Common use of Repurchase Clause in Contracts

Repurchase. (a) Subject to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), At any time after the occurrence of a Repurchase Event (as defined below) (i) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Option Repurchase Price") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the "Marketmarket/Tender Offer Price" for shares of RCSB Common Stock offer price (as defined as below) exceeds (B) the higher sum of (x) the Option Price, multiplied by the number of shares for which this Option may then be exercised, and (y) if applicable, the amount paid by Issuer to Grantee pursuant to Section 8.03 of the Merger Agreement; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to an agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or business operations, the sum of the net price paid in such sale for such assets or business operations and (B) the exercise price current market value of the remaining assets or business operations of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. (a) Subject to Section 11(i), at the request of COFI Seller at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB Buyer (or any successor entity thereof) shall repurchase the Option from COFI Seller together with all (but not less than all, subject to Section 10) shares of RCSB Buyer Common Stock purchased by COFI Seller pursuant thereto with respect to which COFI Seller then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI Seller for any shares of RCSB Buyer Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares share of RCSB Buyer Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Buyer Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Buyer Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI Seller gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Buyer Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Seller for any shares of RCSB Buyer Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iv) Seller's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees. (b) In the event COFI Seller exercises its rights under this Section 7, RCSB Buyer shall, within ten business days thereafter, pay the required amount to COFI Seller by wire transfer of immediately available funds to an account designated by COFI Seller and COFI Seller shall surrender to RCSB Buyer the Option and the certificates evidencing the shares of RCSB Buyer Common Stock purchased thereunder with respect to which COFI Seller then has Beneficial Ownership, and COFI Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI Seller and reasonably acceptable to RCSBBuyer.

Repurchase. (a) Subject On the terms and subject to Section 11(i)the conditions set forth in this Agreement, at the request of COFI at any time commencing upon Closing (as defined below), the occurrence of a Purchase Event Seller agrees to transfer, assign, sell, convey and ending 13 months immediately thereafter deliver to the Company the Repurchase Shares. The per share purchase price for each Repurchase Share shall be $3,162.50 (the "Repurchase Period"“Per Share Purchase Price”), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject . The Company hereby agrees to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of purchase the Repurchase Period which precedes Shares from the date COFI gives notice of Seller at the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Per Share Purchase Price and in an aggregate amount of $21,824,412.50 (the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price“Purchase Price”). (b) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place by conference call at 9:00 a.m. eastern time on October 10, 2023, or on such other date and time as the parties agree in writing. In accordance with the event COFI exercises its rights under this Section 7wire instructions set forth on Exhibit A hereto and completed IRS Form W-9 previously provided by the Seller to the Company, RCSB shall, within ten business days thereafter, pay payment for the required amount to COFI Repurchase Shares shall be made by wire transfer of immediately available funds to the account specified by the Seller on Exhibit A in an account designated by COFI and COFI shall surrender amount equal to RCSB the Option and Purchase Price. Transfer taxes payable in connection with the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership sale of such certificates and that Repurchase Shares, if any, shall be paid by the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverSeller. (c) In determining the Market/Tender Offer PriceBy executing this Agreement, the value Seller hereby instructs and directs the Company, and the officers thereof, to, at the Closing, reflect the transfer, assignment, sale, conveyance and delivery of the Repurchase Shares and the simultaneous retirement of the Repurchase Shares by the Company in connection therewith, in all cases contemplated by, and in accordance with, this Agreement. At the Closing (i) in accordance with the preceding sentence, Seller shall take any consideration other than cash and all additional action necessary to cause the Repurchase Shares to be transferred, assigned, sold, conveyed and delivered to the Company, (ii) the Company shall be determined by an independent nationally recognized investment banking firm selected by COFI take any and reasonably acceptable all action necessary such that, upon consummation of the Repurchase, the Repurchase Shares shall assume the status of authorized and unissued shares of Common Stock, and (iii) the Company shall pay to RCSBSeller the Purchase Price.

Repurchase. (a) Subject to Section 11(i), At any time after the occurrence of a Repurchase Event ---------- (as defined below) (i) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Option Repurchase Price") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Market/Tender Offer Price" for shares Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of RCSB Common Stock (defined the Option Shares from the Owner as the higher Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (xi) the highest price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to an agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and (B) the exercise price current market value of the remaining net assets of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. (a) Subject to Section 11(i), At any time after the occurrence of a Repurchase Event (as defined below) (i) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Option Repurchase Price") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Market/Tender Offer Price" for shares Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of RCSB Common Stock (defined the Option Shares from the Owner as the higher Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (xi) the highest price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to an agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and (B) the exercise price current market value of the remaining net assets of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (aas defined therein) Subject to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase PeriodEvent"), RCSB (or any successor entity thereof) the Company shall repurchase have the Option from COFI together with all right (but not less than all, subject to Section 10the obligation) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase PriceOption"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares (whether vested or unvested and whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) equal pursuant to the sum of:terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price paid by COFI payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of RCSB Common Restricted Stock acquired pursuant held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the Option;nearest whole share). (ii) The difference between closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of (A) a cashier's check or wire transfer of funds, (B) subordinated note or notes payable in up to four equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "Market/Tender Offer Priceapplicable Federal rate" for shares (as defined in Section 1274(d) of RCSB Common Stock (defined as the higher of (xInternal Revenue Code) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock in effect from time to time, or (yC) the highest closing mean a combination of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7both (A) and (B) ), in the exercise aggregate amount of the repurchase price as determined for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 2 hereof 13.5 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at such time, an equity owner of or partner in the Medical Group), such offset amount to be allocated pro rata among all of the Stockholders who at such time hold equity of or are partners in the Medical Group. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be subject to adjustment as provided in Section 6)the restrictive covenants, multiplied by the number of shares of RCSB Common Stock with respect if any, to which the Option has not been exercisedCompany is subject at the time of such repurchase. The Company shall be entitled to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, but only if authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the Market/Tender Offer Price is greater than absence of any liens, pledges, and other encumbrances on such exercise price; andRestricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant Notwithstanding anything to the exercise contrary contained in this Agreement, all repurchases of the Option, multiplied Restricted Shares by the number Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of shares so purchasedincorporation, but only if any financing agreement to which the Market/Tender Offer Price Company is greater than a party, Federal law or the Delaware General Corporation Law. If any such exercise pricerestrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (biv) In the event COFI exercises its rights under that any Restricted Shares are repurchased pursuant to this Section 73(b), RCSB such Stockholder and his or her successors and assigns shall, within ten business days thereafterat the Company's expense, pay the take all reasonable steps to obtain all required amount third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership facilitate consummation of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverrepurchase in a timely manner. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), at the request of COFI Buyer at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Repur- chase Period"), RCSB Seller (or any successor entity thereof) shall repurchase the Option from COFI Buyer together with all (but not less than all, subject to Section 10) shares of RCSB Seller Common Stock purchased by COFI Buyer pursuant thereto with respect to which COFI Buyer then has Beneficial Ownership, at a price (per share, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Seller Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Seller Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Seller Common Stock reported by the NasdaqNASDAQ, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI Buyer gives notice of the required repurchase re- purchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment ad- justment as provided in Section 6), multiplied by the number num- ber of shares of RCSB Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/ Tender Offer Price is greater than such exercise price; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by Buyer for any shares of Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so pur- chased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iiiiv) The difference between Buyer's reasonable out-of-pocket expenses in- curred in connection with the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied transactions contemplated by the number of shares so purchasedMerger Agreement, but only if the Market/Tender Offer Price is greater than such exercise priceincluding, without limitation, le- gal, accounting and investment banking fees. (b) In the event COFI Buyer exercises its rights under this Section 7, RCSB Seller shall, within ten 10 business days thereafterthere- after, pay the required amount to COFI Buyer by wire transfer of immediately im- mediately available funds to an account designated by COFI Buyer and COFI Buyer shall surrender to RCSB Seller the Option and the certificates evidencing the shares of RCSB Seller Common Stock purchased thereunder thereun- der with respect to which COFI Buyer then has Beneficial Ownership, and COFI Buyer shall warrant that it has sole record and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined deter- mined by an independent nationally recognized investment banking bank- ing firm selected by COFI Buyer and reasonably acceptable to RCSBSeller.

Repurchase. (a) Subject to Section 11(i), At any time after the occurrence of a Repurchase ---------- Event (as defined below) (i) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Option Repurchase Price") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Market/Tender Offer Price" for shares Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of RCSB Common Stock (defined the Option Shares from the Owner as the higher Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (xi) the highest price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to an agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and (B) the exercise price current market value of the remaining net assets of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. (a) Subject to Section 11(i)If, during the Option Exercise Period, a notice of exercise has been given but the related Closing has not occurred, at the request option of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter Company exercised by written notice delivered to Parent not less than two Business Days prior to date scheduled for such Closing during the period from the Notice Date to the Closing Date (the "Repurchase Period"), RCSB (or any successor entity thereof) the Company shall repurchase the Option in its entirety from COFI Parent together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock Option Shares previously purchased by COFI Parent pursuant thereto with respect to which COFI Parent then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares In the case of RCSB Common Stock acquired pursuant Options as to which Option Shares have not been issued, the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Company Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made and not withdrawn for shares of RCSB Company Common Stock during the Option Exercise Period or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Company Common Stock as reported by the Nasdaq, the automated quotation system of the NASDAQ National Association of Securities Dealers, Inc., Market for any day within that portion of the Repurchase Period which precedes the date COFI the Company gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock Option Shares with respect to which the Option has not been exercisedexercised or has been exercised but the related Closing has not occurred, but only if the such Market/Tender Offer Price is greater than such exercise price; and (iiiii) The difference between In the case of Option Shares, the greater of the Market/Tender Offer Price and the exercise price Purchase Price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the Option Shares acquired upon exercise of the Option, multiplied by the number of shares Option Shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise priceacquired. (b) In the event COFI the Company exercises its rights under this Section 7, RCSB the Company shall, within ten three business days thereafter, pay the required amount to COFI Parent by wire transfer of immediately available funds to an account designated by COFI Parent, and COFI Parent shall surrender to RCSB the Company the Option and the certificates evidencing the shares of RCSB Common Stock purchased any Option Shares acquired thereunder with respect to which COFI Parent then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm mutually selected by COFI Parent and reasonably acceptable to RCSBthe Company.

Repurchase. (a) Subject to Section 11(iAt the Closing (as defined below), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares the satisfaction of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal conditions and to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" Company, and the "ask" price per share of RCSB Common Stock reported by the NasdaqCompany hereby purchases from such Seller, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to which the Option has not been exercisedclosing sale price or, but only if no closing sale price is reported, the Market/Tender Offer Price is greater than such exercise last reported sale price; and (iii) The difference between , of the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB the Common Stock purchased pursuant to on the exercise of NYSE on March 10, 2017 (the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price“Per Share Purchase Price”). (b) In The obligations of the event COFI exercises its rights Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 71(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, RCSB shall▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, within ten business days thereafter▇▇▇ ▇▇▇▇, pay ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the required amount Company and the Sellers. At the Closing, the Company agrees to COFI deliver to each of the Sellers, by wire transfer of immediately available funds funds, to an account designated in writing by COFI and COFI shall surrender each Seller, an amount equal to RCSB the Option and product of the certificates evidencing Per Share Purchase Price multiplied by the shares aggregate number of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership Repurchase Shares of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining respective Seller as set forth on the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.attached Schedule A.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI Cardinal, at any time commencing upon from and after the occurrence of a Purchase Event and ending 13 months 180 days immediately thereafter (the "Cardinal Repurchase Period"), RCSB Bergen (or any successor entity thereof) shall repurchase the Option from COFI Cardinal together with all (but not less than all, subject to Section 10) shares of RCSB Bergen Common Stock purchased by COFI Cardinal pursuant thereto with respect to which COFI Cardinal then has Beneficial Ownership, at a price (when calculated on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Bergen Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Bergen Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Bergen Common Stock as reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., NYSE Composite Tape for any day within that portion of the Cardinal Repurchase Period which precedes the date COFI Cardinal gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Bergen Common Stock with respect to which the Option has not been exercised, but only if the such Market/Tender Offer Price is greater than such exercise price; (ii) The exercise price paid by Cardinal for any shares of Bergen Common Stock acquired pursuant to the Option; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Cardinal for any shares of RCSB Bergen Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the such Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI Cardinal exercises its rights under this Section 7, RCSB Bergen shall, within ten 10 business days thereafter, pay the required amount to COFI Cardinal by wire transfer of immediately available funds to an account designated by COFI Cardinal and COFI Cardinal shall surrender to RCSB Bergen the Option and the certificates evidencing the shares of RCSB Bergen Common Stock purchased thereunder with respect to which COFI Cardinal then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSBCardinal.

