board of Directors aggregate Initial Cost of the Company shall use Securities acquired by THL VI and its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill Affiliates at the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors)Closing. (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer with copies of all notices, minutes, consents and other material that they provide to any other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(s).

Governance Matters. (a) The Company hereby agrees thatPromptly following the Closing, from and after the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes Governance Committee of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an the “ObserverGovernance Committee”) will cooperate and work jointly to attend meetings identify a qualified individual who is “independent” for the purposes of the Board of Directors New York Stock Exchange Rules and Rule 10A-3 promulgated under the Exchange Act that is acceptable to both the Investor and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacityGovernance Committee, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of who satisfies all legal and governance requirements regarding service as a member director of the Company (the “Board Representative”), to serve as a director of the Company. Following the identification of such Board Representative as described above (the “Identification Process”), the Company will promptly, and in no event later than thirty days following such identification, cause such Board Representative to be appointed or elected to the Bank BoardBoard of Directors. After such appointment or election, so long as applicable, on the Investor Closing Date and thereafter its affiliates beneficially own (as long as such Designating Investor owns determined in accordance with Rule 13d-3 under the Exchange Act) an aggregate of at least 5010% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to (including for this Agreement (as adjusted appropriately from time to time for any reorganizationpurpose shares of Common Stock issuable upon conversion of the Convertible Preferred Stock), recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall will be required to recommend to its stockholders the election of each Designated Director to the Board of Directors of the Board Representative at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating the Investor and its affiliates no longer has a Qualifying Ownership Interestbeneficially own (as determined in accordance with Rule 13d-3 under the Exchange Act) in the aggregate the minimum number of Securities specified in the prior sentence, such Designating the Investor shall will have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee memberCompany will have no further obligations under this Section 1. (cb) Each Designated Director The Board Representative (including any successor nominee) duly selected in accordance with Section 1(a) shall, subject to applicable Lawlaw, be named by one of the Company Company’s and the Nominating Committee of the Board of Directors (the “Nominating Company’s Governance Committee”) as ’s nominees to serve on the Board of Directors and the Bank BoardDirectors. The Company shall (i) use its all reasonable best efforts to have each Designated Director the Board Representative elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director each such person to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacityDirectors. (dc) Subject to Section 3.4(b), upon Upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Directorthe Board Representative, the Designating Investor who designated such Designated Director and the Governance Committee shall have again engage in the right Identification Process to designate identify a replacement Board Representative. Following the replacement for such Designated Directorsuccessful conclusion of the Identification Process, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall will use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom from such death, resignation, retirement, disqualification or removal, with such person newly identified Board Representative (including such person, subject to applicable Lawlaw, being one of the Company’s and the Nominating Company’s Governance Committee’s nominee nominees to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (ed) Each Designated Director The Board Representative shall be entitled to the same compensation, including fees, compensation and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicableDirectors, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee committees thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicableDirectors. The Company shall notify each Designated Director and any Observer the Board Representative of all regular meetings and special meetings of the Board of Directors or and shall notify the Bank Board and Representative of all regular and special meetings of any committee of the Board of Directors or of which the Bank BoardBoard Representative is a member. The Company and the Bank shall provide each Designated Director and Observer the Board Representative with copies of all notices, minutes, consents and other material that they provide materials provided to any all other members of their respective boards the Board of directors (or committees) Directors concurrently as such materials are provided to the other member(s)members. (e) For so long as the Board Representative is entitled to serve on the Board of Directors, upon the Investor’s request, the Company will promptly take such actions as may be necessary to appoint the Board Representative to the board of directors of Guaranty Bank and the governing board of any bank or savings institution subsequently acquired by the Company.

