Common use of Governance Matters Clause in Contracts

Governance Matters. (a) The Company and the Board of Directors shall, and the Company shall cause the Bank of the Cascades (the “Company Bank”), an Oregon chartered stock bank and a wholly owned subsidiary of the Company, and its board of directors to, appoint one designee of the Investor to each of the Board of Directors and the board of directors of the Company Bank, effective as of the Closing. Thereafter, for so long as the Investor, together with its 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), 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.” 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.

Governance Matters. (a) The Company and the Board of Directors shall, and the Company shall cause the Sun National Bank of the Cascades (the “"Company Bank”"), an Oregon chartered stock a national bank and a wholly owned subsidiary of the Company, and its board of directors to, appoint one designee of the Investor to 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 at least 57.5% 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 Second Closing DateDate 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 's use of reasonable best efforts to have such person elected as a Director of the Board of Directors by the Company’s '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".” 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.

Governance Matters. (a) The Company and the Board of Directors shall, and the Company shall cause the Bank of the Cascades (the “Company Bank”), an Oregon chartered stock bank and a wholly owned subsidiary of the Company, and its board of directors to, appoint one designee of the Investor to each of the Board of Directors and the board of directors of the Company Bank, effective as of the Closing. Thereafter, for For so long as the Investor, together with its his 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), 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 Bank of the Cascades (the “Company Bank”), an 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 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.

Governance Matters. (a) The Company, the Company and Bank, the Board of Directors shall, and the Company shall cause the Bank of the Cascades (the “Company Bank”), an Oregon chartered stock bank and a wholly owned subsidiary of the Company, and its board of directors to, of the Company Bank shall appoint one designee of the Investor to each of the Board of Directors and the board of directors of the Company Bank, effective as of the Closing. Such designee will be appointed to the class of directors of the Board of Directors with the longest remaining term. Thereafter, for so long as the Investor, together with its Affiliates, owns in the aggregate 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)a Qualifying Interest, at any election of directors of the Company or the Company BankBank occurring upon the expiration of the term of the class of directors in which the Investor Nominee was then serving, 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 stockholders 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.” Notwithstanding anything to If the contrary in the Articles of IncorporationInvestor, bylawstogether with its Affiliates, or any other policies of the Companyno longer collectively owns a Qualifying Interest, the Company BankInvestor shall have no further rights under Section 4.2(a), (b) and (c) and, at the written request of the Board of Directors or the board of directors of the Company Bank, shall use its reasonable best efforts to cause the Investor Nominee shall be elected by plurality to resign from the Board of Directors and the board of directors 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 (Company Bank as defined in the Articles of Incorporation) shall designate the Investor Nominee and each director designee of the Other Investors soon as a Continuing Director, in each case before such individual's initial election as a Director of the Companypossible thereafter.