Repurchase. (a) Subject to the giving of any notices and the receipt of any approvals as contemplated by Section 11(i), at the request of COFI Buyer at any time commencing upon the first occurrence of a Purchase Event described in Section 3(b) hereof and ending 13 12 months immediately thereafter but not later than the termination of the Option pursuant to Section 3(a) hereof (the "Repurchase Period"), RCSB Seller (or any successor entity thereof) shall repurchase the Option from COFI Buyer together with all (but not less than all, subject to Section 10) shares of RCSB Seller Common Stock purchased by COFI Buyer pursuant thereto hereto with respect to which COFI Buyer then has Beneficial Ownership, at a an aggregate price (per share, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Seller Common Stock (defined as the higher of (x) of the highest price per share at which a tender or exchange offer has been made for shares of RCSB Seller Common Stock or (y) the highest closing mean of the "bid" and the "ask" sales price per share of RCSB Seller Common Stock reported by the NasdaqNasdaq National Market, the automated quotation system of the National Association of Securities Dealers, Inc., in each case for any day within that portion of the Repurchase Period which that precedes the date COFI Buyer gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI Buyer exercises its rights under this Section 7, RCSB Seller shall, within ten 10 business days thereafter, pay the required amount to COFI Buyer by wire transfer of immediately available funds to an account designated by COFI Buyer and COFI Buyer shall surrender to RCSB Seller the Option and the certificates evidencing the shares of RCSB Seller Common Stock purchased thereunder with respect to which COFI Buyer then has Beneficial Ownership, and COFI Buyer shall warrant that it has sole record and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI Buyer and reasonably acceptable to RCSBSeller.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of COFI at any time commencing upon its right, title, and interest in and to the occurrence applicable Sale Number (as defined below) of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (the “Repurchase Shares”) at each Closing (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing below). The “Sale Number” shall mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases (that is, from shareholders other than Seller) (such shares purchased in the open market are referred to which as the Option “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from the date of this Agreement through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be the date (i) the Company has not been exercisedpaid an aggregate of $24,900,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases or (ii) any such earlier date as may be agreed to by the parties hereto upon 15 days mutual notice; provided, but however, that any such agreement shall be reached only if during an open trading window under the Market/Tender Offer Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time. No Determination Date shall occur prior to October 1, 2019 (and any Determination Date that would otherwise occur prior to such date shall be delayed to October 1, 2019). The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is greater than such exercise price; and (iii) The difference between the Market/Tender Offer “Aggregate Purchase Price”). On or prior to each Determination Date, the Company shall notify the Seller, in writing, of the applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the exercise price paid by COFI for any shares applicable Aggregate Purchase Price, together with related calculations (including details of RCSB Common Stock purchased pursuant the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the exercise satisfaction of the Optionconditions and to the terms set forth in paragraph 1(b), multiplied by Seller agrees to transfer, assign, sell, convey and deliver the number applicable Sale Number of shares so purchasedRepurchase Shares to the Company, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing Company hereby agrees to purchase such Repurchase Shares from Seller at the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, applicable Weighted Average Per Share Purchase Price. The Company and COFI the Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverexecute a cross-receipt in mutually agreeable form at each Closing. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to the giving of any notices and the receipt of any approvals as contemplated by Section 11(i), at the request of COFI Buyer at any time commencing upon the first occurrence of a Purchase Event described in Section 3(b) hereof and ending 13 months immediately thereafter but not later than the termination of the Option pursuant to Section 3(a) hereof (the "Repurchase Period"), RCSB Seller (or any successor entity thereof) shall repurchase the Option from COFI Buyer together with all (but not less than all, subject to Section 10) shares of RCSB Seller Common Stock purchased by COFI Buyer pursuant thereto to the exercise of the Option with respect to which COFI Buyer then has Beneficial Ownership, at a price (per share, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock acquired pursuant to exercise of the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Seller Common Stock (defined as the higher greatest of: (w) of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Seller Common Stock, (x) the price per share of Seller Common Stock paid or to be paid by any third party pursuant to an agreement with Seller (whether by way of a merger, consolidation or otherwise), (y) the highest closing mean of the "bid" and the "ask" prices per share of Seller Common Stock reported in the over-the-counter market or (z) in the event of a sale of all or substantially all of Seller's or any Seller Subsidiary's assets, the sum of the price per share of RCSB Common Stock reported by paid in such sale for such assets and the Nasdaq, the automated quotation system current fair market value per share of the National Association remaining assets of Securities DealersSeller as determined by an investment banking firm selected by Buyer and reasonably acceptable to Seller, Inc., in each case for any day within that portion of the Repurchase Period which precedes the date COFI Buyer gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI Buyer exercises its rights under this Section 7, RCSB Seller shall, within ten 10 business days thereafter, pay the required amount to COFI Buyer by wire transfer of immediately available funds to an account designated by COFI Buyer and COFI Buyer shall surrender to RCSB Seller the Option and the certificates evidencing the shares of RCSB Seller Common Stock purchased thereunder with respect to which COFI Buyer then has Beneficial Ownership, and COFI Buyer shall warrant that it has sole record and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI Buyer and reasonably acceptable to RCSBSeller.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI Company Parent made in accordance with this Section 7 at any time commencing upon immediately following the occurrence of a Purchase Repurchase Event (as defined below) and ending 13 months immediately thereafter on the six (the 6) month anniversary thereof ("Repurchase Period"), RCSB (or any successor entity thereof) Newco Parent shall repurchase the Option from COFI Company Parent together with all (but not less than all, subject to Section 10) any shares of RCSB Newco Parent Common Stock purchased by COFI Company Parent pursuant thereto with respect to which COFI then has Beneficial Ownership(the "Repurchase Right") thereto, at a price (per share, the "Per share Repurchase Price") equal to the sum of:of (which sum shall be referred to as the "Option Repurchase Price"): (i) The exercise price paid by COFI Company Parent for any shares of RCSB Newco Parent Common Stock acquired pursuant to the OptionOption (the "Option Shares"); (ii) The difference between (A) the "Marketmarket/Tender Offer Pricetender offer" price for shares of RCSB Newco Parent Common Stock (defined as the higher highest of (xa)(x) the highest price per share at which paid in any transaction referred to as a Final Purchase Event in clause (ii) of subsection (c) of Section 3, (y) the highest price per share paid in a tender or exchange offer has been made that resulted in a Final Purchase Event as referred to in clause (i) of subsection (c) of Section 3, or (z) the highest reported closing price for shares of RCSB Newco Parent Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes preceding the date COFI Company Parent gives notice of the required repurchase under this Section 7) , and (Bb) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)hereof, multiplied by the number of shares of RCSB Newco Parent Common Stock with respect to which the Option has not been exercised, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and (iii) The difference between the Marketmarket/Tender Offer Price tender offer price (as defined in Section 7(a)(ii) hereof) and the exercise price paid by COFI Company Parent for any shares of RCSB Common Stock Option Shares purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and (iv) Company Parent's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees; provided that these expenses shall not be paid under the terms of this Section 7(a)(iv) to the extent that they are reimbursed to Company Parent under the terms of Section 6.2 of the Reorganization Agreement. (b) In Company Parent shall exercise its Repurchase Right by delivering to Newco Parent written notice (a "Repurchase Notice") stating that Company Parent elects to require Newco Parent to repurchase all or a portion of the event COFI exercises its rights under this Section 7Option and/or the Option Shares as specified therein. The closing of the Repurchase Right (the "Repurchase Closing") shall take place at the place, RCSB shalltime and date specified in the Repurchase Notice, within ten business which date shall not be less than seven days thereafternor more than fifteen days from the date on which the Repurchase Note is delivered. At the Repurchase Closing, (i) Newco Parent shall pay to Company Parent the required amount Option Repurchase Price for the portion of the Option and/or the Option Shares to COFI be repurchased, as the case may be, by wire transfer of immediately available funds to an account designated specified by COFI Company Parent at least 24 hours prior to the Repurchase Closing, and COFI shall surrender to RCSB (ii) if the Option is repurchased only in part, Newco Parent and Company Parent shall execute and deliver an amendment to this Agreement reflecting the certificates evidencing Option Shares or Option for which the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverOption is not being repurchased. (c) In determining To the Market/Tender Offer Priceextent that Newco Parent is prohibited under applicable Law from repurchasing the portion of the Option or Option Shares designated in such Repurchase Notice, Newco Parent shall immediately so notify Company Parent and thereafter deliver, from time to time, to Company Parent the portion of the Option Repurchase Price that it is no longer prohibited from delivering, within seven days after the date on which Newco Parent is no longer so prohibited; provided, however, that if Newco Parent at any time after delivery of a Repurchase Notice is prohibited under applicable Law from delivering to Company Parent the full amount of the Option Repurchase Price for the Option or Option Shares to be repurchased, respectively, Company Parent may rescind the exercise of the Repurchase Right, whether in whole, in part or to the extent of the prohibition, and, to the extent rescinded, no part of the amounts, terms or the rights with respect to the Option or Repurchase Right shall be changed or affected as if such Repurchase Right were not exercised. Newco Parent shall use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices to permit Company Parent to exercise its Repurchase Right and shall use its reasonable best efforts to avoid or cause to be rescinded or rendered inapplicable any prohibition on Newco Parent's repurchase of the Option or the Option Shares. (d) As used herein, a "Repurchase Event" shall mean any of the transactions described in clauses (i) or (ii) of Section 3(c) herein except, for this purpose, the value of any consideration other than cash percentages therein shall be determined 51% and, for purposes of clause (ii) of Section 3(c), the payment required by an independent nationally recognized investment banking firm selected by COFI this Section 7 shall be due and reasonably acceptable to RCSBpayable only upon consummation of the events described in clause (ii) of Section 3(c) of this Agreement.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of COFI at any time commencing upon its right, title, and interest in and to the occurrence applicable Sale Number (as defined below) of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (the “Repurchase Shares”) at each Closing (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing below). The “Sale Number” shall mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases or privately negotiated transactions from shareholders other than Seller (such shares are referred to which as the Option “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from April 1, 2024 through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has not been exercisedpaid, commencing April 1, 2024, an aggregate of $37,500,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases or privately negotiated transactions, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) June 28, 2024 but (in the case of this clause (iii)) only if the Market/Tender Offer Determination Date contemplated by clause (i) has not occurred prior to June 28, 2024. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is greater the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such exercise price; and Determination Date), the Company shall notify the Seller, in writing (iii) The difference between email being sufficient), of the Market/Tender Offer applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the exercise price paid by COFI for any shares applicable Aggregate Purchase Price, together with related calculations (including details of RCSB Common Stock purchased pursuant the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the exercise satisfaction of the Optionconditions and to the terms set forth in paragraph 1(b), multiplied by Seller agrees to transfer, assign, sell, convey and deliver the number applicable Sale Number of shares so purchasedRepurchase Shares to the Company, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing Company hereby agrees to purchase such Repurchase Shares from Seller at the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, applicable Weighted Average Per Share Purchase Price. The Company and COFI the Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverexecute a cross-receipt in mutually agreeable form at each Closing. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject Immediately prior to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"Event" (as defined in Section 7(d)), RCSB (i) following a request of the Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Option Repurchase Price") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under in this Section 77(a)) and exceeds (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)Option Price, multiplied by the number of shares for which this Option may then be exercised, and (ii) at the request of RCSB Common Stock with respect the owner of Option Shares from time to which time (the "Owner"), delivered within 90 days of the occurrence of such Repurchase Event (or such later period as provided in Section 10), Issuer shall repurchase such number of the Option has not been exercised, but only if Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares Option Shares so purchased, but only if the designated. The term "Market/Tender Offer Price is greater than such exercise price. Price" shall mean the highest of (bi) In the price per share of Common Stock at which a tender offer or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the 90-day period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event COFI exercises its rights under this Section 7of a sale of all or a substantial portion of Issuer's assets, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer sum of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option price paid in such sale for such assets and the certificates evidencing current market value of the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to the Issuer, divided by the number of shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of Issuer outstanding at the time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBthe Issuer.