Governance Matters. 9 (a) After or concurrently with the Closing, the Company shall cause the Board Representative to be elected or appointed, as the case may be, subject to all legal and governance requirements and approvals regarding service and election or appointment as a director of the Company (including any required approvals of the Federal Reserve), and to the approval of the Company’s Nominating/Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld or delayed), to the Board of Directors, as well as the board of directors of the Bank (the “Bank Board”). (b) The Board Representative shall have the right to attend, as a nonvoting observer, each meeting of each committee of the Board of Directors and the Bank Board of which the Board Representative is not then a member. Investor covenants and agrees to hold all such information obtained from its Board Representative in confidence pursuant to the confidentiality and non-disclosure provisions of Section 3.3(b) above. 8 [Included when the Investor will be holding Shares through affiliated funds.] 9 Included in the agreement for one investor. (c) The Company hereby agrees that, during the period of time, if any, from and after the Closing until the Investor Closing Date, for so long as an has a Board Representative currently serving on the Board of Directors and the Bank Board (including if Investor and its Affiliates and, for the purposes has a Board Representative whose appointment is subject to receipt of this Section 3.4(aregulatory approvals), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Lawlaw, invite a person designated by such the Investor and reasonably acceptable to the Board of Directors Company (each, an the “Observer”) to attend meetings of the Board of Directors and the board Bank Board (including any meetings of directors of the Bank (the “Bank Board”) (and any committee committees thereof) in a nonvoting observer capacity, and (ii) provide . The Observer shall be entitled to attend such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified meetings only in the first sentence of this Section 3.4(a), such event the Investor shall does not have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of Representative on the Board of Directors and the Bank Board which during the time from the Closing until such designee time as the Board Representative is to be appointed. The Company shall cause each Designated Director to be first elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company Observer shall (i) use its reasonable best efforts not have any right to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for vote on any of its other nominees matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(bas the case may be), upon shall provide the deathObserver with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members and shall permit the Observer to attend as an observer at all meetings thereof, disability, resignation, retirement, disqualification or removal from office and in the event the Company proposes to take any action by written consent in lieu of a Designated Directormeeting, the Designating Investor who designated Company shall give written notice thereof to the Observer prior to the effective date of such Designated Director consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to designate withhold any information and to exclude the replacement for Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such Designated Director, which replacement party and counsel or (B) necessary to avoid a violation of fiduciary requirements under applicable law and (3) the Investor shall satisfy cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all legal information provided to such Observer. The Investor covenants and governance requirements regarding service agrees to hold all such information obtained from its Observer as a member provided in the prior sentence in confidence pursuant to the confidentiality and non-disclosure provisions of Section 3.3(b) above. From and after such time as the Board Representative is first elected or appointed to the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to Investor will have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directorsno further rights under this Section 5.10(c). (ed) Each Designated Director The Board Representative shall be entitled to the same compensation, including fees, compensation and same indemnification in connection with his or her role as a director to the same extent as the other members of directors on the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Representative shall be entitled to reimbursement for reasonable documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or and the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicablethereof in accordance with Company policy. The Company shall notify each Designated Director and any Observer the Board Representative or the Observer, as the case may be, of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or and any committee of the Bank Board. The Company and the Bank shall provide each Designated Director and Observer the Board Representative or the Observer, as the case may be, with copies of all notices, minutes, consents and other material that they provide it provides to any all other members of their respective boards the Board of directors Directors or the Bank Board (or committeesas applicable) concurrently as such materials are provided to the other member(s)members. (e) For purposes of this Agreement, “Board Representative” means such person designated by the Investor to be elected or appointed to the Board of Directors and the Bank Board in accordance with all legal and governance requirements regarding service and election or appointment as a director of the Company

Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes Each of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock, the Company shall, (i) subject to applicable Lawthe GSO Purchasers, invite as a person designated group, and (ii) the FNF Purchasers, as a group, shall have the right, exercisable by such Investor and reasonably acceptable delivering written notice to the Board of Directors (eachCompany, an “Observer”) to collectively designate their own non-voting observer to attend any meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof, in each case for so long as such the GSO Purchasers or FNF Purchasers, as applicable, together with their respective Affiliates own at least two times the Qualifying Ownership Interest. Each of the GSO Purchasers and the FNF Purchasers shall have the right to remove and replace their respective non-voting observer at any time and from time to time. The Company shall furnish to each non-voting observer (a) in a nonvoting observer capacitynotices of all Board of Directors and committee meetings (as applicable) no later than, and using the same form of communication as, notice of such Board of Directors and committee meetings are furnished to Directors, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors copies of the Company as well as the Bank Board, and the committees materials with respect to meetings of the Board of Directors and the Bank Board any committees thereof, which are furnished to Directors, no later than such designee is materials are so furnished to such Directors; provided, however, that such representative shall agree to hold in confidence all information so provided on customary terms; and provided, further, that such representative may be appointed. The Company shall cause each Designated Director excluded from access to be elected any material or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of meeting or portion thereof if the Board of Directors or any committee thereof determines in good faith (and, with respect to items (i) and (iii) below, upon advice of counsel) that (i) such exclusion is reasonably necessary in the Bank Boardopinion of counsel to preserve attorney-client privilege, as applicable(ii) there exists, on with respect to any deliberation or board or committee materials, an actual or potential conflict of interest between the Investor Closing Date observer, any Purchaser and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock splitCompany, or other like changes in the Company’s capitalization(iii) such recusal is required by applicable laws (the “Qualifying Ownership Interest”including any federal securities laws). The Company shall be required GSO Purchasers or the FNF Purchasers may elect to recommend suspend their right to its stockholders the election of each Designated Director appoint their respective non-voting observer and receive materials provided to the Board of Directors at the Company’s annual meeting, subject any time and from time to satisfaction time by delivery of all legal and governance requirements regarding service as a director of written notice thereof to the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors The GSO Purchasers and the Bank Board as promptly as possible thereafter. The Board FNF Purchasers may terminate any such suspension by delivery of Directors and the Bank Board shall cause each Designated Director to be appointed written notice of such termination to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee memberCompany. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to serve in such capacity. (d) Subject to Section 3.4(b), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer with copies of all notices, minutes, consents and other material that they provide to any other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(s).

Governance Matters. (a) The Company hereby agrees that, from and after Subject to the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes provisions of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common Stock4.1, the Company shall, will cause three people nominated by the Investor (ithe “Board Representatives”) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable be elected or appointed to the Board of Directors (eachDirectors, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. whom will be designated to a different “Designating Investorclass” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointed, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 50% of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meetingdirectors, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If a Designating Investor no longer has a Qualifying Ownership Interest, such Designating Investor shall have no further rights under Sections 3.4(b), 3.4(c) Company and 3.4(d) and, in each case, at to the written request reasonable approval of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). Two of such Board Representatives shall be appointed as of the Initial Closing Date and one additional Board Representative shall be appointed as of the Bank BoardClosing Date. If, at any time, following the earlier to occur of (x) the Closing and (y) the termination of this Agreement pursuant to Section 5.2, the Investor shall cease to own capital stock of the Company with at least 24% of the voting power of the Company outstanding at such time, the number of people whom the Investor is entitled to designate for election to the Board of Directors shall be reduced as applicablefollows: (i) to two, identified by for so long as the Investor shall own capital stock of the Company with at least 16% (but less than 24%) of the voting power of the Company; (ii) to one, for so long as the Investor shall own capital stock of the Company with at least 8% (but less than 16%) of the voting power of the Company; and (iii) to zero, at any time that the Investor owns no capital stock or capital stock with less than 8% of the voting power of the Company. After such Designating Investorappointments, so long as the Investor is entitled to designate one or more Board Representatives under this Agreement, the Company will be required (i) at any annual meeting at which the term of a Board Representative is scheduled to expire, if the Investor remains entitled to a number of Board Representatives that includes such Designated Director qualifies Board Representative, to serve on recommend to its stockholders the election of such committees Board Representative, subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by director of the Company and to the Nominating reasonable approval of the Governance Committee of the Board of Directors (the “Nominating Committee”) as such approval not to serve on the Board of Directors and the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director of the Company by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees be unreasonably withheld or delayed), to the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director to appoint one of the Board Representatives chosen by the Investor to serve in as Chairman of the Board of Directors. At the option of the Board Representatives, the Board of Directors shall cause one of the Board Representatives to be appointed to each of the Audit, Compensation and Corporate Governance and Nominations Committees of the Board of Directors (or any successor committee thereto), provided that such capacityBoard Representative meets the qualifications for service on such Committees. (db) Subject to Except as otherwise provided in Section 3.4(b4.1(a), the Investor shall have the power to designate each of the Board Representative’s replacement upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Directorany such director, such replacement to meet all applicable independence standards if the Designating Investor who designated director to be replaced met (and was required to meet) such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicablestandards. The Board of Directors of the Company shall will use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person Person. (including c) Each Board Representative, during the time that such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on Board Representative is serving as a member of the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including feesindemnification insurance, indemnification and same indemnification advancement of expenses in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicablein similar capacities, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee committees thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicableDirectors. The Company shall notify each Designated Director and any Observer Board Representative of all regular meetings and special meetings of the Board of Directors or and shall notify the Bank Board and Representative of all regular and special meetings of any committee of the Board of Directors or the Bank Boardof which such Board Representative is a member. The Company and the Bank shall provide each Designated Director and Observer Board Representative with copies of all notices, minutes, consents and other material that they provide materials provided to any all other members of their respective boards the Board of directors (or committees) Directors concurrently as such materials are provided to the other member(smembers. (d) Following the Closing, the Investor shall have the right to, and shall within a reasonable time following the Closing, nominate for consideration by the Board of Directors a Person to serve as chief financial officer of the Company (the “Investor CFO Nominee”) who shall, subject to applicable law and upon approval of the Company’s Governance Committee and Board of Directors, serve as the chief financial officer of the Company. The Company Governance Committee and the Board of Directors shall duly and in a timely manner consider the appointment of the Investor CFO Nominee as the Company’s chief financial officer. If the Investor CFO Nominee is rejected by either the Company Governance Committee or the Board of Directors, the Investor shall have the opportunity to present an alternate nominee within a reasonable time following notification of such rejection until such time that an Investor CFO Nominee is approved for appointment as chief financial officer of the Company. (e) Following the Closing and until such time thereafter as the Investor shall cease to own capital stock of the Company with at least 30% of the voting power of the Company outstanding at such time, the Board of Directors shall not take or commit to take any of the following actions with respect to either the Company or any Company Subsidiary unless the vote authorizing any such action includes the affirmative vote of the Board Representatives: (A) the sale or disposition of (including by way of a series of transactions or by way of merger, consolidation, sale of capital stock, asset sale or similar transaction) all or a material portion of the businesses or assets of the Company and the Company Subsidiaries taken as a whole or any material acquisition by the Company or any Company Subsidiary; (B) any amendment, alteration or repeal of any provision of the Certificate of Incorporation or the Company By- Laws or equivalent constituent documents of the Company Subsidiaries, except as necessary to comply with applicable laws, rules and regulations. (C) declare, authorize, set aside or pay any dividend or distribution on any of the Company’s capital stock or issue, purchase or redeem any of its capital stock (other than in connection with the exercise of terms of existing shares of capital stock or other securities); (D) any material borrowings or financial accommodation (in whatever form, including finance leases) in excess of $5,000,000 and not already in place as of the Closing Date; (E) the approval of the Company’s annual budget (including operating and capital plans), business plan and any related material business policies, and any material amendments and deviations from any of the foregoing resulting from management decisions; (F) the entry into of any contract or agreement which obligates the Company to manage any gaming assets on behalf of an unrelated third party; (G) the appointment of, or the approval of the retention, termination or change (including a change in responsibilities or compensation) of the chief executive officer, chief financial officer, or officers with substantially equivalent responsibilities; (H) any liquidation, bankruptcy, dissolution, recapitalization, reorganization, or assignment to the Company’s creditors, or any similar transaction; (I) increase or decrease in the size of the Board of Directors; (J) the settlement of any material litigation, arbitration, or administrative proceeding if such settlement is for the payment or receipt of an amount greater than or equal to $1,000,000 or imposes any restriction on or requirement for the conduct of business of the Company or any Company Subsidiary; or (K) approve or authorize the entry into any agreement that, if it were in existence on the date of this Agreement, would by virtue of its nature or terms be a Company Significant Agreement.

Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for so long as an Investor and its Affiliates and, for the purposes of this Section 3.4(a), persons who share a common investment advisor with such Investor, beneficially own in the aggregate at least 5% of the Company’s outstanding Common StockAt Closing, the Company shall, (i) subject to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacity, and (ii) provide such Investor such financial and other information and data as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, cause the “Designated Directors”), one Designated Director Board Representative to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing, each Designating Investor shall provide to the Company the name of one Designated Director elected or appointed to the Board of Directors of the Company as well as the Bank Board, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointedDirectors, subject to satisfaction of all legal and governance requirements regarding service as a member director of the Board Company and to the approval of the Company’s Nominating Committee (the “Nominating Committee”) (such approval not to be unreasonably withheld or delayed), as well as to the board of directors of the Bank (the “Bank Board”), subject to satisfaction of all legal and governance requirements regarding service on the Bank Board, as applicable, on the Investor Closing Date and thereafter for as long as such Designating the Investor owns in aggregate with its Affiliates at least 50(x) 4.9% or more of all of the outstanding shares of Common Stock purchased by such Designating or (y) 20% of the amount the Investor pursuant to this Agreement (originally invests at the Closing, in each case whether acquired upon conversion of the Preferred Shares or otherwise and treating each Preferred Share that is not a share of Common Stock as adjusted appropriately from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) if it had converted into Common Stock (the “Qualifying Board Representative Ownership Interest”). The Until such time as the Federal Reserve has approved the Board Representative as a member of the Board of Directors and the Bank Board, the Company and the Bank shall (i) invite and permit the Board Representative to attend and observe (but not vote at) all meetings of the Board of Directors and the Bank Board or any committee thereof, whether in person, by telephone or otherwise as requested by the Board Representative and (ii) concurrently deliver to the Board Representative all notices and any materials delivered to any such board of directors or any committee thereof in connection with a meeting or action to be taken by written consent, including a draft of any material resolutions or actions proposed to be adopted by written consent. So long as the Investor has a Board Representative Ownership Interest, the Company shall be required to recommend to its stockholders shareholders the election of each Designated Director the Board Representative to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the CompanyCompany and the approval of the Nominating Committee (such approval not to be unreasonably withheld or delayed). If a Designating the Investor no longer has a Qualifying the Board Representative Ownership Interest, such Designating the Investor shall have no further rights under Sections 3.4(b), 3.4(c3.3(a) and 3.4(dthrough 3.3(c) and, in each case, at the written request of the Board of Directors, the Investor shall use all commercially reasonable best efforts to cause the Designated Director Board Representative appointed by the Investor to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (cb) Each Designated Director The Board Representative shall, subject to applicable Law, be named by the nominees of the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) as to serve on the Board of Directors and on the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director the Board Representative elected as a director of the Company by the stockholders shareholders of the Company and the Company shall solicit proxies for the Designated Director Board Representative to the same extent as it does for any of its other nominees to the Board of Directors. The Board Representative shall also have the right to be appointed to serve as a member of all committees of the Board of Directors and the Bank Board as such Board Representative desires (ii) obtain all Governmental Consents required for though shall not serve as the Chair of the Board of Directors, the Bank Board or any such committee), it being understood that each Designated Director to serve in such capacitycommittee shall have no fewer than four members including the Board Representative. (dc) Subject to Section 3.4(b3.3(a), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated DirectorBoard Representative, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Directorthe Board Representative, which replacement shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, and shall be reasonably acceptable to the Company or the Bank, as applicable. The Board of Directors of and the Company Bank Board shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of stockholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the stockholders shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (ed) Each Designated Director The Board Representative shall not be paid any compensation or fees (whether payable in cash, equity or any combination thereof) but shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer the Board Representative of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank BoardBoard of which the Board Representative