Governance Matters. (a1) Purchaser may, within sixty days of the Closing Date, nominate one employee of Stone Point Capital LLC (or any of its subsidiaries or affiliates) to be appointed to the Board of Directors. The Company and shall promptly cause such nominee (such nominee or any successor nominee selected by Purchaser, the “Board Representative”) to be appointed to the Board of Directors shall, as a “Class II” director and the Company shall cause the Bank of the Cascades (the “Company Bank”), an Oregon chartered stock bank and a wholly owned subsidiary of the Company, and its board of directors to, appoint one designee of the Investor to each of the Board of Directors and the board of directors of TriState Capital Bank as a Class “II” director (the “Bank Board of Directors”); provided that such Board Representative must be (i) reasonably acceptable to the Company Bankand (ii) satisfy any applicable corporate governance requirements under SEC rules and regulations, effective the Nasdaq Exchange Listing Rules or similar authority as determined in the Company’s reasonable discretion; provided, further, that, in the case of clauses (i) and (ii), the Board Representative shall not be required to be “independent” under any such regulations or governance requirements. Following the expiration of the Closing. ThereafterBoard Representative’s initial term, for so long as the Investor, Purchaser together with its Affiliates, owns Affiliates Beneficially Owns in the aggregate at least 54.5% or more of all of the outstanding shares of Common Stock (counting including as outstanding for such purposes all this purpose any shares of Common Stock into issuable to any person upon conversion of the Series C Preferred Stock and shares of Common Stock issuable upon exercise of the Warrants, whether or not then convertible or exercisable by such person, and as adjusted from time to time for which any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in the securities Company’s capitalization), the Company will be required to (A) include the Board Representative in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Board Representative to the Board of Directors at the Company’s annual meeting, (B) use reasonable best efforts to have the Board Representative elected as a director 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 shall solicit proxies for each such person to the Closing Date), at same extent as it does for any election of directors of the Company or the Company Bank, the Investor shall have the right its other nominees to nominate one candidate for election to each of the Board of Directors and (C) assuming the board of directors Board Representative is duly elected by the shareholders of the Company, the Company Bank, shall and shall cause TriState Capital Bank to take such action as a candidate recommended by may be necessary to appoint the Board Representative to the Bank Board of Directors, and . In the Company and event that the Company Bank shall cause such person (or any substitute or replacement designated or nominated by the Investor) Board Representative is not elected 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 shareholders, the Company shall, to the same extent it does for any other nominees permitted by the Company Articles and Company Bylaws, increase the size of its the Board of Directors. Any person nominated or designated pursuant , and cause TriState Capital Bank to this Section 4.2 shall be an “Investor Nominee.” Notwithstanding anything to increase the contrary in Bank Board of Directors, by one and fill the Articles of Incorporation, bylaws, or any other policies of the Company, the Company Bank, resulting vacancies with 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 CompanyRepresentative.

Governance Matters. (a) The Following the Closing and upon the written request of a Qualifying Purchaser, the Company and will promptly cause one representative of each Qualifying Purchaser (the "Board Representatives") to be elected or appointed to the board of directors of the Company (the "Board of Directors shall, and the Company shall cause the Bank of the Cascades (the “Company Bank”Directors"), an Oregon chartered stock bank subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a wholly owned subsidiary director of the Company, and its board of directors to, appoint one designee of the Investor to each of the Board of Directors and the board of directors of the Company Bank (the "Bank Board"), subject to all legal and regulatory requirements regarding service and election or appointment as a director of the Bank, effective as of the Closing. Thereafterin each case, for with respect to each Qualifying Purchaser, so long as the Investorsuch Qualifying Purchaser, together with its Affiliates, owns at least 5either in the aggregate 50% or more of all of the outstanding shares purchased Shares by such Qualifying Purchaser and its Affiliates under this Agreement or, in the aggregate, 5.0% or more of the Common Stock then outstanding (counting for provided that, in making such purposes calculation, (i) all shares of Common Stock into or for which the shares of any securities of the Company owned by the Investor Purchaser are directly or indirectly convertible or exercisable (which, for the avoidance of doubt, shall include those shares of Common Stock and excluding as Non-Voting Common Stock issuable upon the conversion of shares of Series C Preferred Stock), shall be included in the numerator, (ii) the shares described in clause (i) and all such shares owned by or attributed to other Purchasers shall be included in the denominator, and shares outstanding (iii) all Common Shares securities issued by the Company after the Closing Date), at any election of directors of Date other than in connection with an issuance in which the Company or the Company Bank, the Investor shall have Purchaser was offered the right to nominate one candidate for 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, together with its respective Affiliates, has a Minimum Ownership Interest, the Company will recommend to its shareholders the election of the Board Representatives to each the Board of Directors at a special meeting of the Company's shareholders or the annual meeting of shareholders, as applicable, subject to satisfaction of all legal and regulatory requirements regarding service and election or appointment as a director of the Company. If a Qualifying Purchaser no longer has a Minimum Ownership Interest, such Qualifying Purchaser will have no further rights under Sections 4.18(a) through 4.18(b) and, at the written request of the Board of Directors, shall use commercially reasonable efforts to cause its Board Representative to resign from the Board of Directors and the board of directors of the Company Bank, Bank Board 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 promptly 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 Nomineepossible thereafter.” 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.