Repurchase. (a) Subject to Section 11(i), At any time after the occurrence of a Repurchase ---------- Event (as defined below) (i) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Repurchase PriceOPTION REPURCHASE PRICE") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Market/Tender Offer Price" for shares OWNER"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of RCSB Common Stock (defined the Option Shares from the Owner as the higher Owner shall designate at a price (the "OPTION SHARE REPURCHASE PRICE") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "MARKET/OFFER PRICE" shall mean the highest of (xi) the highest price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to any agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or business operations, the sum of the net price paid in such sale for such assets or business operations and (B) the exercise price current market value of the remaining assets or business operations of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of COFI at any time commencing upon its right, title, and interest in and to the occurrence applicable Sale Number (as defined below) of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (the “Repurchase Shares”) at each Closing (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing below). The “Sale Number” shall mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases (that is, from shareholders other than Seller) (such shares purchased in the open market are referred to which as the Option “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from the date of this Agreement through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has not been exercisedpaid, commencing the date hereof, an aggregate of $37,500,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) January 14, 2022, but (in the case of this clause (iii)) only if the Market/Tender Offer Determination Date contemplated by clause (i) has not occurred prior to January 14, 2022. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is greater the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such exercise price; and (iii) The difference between Determination Date), the Market/Tender Offer Company shall notify the Seller, in writing, of the applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the exercise price paid by COFI for any shares applicable Aggregate Purchase Price, together with related calculations (including details of RCSB Common Stock purchased pursuant the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the exercise satisfaction of the Optionconditions and to the terms set forth in paragraph 1(b), multiplied by Seller agrees to transfer, assign, sell, convey and deliver the number applicable Sale Number of shares so purchasedRepurchase Shares to the Company, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing Company hereby agrees to purchase such Repurchase Shares from Seller at the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, applicable Weighted Average Per Share Purchase Price. The Company and COFI the Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverexecute a cross-receipt in mutually agreeable form at each Closing. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of COFI at any time commencing upon its right, title, and interest in and to the occurrence applicable Sale Number (as defined below) of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (the “Repurchase Shares”) at each Closing (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing below). The “Sale Number” shall mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases (that is, from shareholders other than Seller) (such shares purchased in the open market are referred to which as the Option “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from July 1, 2022 through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has not been exercisedpaid, commencing July 1, 2022, an aggregate of $75,000,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) January 13, 2023 but (in the case of this clause (iii)) only if the Market/Tender Offer Determination Date contemplated by clause (i) has not occurred prior to January 13, 2023. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is greater the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such exercise price; and (iii) The difference between Determination Date), the Market/Tender Offer Company shall notify the Seller, in writing, of the applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the exercise price paid by COFI for any shares applicable Aggregate Purchase Price, together with related calculations (including details of RCSB Common Stock purchased pursuant the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the exercise satisfaction of the Optionconditions and to the terms set forth in paragraph 1(b), multiplied by Seller agrees to transfer, assign, sell, convey and deliver the number applicable Sale Number of shares so purchasedRepurchase Shares to the Company, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing Company hereby agrees to purchase such Repurchase Shares from Seller at the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, applicable Weighted Average Per Share Purchase Price. The Company and COFI the Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverexecute a cross-receipt in mutually agreeable form at each Closing. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI Hudson Chartered at any time commencing upon c▇▇▇▇▇▇ing immediately following the occurrence of a Purchase Repurchase Event (as defined below) and ending 13 months immediately thereafter upon termination of this Agreement pursuant to the terms hereof (the "Repurchase Period"), RCSB (or any successor entity thereof) Progressive shall repurchase the Option from COFI Hudson Chartered together with all (but not less than all, subject to Section 10) shares ▇▇▇ ▇hares of RCSB Progressive Common Stock purchased by COFI Hudson Chartered pursuant thereto with respect to which COFI then has Beneficial Ownershipther▇▇▇, at ▇t a price (per share, the "Per share Repurchase Price") equal to the sum of: (ia) The exercise price paid by COFI Hudson Chartered for any shares of RCSB share▇ ▇▇ Progressive Common Stock acquired pursuant to the Option; (iib) The difference between (A) the "Marketmarket/Tender Offer Pricetender offer" price for shares of RCSB Progressive Common Stock (defined as the higher highest of (xi) the highest price per share at which a tender or exchange offer has been made made, (ii) the price per share, whether in cash or the value of securities or other property or a combination thereof, of Progressive Common Stock to be paid by any third party pursuant to an agreement with Progressive, or (iii) the highest reported sale price for shares of RCSB Progressive Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes preceding the date COFI Hudson Chartered gives notice of no▇▇▇▇ ▇f the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)hereof, multiplied by the number of shares of RCSB Progressive Common Stock with respect to which the Option has not been exercised, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and; (iiic) The difference between the Marketmarket/Tender Offer Price tender offer price (as defined in Section 7(b) hereof) and the exercise price paid by COFI Hudson Chartered for any shares ▇▇▇▇▇▇ of RCSB Progressive Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price.; and (bd) Hudson Chartered's reasonable ▇▇▇-▇▇-pocket expenses incurred in connection with the transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees. In the event COFI Hudson Chartered exercises its rights under this Section 7▇▇▇▇▇ to require the repurchase of the Option, RCSB Progressive shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available Hudson Chartered in immediatel▇ ▇▇▇▇lable funds and Hudson Chartered shall surrend▇▇ ▇▇▇ Option to an account designated by COFI and COFI shall surrender to RCSB the Option Progressive and the certificates evidencing the shares of RCSB Progressive Common Stock purchased thereunder thereunder; provided that if prior notification to or approval of the Federal Reserve Board or other regulatory agency is required in connection with respect to which COFI then has Beneficial Ownershipsuch purchase, Progressive shall promptly file the required notice or application for approval and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that expeditiously process the same are free and clear the period of all liens, claims, charges, restrictions and encumbrances of time that otherwise would run pursuant to this sentence shall run instead from the date on which any kind whatsoeverrequired notification period has expired or been terminated. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject At any time when the Option is exercisable pursuant to Section 11(i)3(a) hereof, at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (Holder, the "Repurchase Period"), RCSB Company (or any successor entity thereof) shall repurchase the Option (or any portion thereof) from COFI the Holder together with all (but not less than all, subject to Section 10) shares of RCSB any Company Common Stock Shares purchased by COFI the Holder pursuant thereto with respect to which COFI the Holder then beneficially owns and has Beneficial Ownershiprequested that the Company repurchase, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Company Common Stock Shares following the date hereof or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Company Common Stock Shares as reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., NYSE Composite Tape for any day within that portion of the Repurchase Period which precedes following the date COFI gives notice on which an Acquisition Proposal shall have been made, less in the case of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)each Option Share, multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise pricePrice. (b) In the event COFI Holder exercises its rights under this Section 78, RCSB the Company shall, within ten 10 business days thereafter, pay the required amount to COFI Holder by wire transfer of immediately available funds to an account designated by COFI Holder and COFI Holder shall surrender to RCSB the Company the Option and the any certificates evidencing the shares of RCSB Company Common Stock Shares purchased thereunder with respect to which COFI Holder then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverbeneficial ownership. (c) In determining The period for exercise of the Market/Tender Offer Pricerights provided under this Section 8 shall be extended: (i) to the extent necessary to obtain all regulatory approvals for the exercise of such rights, for the expiration of all statutory waiting periods, and to the extent required to obtain any required stockholder approval or until such stockholder approval is no longer required pursuant to the Company's certificate of incorporation; and (ii) to the extent necessary to avoid liability under Section 16(b) of the Exchange Act by reason of such exercise. (d) If within 12 months after the date the Merger Agreement was terminated pursuant to the terms thereof, neither the Holder nor any other person has acquired more than fifty percent of the issued and outstanding Company Common Shares, the value Company will then have the right to purchase (the "REPURCHASE RIGHT") all, but not less than all, of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI the Company Common Shares acquired upon exercise of this Option of which the Holder is the beneficial owner on the date the Company gives written notice of its intention to exercise the Repurchase Right, at a price per share equal to the greater of (i) the Option Price or (ii) the average of the closing price per Company Common Share on the NYSE Composite Tape for the five consecutive trading days ending on and reasonably acceptable including the trading date immediately prior to RCSBthe consummation of such repurchase of Company Common Shares.

Repurchase. (a) Subject to the giving of any notices and the receipt of any approvals as contemplated by Section 11(i), at the request of COFI Buyer at any time commencing upon the first occurrence of a Purchase Event described in Section 3(b) hereof and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB Seller (or any successor entity thereof) shall repurchase the Option but not later than the termination of the Option pursuant to Section 3(a) hereof from COFI Buyer together with all (but not less than all, subject to Section 10) shares of RCSB Seller Common Stock purchased by COFI Buyer pursuant thereto hereto with respect to which COFI Buyer then has Beneficial Ownership, at a an aggregate price (per share, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Seller Common Stock (defined as the higher of (x) of the highest price per share at which a tender or exchange offer has been made for shares of RCSB Seller Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Seller Common Stock reported by the NasdaqNasdaq National Market, the automated quotation system of the National Association of Securities Dealers, Inc., in each case for any day within that portion of the Repurchase Period which that precedes the date COFI Buyer gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI Buyer exercises its rights under this Section 7, RCSB Seller shall, within ten 10 business days thereafter, pay the required amount to COFI Buyer by wire transfer of immediately available funds to an account designated by COFI Buyer and COFI Buyer shall surrender to RCSB Seller the Option and the certificates evidencing the shares of RCSB Seller Common Stock purchased thereunder with respect to which COFI Buyer then has Beneficial Ownership, and COFI Buyer shall warrant that it has sole record and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI Buyer and reasonably acceptable to RCSBSeller.

Repurchase. (a) Subject to Section 11(i), at At the written request of COFI AmeriSource, at any time commencing upon during the occurrence Option Exercise Period and, if a Notice of a Purchase Event and ending 13 months immediately thereafter Exercise has been given but the related Closing has not occurred, during the period from the Notice Date to the Closing Date (the "AmeriSource Repurchase Period"), RCSB (or any successor entity thereof) Bergen shall repurchase the Option ----------------------------- from COFI AmeriSource together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock Option Shares purchased by COFI AmeriSource pursuant thereto with respect to which COFI AmeriSource then has Beneficial Ownership, at a price (when calculated on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of:: -------------------------- (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (Ax) the "Market/Tender Offer Price" for ------------------------- shares of RCSB Bergen Common Stock (defined as the higher of (x1) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Bergen Common Stock or (y2) the highest closing mean of the "bid" and the "ask" price per share of RCSB Bergen Common Stock as reported by the NasdaqNYSE Composite Tape, the automated quotation system of the National Association of Securities Dealers, Inc.in each case, for any day within that portion of the AmeriSource Repurchase Period which precedes the date COFI AmeriSource gives notice of the required repurchase under this Section 7) and (By) the exercise price as determined pursuant to Section 2 hereof Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock Option Shares with respect to which the Option has not been exercisedexercised or has been exercised but the related Closing has not occurred, but only if the such Market/Tender Offer Price is greater than such exercise price; and (iiiii) The difference between greater of the Market/Tender Offer Price and the exercise price Purchase Price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the Option Shares acquired upon exercise of the Option, multiplied by the number of shares Option Shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise priceacquired. (b) In the event COFI AmeriSource exercises its rights under this Section 7, RCSB Bergen shall, within ten 10 business days thereafter, pay the required amount to COFI AmeriSource by wire transfer of immediately available funds to an account designated by COFI AmeriSource and COFI AmeriSource shall surrender to RCSB Bergen the Option and the certificates evidencing the shares of RCSB Common Stock purchased any Option Shares acquired thereunder with respect to which COFI AmeriSource then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI AmeriSource with the consent of Bergen, which consent shall not be unreasonably withheld. (d) Notwithstanding any provision to the contrary in this Option Agreement, AmeriSource may not exercise its rights pursuant to this Section 7 in a manner that would result in Total Profit (as defined below) of more than the Profit Cap (as defined below); provided, however, that nothing in this sentence -------- ------- shall limit AmeriSource's ability to exercise the Option in accordance with its terms. As used herein, the term "Total Profit" means the aggregate (before ------------ income taxes) of the following: (i) all amounts received by AmeriSource or concurrently being paid to AmeriSource pursuant to Section 7 for the repurchase of the unexercised portion of the Option, (ii) (A) the amounts received by AmeriSource or concurrently being paid to AmeriSource pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged), including sales made to Bergen or pursuant to a registration statement under the Securities Act or any exemption therefrom, less (B) AmeriSource's aggregate Purchase Price for such Option Shares and reasonably acceptable (iii) all amounts received by AmeriSource from Bergen or concurrently being paid to RCSBAmeriSource pursuant to Section 8.5 of the Merger Agreement (other than for payments with respect to Expenses). As used herein, the term "Profit Cap" shall ---------- mean $125,000,000.