is a member in accordance with the applicable bylaws. The Company and the Bank shall provide each Designated Director and Observer the Board Representative with copies of all notices, minutes, consents and other material that they provide to any all other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(smembers. (e) On or before the Closing, the Company shall, and shall cause the Bank to, enter into a customary Directors & Officers Indemnification Agreement (collectively, the “Indemnification Agreements”) with the Board Representative in form and substance reasonably satisfactory to the Investor. Given that certain Jointly Indemnifiable Claims may arise due to the relationship between the Fund Entities and the Company and Bank and the service of the Board Representative as a Director of the Company and the Bank at the request of the Fund Entities, the Company acknowledges and agrees, and shall cause the Bank to acknowledge and agree, that the Company and the Bank shall be fully and primarily responsible for the indemnification and advancement of expenses of the Board Representative in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of the Indemnification Agreements, irrespective of any right of recovery the Board Representative may have from the Fund Entities or any of their respective Affiliates. Under no circumstances shall the Company or the Bank be entitled to any right of contribution by the Fund Entities or any of their Affiliates and no right of recovery the Board Representative may have from the Fund Entities or any of their respective Affiliates shall reduce or otherwise alter the rights of the Board Representative or the obligations of the Company and the Bank under the Indemnification Agreements. For purposes of this Section 3.3(e)., (i) the term “Fund Entities” shall mean any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity or enterprise (other than the Company, the Bank or any other corporation, limited liability

Governance Matters. (a) The Company hereby agrees that, from and after the Investor Closing Date, for so long as an Investor and its Affiliates andBoard of Directors shall, for and the purposes Company shall cause the Bank of this Section 3.4(athe Cascades (the “Company Bank”), persons who share an Oregon chartered stock bank and a common investment advisor with such Investor, beneficially own in the aggregate at least 5% wholly owned subsidiary of the Company’s outstanding Common Stock, and its board of directors to, appoint one designee of the Company shall, (i) subject Investor to applicable Law, invite a person designated by such Investor and reasonably acceptable to the Board of Directors (each, an “Observer”) to attend meetings each of the Board of Directors and the board of directors of the Bank (the “Bank Board”) (and any committee thereof) in a nonvoting observer capacityCompany Bank, and (ii) provide such Investor such financial and other information and data effective as such Investor may reasonably request, including all information needed to file regulatory reports and to respond to requests by Governmental Entities. If an Investor no longer Beneficially Owns the minimum number of shares of Common Stock as specified in the first sentence of this Section 3.4(a), such Investor shall have no further rights under this Section 3.4(a). (b) The Company shall take all requisite corporate action to appoint two directors (each a “Designated Director” and, collectively, the “Designated Directors”), one Designated Director to be mutually agreed upon by the Company and ▇▇▇▇▇▇▇ Partners, L.P. and the other Designated Director to be mutually agreed upon by the Company and MFP Partners, L.P. (each of ▇▇▇▇▇▇▇ Partners, L.P. and MFP Partners, L.P. a “Designating Investor” and, collectively, the “Designating Investors”). Not less than ten (10) Business Days prior to the Closing. Thereafter, each Designating Investor shall provide to the Company the name of one Designated Director to the Board of Directors of the Company as well for so long as the Bank BoardInvestor, and the committees of the Board of Directors and the Bank Board which such designee is to be appointed. The Company shall cause each Designated Director to be elected or appointedtogether with its Affiliates, subject to satisfaction of all legal and governance requirements regarding service as a member of the Board or the Bank Board, as applicable, on the Investor Closing Date and thereafter as long as such Designating Investor owns in aggregate at least 505% or more of all of the outstanding shares of Common Stock purchased by such Designating Investor pursuant to this Agreement (as adjusted appropriately from time to time for Stock, at any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”). The Company shall be required to recommend to its stockholders the election of each Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director directors of the Company. If a Designating Investor no longer has a Qualifying Ownership InterestCompany or the Company Bank, such Designating the Investor shall have no further rights under Sections 3.4(b), 3.4(c) and 3.4(d) and, in the right to nominate one candidate for election to each case, at the written request of the Board of Directors, shall use all commercially reasonable efforts to cause the Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause each Designated Director to be appointed to the committees of the Board of Directors and the Bank Boardboard of directors of the Company Bank, as applicablea candidate recommended by the Board of Directors, identified by such Designating Investor, so long as such Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (c) Each