Governance Matters. (a) The Company From and after the Closing Date, subject to the provisions of the Company’s certificate of incorporation, the Board of Directors shallshall 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 (other than the Company and the Company Subsidiaries) shall cause nominate no more than one director. From and after the Bank 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 Cascades 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 “Company BankBoard Representatives”), ; provided that any person designated by the Investor as its Board Representative shall not be disqualified from serving as an Oregon chartered stock bank and a wholly owned subsidiary independent director under Item (b) of Section 303A.02 of the Company, and its board of directors to, appoint one designee Listed Company Manual of the Investor to 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 and the board of directors of the Company Bank, effective shall include at least one Board Representative as of the Closing. Thereafter, for so long as designated by the Investor, together with its Affiliatessubject to the requirements of applicable law and stock exchange rules and regulations. The Seller and the Company will cause such Board Representatives to be elected or appointed, owns at least 5% or more 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 director of the outstanding shares Company, to the Board of Common Stock (counting for such purposes all shares of Common Stock into or for which the securities Directors and to each committee of the Board of Directors. The Company owned by and the Investor are directly or indirectly convertible or exercisable Seller shall also consult in good faith with the Investor, and excluding as shares owned and shares outstanding all Common Shares issued by the Company after the Closing Date), 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 participate (including in any interviews), in the selection of the other independent directors that will serve on the Board of Directors and the board of directors as 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 closing 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 NomineeQualified IPO.” 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.

Governance Matters. (a) The As of the Closing Date, the Investors, together with their Affiliates, shall be entitled, in their capacity as holders of record of 9.9% of the Company’s currently issued and outstanding Common Stock, to nominate and cause the Company and to appoint one individual to the Board of Directors shall, and the Company shall cause the Bank of the Cascades to serve as a director (the a “Company BankBoard Representative”), an Oregon chartered stock bank subject to satisfaction of all legal and governance requirements regarding service as a wholly owned subsidiary director of the Company, and its board of directors to, appoint one designee of the Investor which Board Representative is reasonably acceptable to each of the Board of Directors and the board of directors of the Company Bank, effective as of the Closing. Thereafter, for so long as the Investor, together with its 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), 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 which Board Representative the Company and will be required to recommend to its stockholders for election to 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 Board of directors and to be elected a Director of the Company and of the Company Bank, including Directors at the Company’s use stockholder meetings. If such director ceases to be a director prior to the issuance of reasonable best efforts to have such person elected Series B Preferred Stock, but while the Investors and their respective Affiliates, as a Director whole, 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 capacity, to nominate and cause the Company to appoint a replacement for such director. At any time prior to the Exchange Date, if the Investors’ nomination and appointment of two individuals to the Board of Directors would not result in a violation of applicable rules and regulations promulgated by the New York Stock Exchange, the Investors shall be entitled to nominate and appoint two individuals to the Board of Directors. As of the Closing Date, the Investors, together with their Affiliates, shall also be entitled to appoint two observers to the Board of Directors (the “Board Observers”), which Board Observers are reasonably acceptable to the Board of Directors. The Board Observers shall be entitled to participate fully in all meetings of the Board of Directors by Directors, but shall not have the Company’s shareholders authority to vote thereat. At any time that the Investors, together with their Affiliates, have a right to nominate one or more Board Representatives, Txxxxx X. Xxx Equity Fund VI, L.P. (“THL VI”) shall have the right to select the individual or individuals who the Investors will nominate to be at least one of such Board Representatives so long as THL VI 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.” Notwithstanding anything to the contrary Affiliates beneficially own in the Articles of Incorporationaggregate Securities representing, bylawsdirectly or indirectly, or any other policies an Initial Cost that is not less than 10% of the Company, the Company Bank, the Board of Directors or the board of directors aggregate Initial Cost of the Company Bank, Securities acquired by THL VI and its Affiliates at 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 CompanyClosing.