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (aas defined therein) Subject to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase PeriodEvent"), RCSB (or any successor entity thereof) the Company shall repurchase have the Option from COFI together with all right (but not less than all, subject to Section 10the obligation) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase PriceOption"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares (whether vested or unvested and whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) equal pursuant to the sum of:terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price paid by COFI payable for each Unvested Share shall equal the Original Value of such Share and the purchase price payable for each Vested Share shall equal the Fair Market Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of theStockholders pro rata according to the number of shares of RCSB Common Restricted Stock acquired pursuant held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the Option;nearest whole share). (ii) The difference between closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of (A) a check or wire transfer of funds, (B) subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "Market/Tender Offer Priceapplicable Federal rate" for shares (as defined in Section 1274(d) of RCSB Common Stock (defined as the higher of (xInternal Revenue Code) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock in effect from time to time, or (yC) the highest closing mean a combination of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7both (A) and (B) ), in the exercise aggregate amount of the repurchase price as determined for such shares. Any notes issued by the Company pursuant to Section 2 hereof (this paragraph 3(b)(ii) shall be subject to adjustment as provided in Section 6)the restrictive covenants, multiplied by the number of shares of RCSB Common Stock with respect if any, to which the Option has not been exercisedCompany is subject at the time of such repurchase. The Company shall be entitled to require the signature of such Stockholder to be guaranteed and to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, but only if authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the Market/Tender Offer Price is greater than absence of any liens, pledges, and other encumbrances on such exercise price; andRestricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant Notwithstanding anything to the exercise contrary contained in this Agreement, all repurchases of the Option, multiplied Restricted Shares by the number Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of shares so purchasedincorporation, but only if any financing agreement to which the Market/Tender Offer Price Company is greater than a party, Federal law or the Delaware General Corporation Law. If any such exercise pricerestrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (biv) In the event COFI exercises its rights under that any Restricted Shares are repurchased pursuant to this Section 73(b), RCSB such Stockholder and his or her successors and assigns shall, within ten business days thereafterat the Company's expense, pay the take all reasonable steps to obtain all required amount third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership facilitate consummation of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverrepurchase in a timely manner. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of COFI at any time commencing upon its right, title, and interest in and to the occurrence applicable Sale Number (as defined below) of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (the “Repurchase Shares”) at each Closing (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing below). The “Sale Number” shall mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases or privately negotiated transactions from shareholders other than Seller (such shares are referred to which as the Option “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from June 12, 2023 through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has not been exercisedpaid, commencing June 12, 2023, an aggregate of $100,000,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases or privately negotiated transactions, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) October 27, 2023 but (in the case of this clause (iii)) only if the Market/Tender Offer Determination Date contemplated by clause (i) has not occurred prior to October 27, 2023. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is greater the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such exercise price; and (iii) The difference between Determination Date), the Market/Tender Offer Company shall notify the Seller, in writing, of the applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the exercise price paid by COFI for any shares applicable Aggregate Purchase Price, together with related calculations (including details of RCSB Common Stock purchased pursuant the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the exercise satisfaction of the Optionconditions and to the terms set forth in paragraph 1(b), multiplied by Seller agrees to transfer, assign, sell, convey and deliver the number applicable Sale Number of shares so purchasedRepurchase Shares to the Company, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing Company hereby agrees to purchase such Repurchase Shares from Seller at the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, applicable Weighted Average Per Share Purchase Price. The Company and COFI the Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverexecute a cross-receipt in mutually agreeable form at each Closing. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject The Seller hereby agrees, upon and subject to the satisfaction or waiver of the conditions set forth in Section 11(i)1(c) below, at to transfer, assign, sell, convey and deliver to the request Company all of COFI at any time commencing its right, title and interest in and to the Purchased Shares, free and clear of all liens, encumbrances or other claims, and the Company hereby agrees, upon and subject to the occurrence satisfaction or waiver of the conditions set forth in Section 1(b) below, to purchase and acquire from the Seller the Purchased Shares, in each case for a Purchase Event and ending 13 months immediately thereafter price per Ordinary Share (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "“Per share Repurchase Share Purchase Price"”) equal to the sum oflesser of (i) the public offering price per Underwritten Share, less underwriting discounts and commissions per Ordinary Share, as set forth on the cover page to the final prospectus supplement filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with the Public Offering and (ii) 110% of the lesser of (x) the closing price per Ordinary Share as reported on the New York Stock Exchange on the date of this Agreement and (y) the closing price per Ordinary Share as reported on the New York Stock Exchange on the trading date immediately prior to the date of this Agreement. (b) The obligation of the Company to purchase the Purchased Shares from the Seller for the Purchase Price (as defined below) shall be subject to (i) the consummation of the Public Offering in accordance with the terms and conditions of the Underwriting Agreement and (ii) the representations and warranties of the Seller set forth herein being true and correct in all material respects as of the Closing. The foregoing conditions may be waived by the Company in its sole discretion; provided that the waiver of the condition set forth in clause (i) of this Section 1(b) shall only be effective if the condition set forth in Section 1(c)(i) below is also waived by the Seller. (c) The obligation of the Seller to sell the Purchased Shares to the Company for the Purchase Price shall be subject to (i) the consummation of the Public Offering in accordance with the terms and conditions of the Underwriting Agreement and (ii) the representations and warranties of the Company set forth herein being true and correct in all material respects as of the Closing. The foregoing conditions may be waived by the Seller in its sole discretion; provided that the waiver of the condition set forth in clause (i) of this Section 1(c) shall only be effective if the condition set forth in Section 1(b)(i) above is also waived by the Company. (d) At the closing of the Share Repurchase (the “Closing”), the Seller shall deliver, or cause to be delivered, the following documents and deliverables to the Company (each in form and substance reasonably acceptable to the Company and its legal counsel): (i) a receipt duly executed by an authorized executive officer of the Seller evidencing receipt by the Seller of payment, and delivery by the Company, of the Purchase Price. (e) At the Closing, the Company shall deliver to the Seller: (i) The exercise price paid a receipt duly executed by COFI for any shares an authorized executive officer of RCSB Common Stock acquired pursuant to the Option;Company evidencing receipt by the Company of the Purchased Shares by book-entry transfer; and (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated or accounts specified at least two business days prior to the Closing Date by COFI the Seller in writing: an amount equal to the product of (A) the Per Share Purchase Price and COFI shall surrender to RCSB (B) the Option and the certificates evidencing the shares number of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of Purchased Shares (such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Priceproduct, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB“Purchase Price”).

Repurchase. (a) Subject to Section 11(i), At any time after the occurrence of a Repurchase Event (as defined below) (i) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Repurchase PriceOPTION REPURCHASE PRICE") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Market/Tender Offer Price" for shares OWNER"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of RCSB Common Stock (defined the Option Shares from the Owner as the higher Owner shall designate at a price (the "OPTION SHARE REPURCHASE PRICE") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "MARKET/OFFER PRICE" shall mean the highest of (xi) the highest price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to an agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or business operations, the sum of the net price paid in such sale for such assets or business operations and (B) the exercise price current market value of the remaining assets or business operations of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI ▇▇▇▇▇▇ Chartered at any time commencing upon immediately following the occurrence of a Purchase Repurchase Event (as defined below) and ending 13 months immediately thereafter upon termination of this Agreement pursuant to the terms hereof (the "Repurchase Period"), RCSB (or any successor entity thereof) Progressive shall repurchase the Option from COFI ▇▇▇▇▇▇ Chartered together with all (but not less than all, subject to Section 10) any shares of RCSB Progressive Common Stock purchased by COFI ▇▇▇▇▇▇ Chartered pursuant thereto with respect to which COFI then has Beneficial Ownershipthereto, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (ia) The exercise price paid by COFI ▇▇▇▇▇▇ Chartered for any shares of RCSB Progressive Common Stock acquired pursuant to the Option; (iib) The difference between (A) the "Marketmarket/Tender Offer Pricetender offer" price for shares of RCSB Progressive Common Stock (defined as the higher highest of (xi) the highest price per share at which a tender or exchange offer has been made made, (ii) the price per share, whether in cash or the value of securities or other property or a combination thereof, of Progressive Common Stock to be paid by any third party pursuant to an agreement with Progressive, or (iii) the highest reported sale price for shares of RCSB Progressive Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes preceding the date COFI ▇▇▇▇▇▇ Chartered gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)hereof, multiplied by the number of shares of RCSB Progressive Common Stock with respect to which the Option has not been exercised, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and; (iiic) The difference between the Marketmarket/Tender Offer Price tender offer price (as defined in Section 7(b) hereof) and the exercise price paid by COFI ▇▇▇▇▇▇ Chartered for any shares of RCSB Progressive Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price.; and (bd) ▇▇▇▇▇▇ Chartered's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees. In the event COFI ▇▇▇▇▇▇ Chartered exercises its rights under this Section 7right to require the repurchase of the Option, RCSB Progressive shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of ▇▇▇▇▇▇ Chartered in immediately available funds to an account designated by COFI and COFI ▇▇▇▇▇▇ Chartered shall surrender to RCSB the Option to Progressive and the certificates evidencing the shares of RCSB Progressive Common Stock purchased thereunder thereunder; provided that if prior notification to or approval of the Federal Reserve Board or other regulatory agency is required in connection with respect to which COFI then has Beneficial Ownershipsuch purchase, Progressive shall promptly file the required notice or application for approval and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that expeditiously process the same are free and clear the period of all liens, claims, charges, restrictions and encumbrances of time that otherwise would run pursuant to this sentence shall run instead from the date on which any kind whatsoeverrequired notification period has expired or been terminated. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to the giving of any notices and the receipt of any approvals as contemplated by Section 11(i), at the request of COFI Buyer at any time commencing upon the first occurrence of a Purchase Event described in Section 3(b) hereof and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB Seller (or any successor entity thereof) shall repurchase the Option but not later than the termination of the Option pursuant to Section 3(a) hereof from COFI Buyer together with all (but not less than all, subject to Section 10) shares of RCSB Seller Common Stock purchased by COFI Buyer pursuant thereto hereto with respect to which COFI Buyer then has Beneficial Ownership, at a an aggregate price (per share, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Seller Common Stock (defined as the higher of (x) of the highest price per share at which a tender or exchange offer has been made for shares of RCSB Seller Common Stock or or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Seller Common Stock reported by the NasdaqNasdaq National Market, the automated quotation system of the National Association of Securities Dealers, Inc., in each case for any day within that portion of the Repurchase Period which that precedes the date COFI Buyer gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject The Company hereby agrees that upon consummation of the first sale by Reuters in a single transaction prior to Section 11(i), at the request Termination Date of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all$100 million aggregate purchase price of shares of Common Stock pursuant to the provisions of Section 3 hereof, subject the Company will repurchase from Reuters an equal amount of shares of Common Stock held by Reuters at the same purchase price per share (price to public before underwriting discounts and commissions) as the shares of Common Stock sold by Reuters pursuant to Section 103 hereof; provided that in no event shall the amount of Common Stock that the Company is obligated to repurchase from Reuters pursuant to this Section 4 (or otherwise pursuant to this Agreement) exceed $115 million. Notwithstanding the foregoing, if any of the parties to the Stockholders Agreement exercise their right to have shares of RCSB Common Stock purchased included in the registration contemplated by COFI this Agreement and, in connection with any single offering pursuant thereto with respect to such registration in which COFI then has Beneficial OwnershipReuters intends to sell not less than $100 million aggregate purchase price of Common Stock (the amount Reuters intends to sell, at up to a price (per sharemaximum of $115 million aggregate purchase price, being referred to herein as the “Requested Amount”), the "Per share Repurchase Price"underwriters of such offering require a limitation of the number of shares to be underwritten in such offering pursuant to Section 5 of the Stockholders Agreement such that Reuters is not permitted to sell the Requested Amount, the Company will repurchase from Reuters an amount of shares (the “Initial Shares”) equal to the sum of: (i) The exercise price paid amount of shares sold by COFI for Reuters in such offering. To the extent that Reuters is unable to sell at least the Requested Amount because of any such reduction, and, prior to the Termination Date, sells in its next single sale of shares of RCSB Common Stock acquired pursuant additional shares (the “Additional Shares”) with a purchase price that, together with the purchase price of the Initial Shares, equals or exceeds $100 million, the Company will repurchase from Reuters an amount of shares of Common Stock equal to the Option; (ii) The difference between (A) Additional Shares sold at the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest same price per share at which (price to the public before underwriting discounts and commissions) received by Reuters for such Additional Shares, up to a tender or exchange offer has been made maximum combined purchase price of $115 million for shares the aggregate purchase price of RCSB Common Stock or (y) the highest closing mean of the "bid" Initial Shares and the "ask" price per share of RCSB Common Stock reported Additional Shares repurchased by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise priceCompany. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(iDuring the period beginning on the Closing Date and ending at the close of business, Central Standard Time, on the ninetieth (90th) day following the Closing Date (the “Repurchase Period”), at Parent shall, from time to time, make offers (each a “Repurchase Offer”) to the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (Deep Dish Sellers to repurchase all or any successor entity thereof) shall repurchase portion of the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Parent Common Stock purchased and Parent Preferred Stock held by COFI pursuant thereto with respect the Deep Dish Sellers, in such amounts and to which COFI then has Beneficial Ownershipsuch Deep Dish Sellers as may be determined by unanimous consent of the Repurchase Committee of the Parent board of directors in its sole discretion; provided, at a price (per share, the "Per share Repurchase Price") equal to the sum of: that (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender each such Repurchase Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share shall be at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Parent Common Stock reported by the Nasdaqequal to $6.28 in cash and a price per share of Parent Preferred Stock equal to $6.28 in cash, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (Bii) Parent shall make Repurchase Offers for the exercise price purchase of no more than 4,774,501 shares of Parent Common Stock and/or Parent Preferred Stock, in the aggregate (as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied such numbers shall be reduced by the number of shares of RCSB Parent Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common and/or Parent Preferred Stock purchased pursuant to the exercise of the Option, multiplied sold by the number of shares so purchased, but only if Deep Dish Sellers to third parties during the Market/Tender Offer Price is greater than such exercise priceRepurchase Period in accordance with the Parent Stockholders’ Agreement). (b) In Any Deep Dish Seller who shall have received a Repurchase Offer may accept such Repurchase Offer by delivering to Parent, prior to the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay earlier to occur of (i) the required amount to COFI revocation by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership Parent of such certificates Repurchase Offer and that (ii) the same are free and clear expiration of all liensthe Repurchase Period, claimsan executed Stock Repurchase Agreement in substantially the form attached hereto as Exhibit J, charges, restrictions and encumbrances together with instruments of any kind whatsoevertransfer as may be reasonably required by Parent. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (aas defined therein) Subject to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase PeriodEvent"), RCSB (or any successor entity thereof) the Company shall repurchase have the Option from COFI together with all right (but not less than all, subject to Section 10the obligation) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase PriceOption"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares (whether vested or unvested and whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) equal pursuant to the sum of:terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price paid by COFI payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of RCSB Common Restricted Stock acquired pursuant held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the Option;nearest whole share). (ii) The difference between closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (A60) days nor less than five (5) days after the "Market/Tender Offer Price" delivery of the Repurchase Notice. The Company shall pay for shares Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of RCSB Common Stock a locally drawn cashier's check or wire transfer of funds in the aggregate amount of the repurchase price for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Company any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 13.5 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (defined as if any such Stockholder is, at such time, an equity owner of or partner in the higher Medical Group), such offset amount to be allocated pro rata among all of the Stockholders who at such time hold equity of or are partners in the Medical Group. The Company shall be entitled to receive representations and warranties from such Stockholder regarding (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) the highest closing mean such Stockholder's ownership of the "bid" such Restricted Shares and the "ask" price per share absence of RCSB Common Stock reported by the Nasdaqany liens, the automated quotation system of the National Association of Securities Dealerspledges, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and other encumbrances on such Restricted Shares and (Bz) the exercise price as determined absence of any violation, default, or acceleration of any agreement or instrument pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; andStockholder or such Stockholder's assets are bound resulting from such sale. (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant Notwithstanding anything to the exercise contrary contained in this Agreement, all repurchases of the Option, multiplied Restricted Shares by the number Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of shares so purchasedincorporation, but only if any financing agreement to which the Market/Tender Offer Price Company is greater than a party, Federal law or the Delaware General Corporation Law. If any such exercise pricerestrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (biv) In the event COFI exercises its rights under that any Restricted Shares are repurchased pursuant to this Section 73(b), RCSB such Stockholder and his or her successors and assigns shall, within ten business days thereafterat the Company's expense, pay the take all reasonable steps to obtain all required amount third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership facilitate consummation of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.repurchase in a timely manner