Designated Director shall, subject to applicable Law, be named by the Company and the Nominating Committee Company Bank shall cause such person (or any substitute or replacement designated or nominated by the Investor) to be recommended by its respective board of directors and to be elected a Director of the Company and of the Company Bank. Any person nominated or designated pursuant to this Section 4.2 shall be an “Investor Nominee”. Notwithstanding anything to the contrary in the Articles of Incorporation, bylaws, or any other policies of the Company, the Company Bank, the Board of Directors or the board of directors of the Company Bank, Investor Nominees shall be elected by plurality of the votes cast by the Common Shares entitled to vote at a meeting at which a quorum is present. (b) Notwithstanding anything to the contrary contained herein, if any Investor Nominee resigns or is unable to continue to serve as a Director of the Company or as a Director of the Company Bank, the Investor may designate a replacement Director and the relevant board of directors shall elect such person a Director; provided, however, that in each case, the Investor remains entitled to nominate and designate Directors pursuant to this Section 4.2 and such action is taken in accordance with this Section 4.2; and provided further, however, that the replacement Director designated pursuant to this Section 4.2(b) must be reasonably acceptable to the remaining members of the Board of Directors (or nominating committee thereof), and, without the “Nominating Committee”consent of the Board of Directors (or nominating committee thereof), shall not include any individual who is an Affiliate of a competitor of the Company. (c) Any Director of the Company may be removed from the Board of Directors or from the board of directors of the Company Bank in accordance with applicable law and the governing documents of the Company or of the Company Bank, as applicable; provided, however, that with respect to a Director nominated or designated pursuant to this Section 4.2, any such removal shall require the prior written consent of the Investor unless such removal is required by applicable law or such Director is no longer qualified to serve as a Director pursuant to applicable SEC or regulatory requirements, or a generally applicable policy of the Board of Directors. (d) Any vacancies on the Board of Directors and on the Bank Board. The Company shall (i) use its reasonable best efforts to have each Designated Director elected as a director board of directors of the Company Bank shall be filled in accordance with the applicable bylaws and, if the vacancy is with respect to a Director originally nominated or designated by the stockholders of the Company and the Company shall solicit proxies for the Designated Director to the same extent as it does for any of its other nominees to Investor, this Section 4.2. (e) The Company, the Board of Directors and (ii) obtain all Governmental Consents required for each Designated Director the board of directors of the Company Bank shall ensure that any Directors nominated or designated pursuant to serve in such capacity. (d) Subject to this Section 3.4(b)4.2 shall enjoy the same rights, upon the deathcapacities, disability, resignation, retirement, disqualification or removal from office of a Designated Director, the Designating Investor who designated such Designated Director shall have the right to designate the replacement for such Designated Director, which replacement shall satisfy all legal entitlements and governance requirements regarding service compensation as a member any other members of the Board of Directors and the Bank Boardboard of directors of Company Bank, as applicable. The Board of Directors . (f) Effective as of the Company shall use its reasonable best efforts (including obtaining all required Governmental Consents) to take all action required to fill next annual meeting of shareholders following the vacancy resulting therefrom with such person (including such persondate of this Agreement, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve number of directors on the Board of Directors, calling a special meeting Directors shall not exceed nine (9). (g) The Company and the Board of stockholders Directors shall not take any action that would result in any amendment to vote on such person, using all reasonable best efforts to have such person elected as director the governing documents of the Company by or the stockholders Company Bank inconsistent with the provisions of this Section 4.2. (h) For so long as the Investor, together with its Affiliates, owns 5% or more of all of the Company and outstanding shares of Common Stock, the Company soliciting proxies shall not amend its governing documents to amend the current mandatory retirement age for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) Each Designated Director shall be entitled to the same compensation, including fees, and same indemnification in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and each Designated Director, including each Designated Director that has not yet been elected or appointed to the Board of Directors and/or the Bank Board, shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify each Designated Director and any Observer of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board. The Company and the Bank shall provide each Designated Director and Observer with copies of all notices, minutes, consents and other material that they provide to any other members of their respective boards of directors (or committees) concurrently as such materials are provided to the other member(s).