Repurchase. In the event that the Executive’s employment with the Company is terminated under that certain Employment Agreement dated as of September 1, 2001 by and between the Executive and the Company (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Employment Agreement”), the Company shall repurchase all shares of Common Stock owned by such Executive on the following terms: (a) Subject if the Executive’s employment is terminated pursuant to Section 11(i)3.1 of the Employment Agreement, at or if the request of COFI Executive resigns or voluntarily terminates his employment with the Company at any time commencing upon prior to September 1, 2004, then the occurrence Company may, within one hundred and twenty (120) days of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period")Executive’s termination of employment, RCSB (or any successor entity thereof) shall provide written notice to the Executive of its desire to repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased owned by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Executive including these shares of Common Stock thereafter acquired by Executive through the exercise of options at a price (per share, the "Per share Repurchase Price") equal to the sum of: lesser of the then Fair Market Value (ias defined below) The exercise per share of such Common Stock or the original purchase price paid by COFI the Executive for any all such shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6“Original Purchase Price”), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In if the Executive’s employment is terminated pursuant to Sections 3.3, 3.4 or 3.5 of the Employment Agreement, then (i) the Executive (or the Executive’s estate as the case may be) may, within one hundred twenty (120) days of the Executive’s termination of employment, demand by written notice provided to the Company, that the Company repurchase all shares of Common Stock owned by the Executive including those shares of Common Stock thereafter acquired by Executive through the exercise of options at a price equal to the then Fair Market Value (as defined below) per share of such Common Stock; or (ii) in the event COFI exercises its rights under this Section 7the Executive does not demand the repurchase of his Common Stock and his Common Stock has not been sold and transferred as a result of a Change in Control (as that term is defined in the Employment Agreement), RCSB shallthe Company may, within ten business one hundred and twenty (120) days thereafterof the Executive’s termination of employment, pay give written notice to the required amount Executive (or the Executive’s estate, as the case may be) of its election and right to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the repurchase all shares of RCSB Common Stock purchased thereunder with respect owned by the Executive at a price equal to which COFI the then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership Fair Market Value (as defined below) per share of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverCommon Stock. (c) In determining if the Market/Tender Offer PriceExecutive resigns or voluntarily terminates his employment with the Company at any time on or after September 1, 2004, then (i) the Executive may, within one hundred twenty (120) days of the Executive’s termination of employment, demand by written notice provided to the Company, that the Company repurchase all shares of Common Stock acquired by the Executive prior to September 1, 2004, including those shares of Common Stock thereafter acquired by Executive through the exercise of options that were fully vested on or before September 1, 2004 but exercised prior to the Executive giving notice to the Company under this Section 5.1(c) for a price equal to the then Fair Market Value (as defined below) per share of such Common Stock; or (ii) in the event the Executive does not demand the repurchase of such of his Common Stock and his Common Stock has not been sold and transferred as a result of a Change in Control (as that term is defined in the Employment Agreement), the value Company may, within one hundred and twenty (120) days of any consideration other than cash shall be determined the Executive’s termination of employment, give written notice to the Executive of its election and right to repurchase all shares of Common Stock owned by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable the Executive at a price equal to RCSBthe then Fair Market Value (as defined below) per share of such Common Stock.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI CFF at any time commencing upon immediately following the occurrence of a Purchase Repurchase Event (as defined below) and ending 13 months immediately thereafter upon termination of this Agreement pursuant to the terms hereof (the "Repurchase Period"), RCSB (or any successor entity thereof) OVB shall repurchase the Option from COFI CFF together with all (but not less than all, subject to Section 10) any shares of RCSB OVB Common Stock purchased by COFI CFF pursuant thereto with respect to which COFI then has Beneficial Ownershipthereto, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (ia) The exercise price paid by COFI CFF for any shares of RCSB OVB Common Stock acquired pursuant to the Option; (iib) The difference between (A) the "Marketmarket/Tender Offer Pricetender offer" price for shares of RCSB OVB Common Stock (defined as the higher highest of (xi) the highest price per share at which a tender or exchange offer has been made made, (ii) the price per share, whether in cash or the value of securities or other property or a combination thereof, of OVB Common Stock to be paid by any third party pursuant to an agreement with OVB, or (iii) the highest reported sale price for shares of RCSB OVB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes preceding the date COFI CFF gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)hereof, multiplied by the number of shares of RCSB OVB Common Stock with respect to which the Option has not been exercised, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and; (iiic) The difference between the Marketmarket/Tender Offer Price tender offer price (as defined in Section 7(b) hereof) and the exercise price paid by COFI CFF for any shares of RCSB OVB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price.; and (bd) CFF's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees, except to the extent that such expenses have already been paid pursuant to Section 6.3 of the Reorganization Agreement. In the event COFI CFF exercises its rights under this Section 7right to require the repurchase of the Option, RCSB OVB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of CFF in immediately available funds to an account designated by COFI and COFI CFF shall surrender to RCSB the Option to OVB and the certificates evidencing the shares of RCSB OVB Common Stock purchased thereunder thereunder; provided that if prior notification to or approval of the Federal Reserve Board or other regulatory agency is required in connection with respect to which COFI then has Beneficial Ownershipsuch purchase, OVB shall promptly file the required notice or application for approval and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that expeditiously process the same are free and clear the period of all liens, claims, charges, restrictions and encumbrances of time that otherwise would run pursuant to this sentence shall run instead from the date on which any kind whatsoeverrequired notification period has expired or been terminated. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i)the giving of any notices and the receipt of any required approvals, at the request of COFI CFX at any time commencing upon the occurrence of a Purchase Repurchase Event and ending 13 nine months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) Community shall repurchase the Option from COFI together with all (but not less later than all, subject the termination of the Option pursuant to Section 103(a) hereof) from CFX together with any shares of RCSB Community Common Stock purchased by COFI CFX pursuant thereto with respect to which COFI CFX then has Beneficial Ownershipbeneficial ownership, at a price (per share, the "Per share Share Repurchase Price") equal to the sum of: (i1) The the exercise price paid by COFI CFX for any shares of RCSB Community Common Stock acquired pursuant to the Option; (ii2) The the difference between (A) the "Marketmarket/Tender Offer Pricetender offer" price for shares of RCSB Community Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean reported sale price for shares of the "bid" and the "ask" price per share of RCSB Community Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes preceding the date COFI CFX gives notice of the required repurchase under this Section 7) 8) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), ) multiplied by the number of shares of RCSB Community Common Stock with respect to which the Option has not been exercised, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and; (iii3) The the difference between the Marketmarket/Tender Offer Price tender offer price (as defined in Section 8(a)(2) hereof) and the exercise price paid by COFI CFX for any shares of RCSB Community Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and (4) CFX's out-of-pocket expenses incurred in connection with the transactions contemplated by the Transaction Documents, including without limitation legal, accounting and investment banking fees. (b) In the event COFI CFX exercises its rights under this Section 78, RCSB Community shall, within ten thirty business days thereafter, pay the required amount to COFI by wire transfer of CFX in immediately available funds to an account designated by COFI and COFI CFX shall surrender to RCSB Community the Option and the certificates evidencing the shares of RCSB Community Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI CFX shall warrant that it has sole record and Beneficial Ownership of owns such certificates shares and that the same are then free and clear of all liens, charges, claims, charges, restrictions and encumbrances encumbrances; provided that, if prior notification to any federal or state regulatory agency is required in connection with such purchase, Community shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any kind whatsoeverrequired notification period has expired or been terminated or such approval has been obtained and any requisite waiting period shall have passed. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. In the event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (aas defined therein) Subject to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase PeriodEvent"), RCSB (or any successor entity thereof) the Company shall repurchase have the Option from COFI together with all right (but not less than all, subject to Section 10the obligation) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase PriceOption"), to be exercised in its sole discretion, to repurchase all or any portion of the Restricted Shares (whether vested or unvested and whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) equal pursuant to the sum of:terms and conditions set forth in this Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, however, that, if the Company elects to repurchase less than all of the Restricted Shares, the Company shall first repurchase Unvested Shares and then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the aggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price paid by COFI payable for each Unvested Share shall equal $.01 and the purchase price payable for each Vested Share shall equal the Original Value of such share. If the Company decides to repurchase Restricted Shares from any Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of the Stockholders pro rata according to the number of shares of RCSB Common Restricted Stock acquired pursuant held by all of the Stockholders at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the Option;nearest whole share). (ii) The difference between closing of the repurchase of Restricted Shares pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of (A) a check or wire transfer of funds, (B) subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the greater of either the prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "Market/Tender Offer Priceapplicable Federal rate" for shares (as defined in Section 1274(d) of RCSB Common Stock (defined as the higher of (xInternal Revenue Code) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock in effect from time to time, or (yC) the highest closing mean a combination of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7both (A) and (B) ), in the exercise aggregate amount of the repurchase price as determined for such shares; provided, however, that in the event the Medical Group is obligated to pay to the Subsidiary any sums in connection with the repurchase of assets by the Medical Group pursuant to Section 2 hereof 13.5 of the Management Services Agreement, the total amount of such sums may be offset by the Company against any amounts owed by the Company to the Stockholders pursuant to this Agreement (if any such Stockholder is, at such time, an equity owner of or partner in the Medical Group), such offset amount to be allocated pro rata among all of the Stockholders who at such time hold equity of or are partners in the Medical Group. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be subject to adjustment as provided in Section 6)the restrictive covenants, multiplied by the number of shares of RCSB Common Stock with respect if any, to which the Option has not been exercisedCompany is subject at the time of such repurchase. The Company shall be entitled to require the signature of such Stockholder to be guaranteed and to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, but only if authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the Market/Tender Offer Price is greater than absence of any liens, pledges, and other encumbrances on such exercise price; andRestricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant Notwithstanding anything to the exercise contrary contained in this Agreement, all repurchases of the Option, multiplied Restricted Shares by the number Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of shares so purchasedincorporation, but only if any financing agreement to which the Market/Tender Offer Price Company is greater than a party, Federal law or the Delaware General Corporation Law. If any such exercise pricerestrictions prohibit or otherwise delay the repurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so. (biv) In the event COFI exercises its rights under that any Restricted Shares are repurchased pursuant to this Section 73(b), RCSB such Stockholder and his or her successors and assigns shall, within ten business days thereafterat the Company's expense, pay the take all reasonable steps to obtain all required amount third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership facilitate consummation of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverrepurchase in a timely manner. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), at the request of COFI Commercial at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB Bancorp (or any successor entity thereof) shall repurchase the Option from COFI Commercial together with all (but not less than all, subject to Section 10) shares of RCSB Bancorp Common Stock purchased by COFI Commercial pursuant thereto with respect to which COFI Commercial then has Beneficial Ownership, at a price (on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price aggregate Purchase Price paid by COFI Commercial for any shares of RCSB Bancorp Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Bancorp Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Bancorp Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Bancorp Common Stock reported by the NasdaqNASDAQ, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI Commercial gives notice of the required repurchase under this Section 7) and (B) the exercise price Purchase Price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Bancorp Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; andPurchase Price; (iii) The difference between the Market/Tender Offer Price and the exercise price Purchase Price paid by COFI Commercial for any shares of RCSB Bancorp Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise pricePurchase Price; and (iv) Commercial's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees; provided, however, that if such price is greater than an amount (the "Maximum Repurchase Price") equal to the sum of (x) $20,000,000 and (y) the amount set forth in (i) above, then such price shall be deemed to be the Maximum Repurchase Price for all purposes hereunder. (b) In the event COFI Commercial exercises its rights under this Section 7, RCSB Bancorp shall, within ten business days 10 Business Days thereafter, pay the required amount to COFI Commercial by wire transfer of immediately available funds to an account designated by COFI Commercial and COFI Commercial shall surrender to RCSB Bancorp the Option and the certificates evidencing the shares of RCSB Bancorp Common Stock purchased thereunder with respect to which COFI Commercial then has Beneficial Ownership, and COFI Commercial shall warrant that it has sole record and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI Commercial and reasonably acceptable to RCSB▇▇▇▇▇▇▇.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI the Acquiror, at any time commencing upon from and after the occurrence of a Purchase Event and ending 13 months 180 days immediately thereafter (the "Acquiror Repurchase Period"), RCSB the Company (or any successor entity thereof) shall repurchase the Option from COFI the Acquiror together with all (but not less than all, subject to Section 10) shares of RCSB the Company's Common Stock purchased by COFI the Acquiror pursuant thereto to the Option with respect to which COFI the Acquiror then has Beneficial Ownership, at a price (when calculated on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB the Company's Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB the Company's Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB the Company's Common Stock as reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., Nasdaq for any day within that portion of the Acquiror Repurchase Period which precedes the date COFI the Acquiror gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB the Company's Common Stock with respect to which the Option has not been exercised, but only if the such Market/Tender Offer Price is greater than such exercise pricePurchase Price; (ii) the Purchase Price paid by the Acquiror for any shares of the Company's Common Stock acquired pursuant to the Option; and (iii) The the difference between the Market/Tender Offer Price and the exercise price Purchase Price paid by COFI the Acquiror for any shares of RCSB the Company's Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the such Market/Tender Offer Price is greater than such exercise pricePurchase Price. (b) In the event COFI the Acquiror exercises its rights under this Section 7, RCSB the Company shall, within ten 10 business days thereafter, pay the required amount to COFI the Acquiror by wire transfer of immediately available funds to an account designated by COFI the Acquiror and COFI the Acquiror shall surrender to RCSB the Company the Option and the certificates evidencing the shares of RCSB the Company's Common Stock purchased thereunder pursuant to the Option with respect to which COFI the Acquiror then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSBthe Acquiror.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI Progressive at any time commencing upon immediately following the occurrence of a Purchase Repurchase Event (as defined below) and ending 13 months immediately thereafter upon the termination of this Agreement pursuant to the terms hereof (the "Repurchase Period"), RCSB (or any successor entity thereof) ▇▇▇▇▇▇ Chartered shall repurchase the Option from COFI Progressive together with all (but not less than all, subject to Section 10) any shares of RCSB ▇▇▇▇▇▇ Chartered Common Stock purchased by COFI Progressive pursuant thereto with respect to which COFI then has Beneficial Ownershipthereto, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (ia) The exercise price paid by COFI Progressive for any shares of RCSB ▇▇▇▇▇▇ Chartered Common Stock acquired pursuant to the Option; (iib) The difference between (A) the "Marketmarket/Tender Offer Pricetender offer" price for shares of RCSB ▇▇▇▇▇▇ Chartered Common Stock (defined as the higher highest of (xi) the highest price per share at which a tender or exchange offer has been made made, (ii) the price per share, whether in cash or the value of securities or other property or a combination thereof, of ▇▇▇▇▇▇ Chartered Common Stock to be paid by any third party pursuant to an agreement with ▇▇▇▇▇▇ Chartered, or (iii) the highest reported sale price for shares of RCSB ▇▇▇▇▇▇ Chartered Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes preceding the date COFI Progressive gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)hereof, multiplied by the number of shares of RCSB ▇▇▇▇▇▇ Chartered Common Stock with respect to which the Option has not been exercised, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and; (iiic) The difference between the Marketmarket/Tender Offer Price tender offer price (as defined in Section 7(b) hereof) and the exercise price paid by COFI Progressive for any shares of RCSB ▇▇▇▇▇▇ Chartered Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price.; and (bd) Progressive's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees. In the event COFI Progressive exercises its rights under this Section 7right to require the repurchase of the Option, RCSB ▇▇▇▇▇▇ Chartered shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of Progressive in immediately available funds to an account designated by COFI and COFI Progressive shall surrender to RCSB the Option to ▇▇▇▇▇▇ Chartered and the certificates evidencing the shares of RCSB ▇▇▇▇▇▇ Chartered Common Stock purchased thereunder thereunder; provided that if prior notification to or approval of the Federal Reserve Board or other regulatory agency is required in connection with respect to which COFI then has Beneficial Ownershipsuch purchase, ▇▇▇▇▇▇ Chartered shall promptly file the required notice or application for approval and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that expeditiously process the same are free and clear the period of all liens, claims, charges, restrictions and encumbrances of time that otherwise would run pursuant to this sentence shall run instead from the date on which any kind whatsoeverrequired notification period has expired or been terminated. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI Cardinal, at any time commencing upon from and after the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Cardinal Repurchase Period"), RCSB Owen (or any successor entity thereof) shall repurchase the Option from COFI fr▇▇ ▇ardinal together with all (but not less than all, subject to Section 10) shares of RCSB Owen Common Stock purchased by COFI Cardinal pursuant thereto with respect to ▇▇ which COFI Cardinal then has Beneficial Ownership, at a price (when calculated on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Owen Common Stock (defined as the higher of (x) the highest hi▇▇▇▇t price per share at which a tender or exchange offer has been made for shares of RCSB Owen Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share ▇▇▇re of RCSB Owen Common Stock as reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for NYSE Composite Ta▇▇ ▇or any day within that portion of the Cardinal Repurchase Period which precedes the date COFI Cardinal gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Owen Common Stock with respect to which the Option has not ▇▇▇ been exercised, but only if the such Market/Tender Offer Price is greater than such exercise price; and; (ii) The exercise price paid by Cardinal for any shares of Owen Common Stock acquired pursuant to the Option; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Cardinal for any shares of RCSB Owen Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the such Market/Tender Offer Price is greater than such exercise price; and (iv) Cardinal's out-of-pocket expenses incurred in connection with pursuing the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees, less any amounts previously paid by Owen to Cardinal solely in reimbursement for Costs pur▇▇▇▇t to Section 7.2 of the Merger Agreement. (b) In the event COFI Cardinal exercises its rights under this Section 7, RCSB Owen shall, within ten 10 business days thereafter, pay the required amount to COFI amou▇▇ ▇o Cardinal by wire transfer of immediately available funds to an account designated by COFI Cardinal and COFI Cardinal shall surrender to RCSB Owen the Option and the certificates evidencing the shares of RCSB Common Owen Co▇▇▇▇ Stock purchased thereunder with respect to which COFI then Cardinal ▇▇▇n has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSBCardinal.

Repurchase. (a) Subject to Section 11(i), at At the written request of COFI Parent, at any time commencing upon during the occurrence ---------- Option Exercise Period and, if a Notice of a Purchase Event and ending 13 months immediately thereafter Exercise has been given but the related Closing has not occurred, during the period from the Notice Date to the Closing Date (the "Parent Repurchase Period"), RCSB (or any successor entity thereof) AmeriSource shall repurchase the Option from COFI Parent together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock Option Shares purchased by COFI Parent pursuant thereto with respect to which COFI Parent then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB AmeriSource Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB AmeriSource Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB AmeriSource Common Stock as reported by the NasdaqNYSE Composite Tape, the automated quotation system of the National Association of Securities Dealers, Inc.in each case, for any day within that portion of the Parent Repurchase Period which precedes the date COFI Parent gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof Purchase Price (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock Option Shares with respect to which the Option has not been exercisedexercised or has been exercised but the related Closing has not occurred, but only if the such Market/Tender Offer Price is greater than such exercise price; and (iiiii) The difference between greater of the Market/Tender Offer Price and the exercise price Purchase Price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the Option Shares acquired upon exercise of the Option, multiplied by the number of shares Option Shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise priceacquired. (b) In the event COFI Parent exercises its rights under this Section 7, RCSB AmeriSource shall, within ten 10 business days thereafter, pay the required amount to COFI Parent by wire transfer of immediately available funds to an account designated by COFI Parent and COFI Parent shall surrender to RCSB AmeriSource the Option and the certificates evidencing the shares of RCSB Common Stock purchased any Option Shares acquired thereunder with respect to which COFI Parent then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSBParent with the consent of AmeriSource which consent shall not be unreasonably withheld.

Repurchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), ING Group shall sell and transfer to the Company, and the Company shall purchase from ING Group, a number of shares of Common Stock (the “Repurchased Shares”) equal to (a) Subject to Section 11(i$600,000,000 divided by (b) the Per Share Purchase Price (defined below), at rounded down to the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per nearest whole share, provided, however, that if the "Per share Repurchase Price") equal number of Repurchased Shares as so calculated, when added to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid being sold by COFI for any shares of RCSB Common Stock purchased ING Group pursuant to the exercise Secondary Offering (without giving effect to a potential sale by ING Group of the Optionadditional shares of Common Stock pursuant to a “green shoe” election) is less than 45,617,374, multiplied by then the number of shares so purchased, but only if Repurchased Shares shall be reduced until the Market/Tender Offer Price is greater than such exercise price. number of Repurchased Shares does not exceed twenty-five percent (b25%) In of the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer aggregate number of immediately available funds to an account designated by COFI Repurchased Shares and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder being sold by ING Group in the Secondary Offering (without giving effect to a potential sale by ING Group of additional shares of Common Stock pursuant to a “green shoe” election). The price for each Repurchased Share will be the per share price to be paid by the underwriters to the Selling Stockholder in connection with respect the Secondary Offering, pursuant to that certain underwriting agreement (the “Underwriting Agreement”) to be entered into by and between ING Group and each of the underwriters party thereto (which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that price ING Group hereby represents to the same are free and clear Company is net of all liensunderwriting compensation, claimsdiscounts, charges, restrictions fees and encumbrances of any kind whatsoevercommissions payable by ING Group to the underwriters in connection with the Secondary Offering) (the “Per Share Purchase Price”). (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. Upon the exercise by any of the Existing Management of his rights under any of the Existing Management Option Agreements to receive Option Shares (a) Subject to Section 11(i"Repurchase Options"), the Company shall repurchase from the Purchaser, and the Purchaser hereby agrees to sell, transfer and deliver to the Company, the same number of shares of Common Stock, at the request a price of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter $.02 per share (the "Repurchase PeriodPrice"), RCSB (or any successor entity thereof) as are issued to the Existing Management as Option Shares. This repurchase right shall repurchase the Option from COFI together with all (but not less apply to no more than all, subject to Section 10) 6,470,929 shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Purchaser's Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the Repurchase Shares"ask" price per share of RCSB Common Stock reported by the Nasdaq), the automated quotation system of the National Association of Securities Dealersas adjusted for stock dividends, Inc.stock splits, reverse splits or combinations, recapitalizations or other similar events; provided, that such adjustment for any day within such event that portion would result in an increase of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which issued and outstanding shall only occur if both (i) the Repurchase Shares shall have received the benefit of any such event (except in the case of an issuance of shares under Section 7.04(c)) and (ii) the Existing Management Option Agreements shall have provided commensurate anti-dilution protection for the Option has not been exercisedShares to be issued thereunder; and provided, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for further, any shares of RCSB Common Stock purchased pursuant reverse split, recombination or other similar event that acts to the exercise of the Option, multiplied by reduce the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights Repurchase Shares available under this Section 7, RCSB shall, within ten business days thereafter, pay 7.04 shall so reduce the required amount to COFI by wire transfer number of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB such Repurchase Shares notwithstanding the effect such event has on the number of Option Shares issuable under the Existing Management Option Agreements. The Company and the certificates evidencing Purchaser agree that the shares intent of RCSB the preceding sentence is to ensure that no more than 18.8% of the Purchaser Common Stock purchased thereunder with respect shall constitute Repurchase Shares subject to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that repurchase by the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverCompany pursuant to this Section 7.04. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject At any time when the Option is exercisable pursuant to Section 11(i)3(a) hereof, at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (Holder, the "Repurchase Period"), RCSB Company (or any successor entity thereof) shall repurchase the Option (or any portion thereof) from COFI the Holder together with all (but not less than all, subject to Section 10) shares of RCSB any Company Common Stock Shares purchased by COFI the Holder pursuant thereto with respect to which COFI the Holder then beneficially owns and has Beneficial Ownershiprequested that the Company repurchase, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Company Common Stock Shares following the date hereof or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Company Common Stock Shares as reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., NYSE Composite Tape for any day within that portion of the Repurchase Period which precedes following the date COFI gives notice on which an Acquisition Proposal shall have been made, less in the case of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)each Option Share, multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise pricePrice. (b) In the event COFI Holder exercises its rights under this Section 78, RCSB the Company shall, within ten 10 business days thereafter, pay the required amount to COFI Holder by wire transfer of immediately available funds to an account designated by COFI Holder and COFI Holder shall surrender to RCSB the Company the Option and the any certificates evidencing the shares of RCSB Company Common Stock Shares purchased thereunder with respect to which COFI Holder then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverbeneficial ownership. (c) In determining The period for exercise of the Market/Tender Offer Pricerights provided under this Section 8 shall be extended: (i) to the extent necessary to obtain all regulatory approvals for the exercise of such rights, for the expiration of all statutory waiting periods, and to the extent required to obtain any required stockholder approval or until such stockholder approval is no longer required pursuant to the Company's certificate of incorporation; and (ii) to the extent necessary to avoid liability under Section 16(b) of the Exchange Act by reason of such exercise. (d) If within 12 months after the date the Merger Agreement was terminated pursuant to the terms thereof, neither the Holder nor any other person has acquired more than fifty percent of the issued and outstanding Company Common Shares, the value Company will then have the right to purchase (the "Repurchase Right") all, but not less than all, of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI the Company Common Shares acquired upon exercise of this Option of which the Holder is the beneficial owner on the date the Company gives written notice of its intention to exercise the Repurchase Right, at a price per share equal to the greater of the Option Price or the average of the closing price per Company Common Share on the NYSE Composite Tape for the five consecutive trading days ending on and reasonably acceptable including the trading date immediately prior to RCSBthe consummation of such repurchase of Company Common Shares.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of COFI at any time commencing upon its right, title, and interest in and to the occurrence applicable Sale Number (as defined below) of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (the “Repurchase Shares”) at each Closing (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing below). The “Sale Number” shall mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases or privately negotiated transactions from shareholders other than Seller (such shares are referred to which as the Option “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from January 2, 2025 through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has not been exercisedpaid, commencing January 2, 2025, an aggregate of $62,500,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases or privately negotiated transactions, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) June 30, 2025 but (in the case of this clause (iii)) only if the Market/Tender Offer Determination Date contemplated by clause (i) has not occurred prior to June 30, 2025. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is greater the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such exercise price; and Determination Date), the Company shall notify the Seller, in writing (iii) The difference between email being sufficient), of the Market/Tender Offer applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the exercise price paid by COFI for any shares applicable Aggregate Purchase Price, together with related calculations (including details of RCSB Common Stock purchased pursuant the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the exercise satisfaction of the Optionconditions and to the terms set forth in paragraph 1(b), multiplied by Seller agrees to transfer, assign, sell, convey and deliver the number applicable Sale Number of shares so purchasedRepurchase Shares to the Company, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing Company hereby agrees to purchase such Repurchase Shares from Seller at the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, applicable Weighted Average Per Share Purchase Price. The Company and COFI the Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverexecute a cross-receipt in mutually agreeable form at each Closing. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject If the Offering is consummated, Patina hereby agrees to Section 11(i)purchase from SOCO, and SOCO agrees to sell to Patina, all the Shares owned by SOCO at the request time of COFI the consummation of the Offering (the "Closing") except for (i) those Shares that are sold by SOCO to the underwriters at the Closing and (ii) the 70,000 Shares that SOCO is required to transfer to the Investors pursuant to the Stock Option Agreement (as amended) with such Investors. (b) (Section 2(b) has been left blank intentionally) (c) Any Shares required to be repurchased by Patina pursuant to this Section 2 shall be repurchased for a purchase price equal to the public offering price in the Offering less underwriters' discounts and commissions, in each case as shown on the cover page of the final prospectus for the Offering, but without any time commencing deduction for expenses (the "Net Offering Price"). (d) Notwithstanding the foregoing, upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period")First Reserve Funding Delay, RCSB (or any successor entity thereof) then Patina shall repurchase the Option from COFI together with all (but not less than all, subject be required to Section 10) shares purchase a number of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") Shares equal to the sum of:First Reserve Shares until the "Fund VII Amount" (as defined in the Stock Purchase Agreement) is funded by First Reserve Fund VII, Limited Partnership ("First Reserve") and Patina shall pay as additional consideration for the First Reserve Shares interest on the Fund VII Amount based upon the Applicable Rate, with interest accruing from the Closing Date until the receipt by SOCO of the Fund VII Amount. (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant term "Applicable Rate" shall mean an interest rate per annum equal to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and 1% plus (B) an interest rate per annum shown on page 3750 of the exercise price Dow ▇▇▇▇▇ & Company Telerate screen or any successor page as the composite offered rate for London interbank deposits with a period equal to one month as shown under the heading "USD", as of 11:00 A.M. (London time) on the day of the Closing; provided that the applicable rate determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant this definition shall be rounded to the exercise nearest whole multiple of the Option1/16 of 1% per annum, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price such rate is greater than not such exercise pricea multiple. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI Cardinal at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Cardinal Repurchase Period"), RCSB Pyxis (or any successor entity thereof) shall repurchase the Option from COFI Cardinal together with all (but not less than all, subject to Section 10) shares of RCSB Pyxis Common Stock purchased by COFI Cardinal pursuant thereto with respect to which COFI Cardinal then has Beneficial Ownership, at a price (when calculated on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Pyxis Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Pyxis Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Pyxis Common Stock reported by the NasdaqNasdaq National Market, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Cardinal Repurchase Period which precedes the date COFI Cardinal gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied mul- tiplied by the number of shares of RCSB Pyxis Common Stock with respect to which the Option has not been exercised, but only if the such Market/Tender Offer Price is greater than such exercise price; and; (ii) The exercise price paid by Cardinal for any shares of Pyxis Common Stock acquired pursuant to the Option; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Cardinal for any shares of RCSB Pyxis Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the such Market/Tender Offer Price is greater than such exercise price; and (iv) Cardinal's out-of-pocket expenses incurred in connection with pursuing the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees, up to but not in excess of an amount equal to $2 million in the aggregate, less any amounts previously paid by Pyxis to Cardinal solely in reimbursement for Costs pursuant to Section 7.2 of the Merger Agreement. (b) In the event COFI Cardinal exercises its rights under un- der this Section 7, RCSB Pyxis shall, within ten 10 business days thereafter, pay the required amount to COFI Cardinal by wire transfer of immediately available funds to an account designated by COFI Cardinal and COFI Cardinal shall surrender to RCSB Pyxis the Option and the certificates evidencing the shares of RCSB Pyxis Common Stock purchased thereunder with respect to which COFI Cardinal then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined de- termined by an independent nationally recognized investment banking firm selected by COFI Cardinal and reasonably acceptable to RCSBPyxis.

Repurchase. (a) Subject to Section 11(i), at At the request of COFI OVB at any time commencing upon immediately following the occurrence of a Purchase Repurchase Event (as defined below) and ending 13 months immediately thereafter upon the termination of this Agreement pursuant to the terms hereof (the "Repurchase Period"), RCSB (or any successor entity thereof) CFF shall repurchase the Option from COFI OVB together with all (but not less than all, subject to Section 10) any shares of RCSB CFF Common Stock purchased by COFI OVB pursuant thereto with respect to which COFI then has Beneficial Ownershipthereto, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (ia) The exercise price paid by COFI OVB for any shares of RCSB CFF Common Stock acquired pursuant to the Option; (iib) The difference between (A) the "Marketmarket/Tender Offer Pricetender offer" price for shares of RCSB CFF Common Stock (defined as the higher highest of (xi) the highest price per share at which a tender or exchange offer has been made made, (ii) the price per share, whether in cash or the value of securities or other property or a combination thereof, of CFF Common Stock to be paid by any third party pursuant to an agreement with CFF, or (iii) the highest reported sale price for shares of RCSB CFF Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes preceding the date COFI OVB gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6)hereof, multiplied by the number of shares of RCSB CFF Common Stock with respect to which the Option has not been exercised, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price; and; (iiic) The difference between the Marketmarket/Tender Offer Price tender offer price (as defined in Section 7(b) hereof) and the exercise price paid by COFI OVB for any shares of RCSB CFF Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Marketmarket/Tender Offer Price tender offer price is greater than such exercise price.; and (bd) OVB's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Reorganization Agreement, including, without limitation, legal, accounting, financial advisory and investment banking fees, except to the extent that such expenses have already been paid pursuant to Section 6.3 of the Reorganization Agreement. In the event COFI OVB exercises its rights under this Section 7right to require the repurchase of the Option, RCSB CFF shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of OVB in immediately available funds to an account designated by COFI and COFI OVB shall surrender to RCSB the Option to CFF and the certificates evidencing the shares of RCSB CFF Common Stock purchased thereunder thereunder; provided that if prior notification to or approval of the Federal Reserve Board or other regulatory agency is required in connection with respect to which COFI then has Beneficial Ownershipsuch purchase, CFF shall promptly file the required notice or application for approval and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that expeditiously process the same are free and clear the period of all liens, claims, charges, restrictions and encumbrances of time that otherwise would run pursuant to this sentence shall run instead from the date on which any kind whatsoeverrequired notification period has expired or been terminated. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. Subject to the terms and conditions of this Agreement, at the Closing Date (as defined below), Stockholder shall sell, transfer, assign and deliver to the Company, and the Company shall repurchase and acquire from Stockholder, [●] ([[●] the “Options” and] [●] collectively, the “Shares”). Subject to the conditions set forth in Section 2 of this Agreement, the Company shall pay, in accordance with Section 2 of this Agreement, out of funds legally available therefor (as determined on the applicable Consummation Date), the sum of One Dollar ($1) payable on the Closing Date (as defined below) plus an aggregate purchase price of (a) Subject to $[●] (in the case of Section 11(i2(b)) or (b) $[●] (in the case of Section 2(c)) (the “Purchase Price”), less all required tax withholdings or required tax deductions, if any (provided that any such withholdings or deductions are identified in writing by the Company to Stockholder at least ten business days prior to the request applicable payment of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (Price, along with reasonable supporting documentation regarding the "Repurchase Period"basis therefor), RCSB (or any successor entity thereof) shall repurchase to Stockholder in consideration for the Option from COFI together with all (but not less than allShares and Stockholder’s and [●]’s other agreements set forth herein, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownershipincluding, at a price (per sharewithout limitation, the "Per share release contained in Section 5 of this Agreement. The transactions contemplated by this Section 1 are referred to herein collectively as the “Repurchase.” The Repurchase Price") equal includes, and the Purchase Price encompasses, in addition to the sum of: (i) The exercise price paid Shares, any of the Company’s or Stable Road Acquisition Corp.’s securities beneficially owned by COFI for the Stockholder or [●] which are not expressly disclosed in this Agreement, including, without limitation, any shares of RCSB Common Stock acquired pursuant the Company’s or Stable Road Acquisition Corp’s capital stock or any options or other rights to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for purchase or receive shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender Company’s capital stock or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise priceStable Road Acquisition Corp’s capital stock. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), at the request of COFI the Parent given prior to an Exercise Termination Event, at any time commencing upon the occurrence of a Purchase Repurchase Event and ending 13 months immediately thereafter (the "Repurchase Period"as defined below), RCSB the Company (or any successor entity thereof) shall repurchase the Option from COFI the Parent together with all (but not less than all, subject to Section 10) shares of RCSB Company Common Stock purchased by COFI the Parent pursuant thereto with respect to which COFI the Parent then has Beneficial Ownership, at a price (on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of: : (i) The exercise price aggregate Purchase Price paid by COFI the Parent for any shares of RCSB Company Common Stock acquired pursuant to the Option; ; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Company Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Company Common Stock or (y) the highest closing mean of the "'bid" ' and the "'ask" ' price per share of RCSB Company Common Stock reported by on the Nasdaq, the automated quotation system of the Nasdaq National Association of Securities Dealers, Inc., Market for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Parent gives notice of the required repurchase under this Section 7) and (B) the exercise price Purchase Price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Company Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise pricePurchase Price; and and (iii) The difference between the Market/Tender Offer Price and the exercise price Purchase Price paid by COFI the Parent for any shares of RCSB Company Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise pricePurchase Price; provided, however, that if the sum of clauses (i), (ii) and (iii) is greater than an amount (the "Maximum Repurchase Price") equal to the sum of (x) $15,000,000 and (y) the amount set forth in (i) above, then such price shall be deemed to be the Maximum Repurchase Price for all purposes hereunder. (b) In the event COFI the Parent exercises its rights under this Section 7, RCSB the Company shall, within ten 10 business days thereafter, pay the required amount to COFI the Parent by wire transfer of immediately available funds to an account designated by COFI the Parent and COFI the Parent shall surrender to RCSB the Company the Option and the certificates evidencing the shares of RCSB Company Common Stock purchased thereunder with respect to which COFI the Parent then has Beneficial Ownership, and COFI the Parent shall warrant that it has sole record ownership and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI the Parent and reasonably acceptable to RCSBthe Company. (d) For purposes of this Section 7, a Repurchase Event shall be deemed to have occurred (i) upon the consummation of any merger, consolidation or similar transaction involving the Company or any purchase, lease or other acquisition of all or a substantial portion of the assets of the Company, other than any such transaction which would not constitute an Acquisition Transaction pursuant to the provisos to Section 3(b)(i) hereof or (ii) upon the acquisition by any person of beneficial ownership of 50% or more of the then outstanding shares of Company Common Stock, provided that no such event shall constitute a Repurchase Event unless an Extension Event shall have occurred prior to an Exercise Termination Event. The parties hereto agree that the Company's obligations to repurchase the Option or Option Shares under this Section 7 shall not terminate upon the occurrence of an Exercise Termination Event unless no Extension Event shall have occurred prior to the occurrence of an Exercise Termination Event. 8.

Repurchase. (a) Subject to Section 11(i), At any time after the occurrence of a Repurchase Event (as defined below) (i) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Option Repurchase Price") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the owner of Option Shares from time to time (the "Market/Tender Offer Price" for shares Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of RCSB Common Stock (defined the Option Shares from the Owner as the higher Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (xi) the highest price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to any agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or business operations, the sum of the net price paid in such sale for such assets or business operations and (B) the exercise price current market value of the remaining assets or business operations of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request of COFI at any time commencing upon Company hereby agrees to purchase from each Underwriter, and each Underwriter, severally and not jointly, hereby agrees to sell to the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial OwnershipCompany, at a per share purchase price (per share, the "Per share for each Repurchase Price") Share equal to the sum ofper share price at which the Underwriters purchase the Underwritten Shares from the Selling Stockholders in the Public Offering (the “Per Share Purchase Price”), the number of Repurchase Shares (to be adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying the aggregate number of Repurchase Shares to be purchased by the Company by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 to the Underwriting Agreement and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders pursuant to the Underwriting Agreement. Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares to be purchased by the Company (the “Aggregate Purchase Price”) is greater than $[•] million, the aggregate number of Repurchase Shares shall be reduced to be equal to (i) $[•] million divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. (b) The obligation of the Company to purchase and the obligations of the several Underwriters to sell the Repurchase Shares in the Repurchase shall be subject to: (i) The exercise price paid the execution of the Underwriting Agreement by COFI for any shares the Company and the Representatives, on behalf of RCSB Common Stock acquired the Underwriters, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to the Optionterms of the Underwriting Agreement no later than 15 business days from the date hereof; (ii) The difference between (A) the "Market/Tender Offer Price" for shares aggregate number of RCSB Common Stock (defined as Repurchase Shares purchased by the higher of (x) Underwriters from the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) Selling Stockholders pursuant to the highest closing mean terms of the "bid" Underwriting Agreement and the "ask" price per share of RCSB Common Stock reported received by the Nasdaq, Underwriters at Closing being no less than the automated quotation system aggregate number of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant Shares to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied be purchased by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise priceCompany hereunder; and (iii) The difference between the Market/Tender Offer Price receipt on or before the date of this Agreement and at closing by the exercise price paid by COFI for any shares Company of RCSB Common Stock purchased pursuant surplus and solvency opinions, in form substantially similar to the exercise form previously provided to the Representatives, from Duff & ▇▇▇▇▇▇, LLC stating that (a) the fair value of the Option, multiplied by assets of the number Company on a consolidated basis will exceed the liabilities of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. Company on a consolidated basis; (b) In the event COFI exercises Company should be able to pay its rights under this Section 7debts as they become due in the usual course of its business; (c) the Company will not have unreasonably small capital for the business in which the Company is engaged, RCSB shall, within ten as management of the Company has indicated the Company’s business days thereafter, pay is now conducted and as management of the required amount Company has indicated that it intends to COFI by wire transfer engage following the consummation of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option Repurchase and the certificates evidencing Public Offering; and (d) the shares fair value of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownershipthe assets of the Company on a consolidated basis will exceed the sum of its liabilities on a consolidated basis, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoevertotal capital. (c) In determining The closing of the Market/Tender Offer PriceRepurchase (the “Closing”) shall take place simultaneously with the closing of the Public Offering at the offices of ▇▇▇▇▇▇ LLP, counsel for the value of any consideration Underwriters, or at such other than cash time and place as may be agreed upon by the Company and the Representatives. Payment for the Repurchase Shares shall be determined made by an independent nationally recognized investment banking firm selected wire transfer in immediately available funds to the accounts specified by COFI the Representatives, with any transfer taxes payable in connection with the sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be made against delivery to the Company of the Repurchase Shares through the facilities of The Depository Trust Company (“DTC”), or as may be agreed upon by the Company and reasonably acceptable to RCSBthe Representatives.

Repurchase. (a) Subject to At any time after the occurrence of a Repurchase Event (as defined in Section 11(i7(d)), (1) at the request of COFI at any time commencing upon the occurrence of a Purchase Holder, delivered prior to an Exercise Termination Event and ending 13 months immediately thereafter (the "Repurchase Period"or such later period as provided in Section 10), RCSB Issuer (or any successor entity thereofthereto) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, the Holder at a price (per share, the "Per share Option Repurchase Price") equal to the sum of: (i) The exercise price paid amount by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (2) at the request of any present or former Holder who at the time owns Option Shares (each, the "Market/Tender Offer Price" for shares Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of RCSB Common Stock (defined the Option Shares from the Owner as the higher Owner shall designate at a price (the "Option Share Repurchase Price") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (xi) the highest price per share of Common Stock at which a tender or exchange offer therefor has been made for shares made, (ii) the price per share of RCSB Common Stock or to be paid by any third party pursuant to an agreement with Issuer, (yiii) the highest closing mean price for shares of the "bid" and the "ask" price per share of RCSB Common Stock reported by within the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes six-month period immediately preceding the date COFI the Holder gives notice of the required repurchase under of this Section 7Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets and/or deposits, the sum of the price paid in such sale for such assets and/or deposits and (B) the exercise price current market value of the remaining assets and/or deposits of Issuer as determined pursuant by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Section 2 hereof (subject to adjustment as provided in Section 6)Issuer, multiplied divided by the number of shares of RCSB Common Stock with respect to which of Issuer outstanding at the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership time of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) sale. In determining the Marketmarket/Tender Offer Priceoffer price, the value of any consideration other than cash shall be determined by an independent a nationally recognized investment banking firm selected by COFI the Holder or the Owner, as the case may be, and reasonably acceptable to RCSBIssuer.

Repurchase. (a) Subject The Issued Shares shall be subject to Section 11(i), at the request of COFI at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all right (but not less than all, subject to Section 10an obligation) shares of RCSB Common Stock purchased repurchase by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at the Company upon a price (per shareTermination Event, the "Per share Repurchase Price") equal to the sum of: Participant's Bankruptcy or a Permitted Transferee's Bankruptcy (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between Permitted Transferee then holds the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise priceIssued Shares). (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer The right of immediately available funds to an account designated by COFI and COFI repurchase shall surrender to RCSB the Option and the certificates evidencing the shares of RCSB Common Stock purchased thereunder be exercisable with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that any Issued Shares at any time before the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeversix-month period immediately following a Termination Event. (c) The right of repurchase shall terminate with respect to any Issued Shares upon the first date on which such Issued Share does not constitute a Restricted Share under the terms of this Agreement. (d) If the Company exercises the right of repurchase, it shall pay the Participant an amount equal to the Per Share Option Exercise Price for each of the Restricted Shares being repurchased. (e) The right of repurchase shall be exercisable only by written notice delivered to the Participant prior to the expiration of the six month period specified in Section 6(b) above. The notice shall set forth the date, which shall be not more than thirty (30) days after the date of such notice, on which the repurchase is to be effected. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Participant the repurchase price as described in Section 6(d) above. Payment shall be made, at the discretion of the Company, in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Participant in the purchase of the Restricted Shares issued hereunder (f) In determining the Market/Tender Offer Priceevent of the declaration of a stock dividend, the value declaration of an extraordinary dividend payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company's outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to any Issued Shares, or into which such Issued Shares thereby become convertible, shall immediately be subject to the right of repurchase provided for in this Section 6. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of the shares of Common Stock issued hereunder. Appropriate adjustments shall also, after each such transaction, be made to the price per share to be paid upon the exercise of the right of repurchase in order to reflect any change in the Company's outstanding securities effected without receipt of consideration therefor; provided, however, that the aggregate purchase price payable for the Issued Shares shall remain the same. (g) If the Company makes available, at the time and place and in the amount and form provided in the notice referred to in Section 6(e) hereof, the consideration for the Restricted Shares to be repurchased in accordance with such notice, then after such time the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such Restricted Shares (other than the right to receive payment of such consideration in accordance with such notice). Such Restricted Shares shall be deemed to have been repurchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by such notice. (h) Upon issuance, the certificates for the Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of the notice referred to in Section 6(e) hereof. Any new, substituted or additional securities or other property described in Section 6 above shall immediately be delivered to the Company to be held in escrow, but only to the extent the shares are at the time Restricted Shares. All regular cash dividends on Restricted Shares (or other securities at the time held in escrow) shall be paid directly to the Participant and shall not be held in escrow. Restricted Shares, together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company for repurchase and cancellation upon the Company's exercise of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable right of repurchase hereunder or (ii) released to RCSBthe Participant upon the Participant's request to the extent such Restricted Shares become Unrestricted Shares.

Repurchase. (a) Subject At the Closing, subject to Section 11(i)the terms and conditions set forth in this Agreement, at (i) the request Company shall purchase from each Selling Securityholder whose name appears on Schedule I hereto, and such Selling Securityholder shall sell to the Company, the number of COFI at any time commencing upon the occurrence outstanding shares of Common Stock owned by such Selling Securityholder set forth opposite such Selling Securityholder's name on Schedule I hereto for a Purchase Event and ending 13 months immediately thereafter purchase price of $91.50 per share in cash (the "Repurchase PeriodPrice"), RCSB and (or any successor entity thereofii) such Selling Securityholder shall repurchase surrender to the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased Company for cancellation the Options held by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") such Selling Securityholder listed opposite such Selling Securityholder's name on Schedule II hereto for consideration payable in cash in an amount equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher product of (x) the highest excess of the Repurchase Price over the exercise price per share at which a tender or exchange offer has been made with respect to each such Option (for shares each share of RCSB Common Stock or subject to such Option, the "Option Consideration") and (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect to for which such Option is exercisable. The surrender of an Option for cancellation in exchange for the Option has not been exercised, but only if Consideration shall constitute a release of any and all rights the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased pursuant to the exercise of holder had or may have had in the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In At the Closing, subject to the terms and conditions set forth in this Agreement, the Company shall repurchase from Odyssey Partners, L.P. ("Odyssey"), and Odyssey shall sell to the Company, 2,907,200 shares of Common Stock, or such lesser number of shares of Common Stock (which in no event COFI exercises its rights under shall be less than 2,886,101 shares of Common Stock) that will cause there to be 163,935 shares of Common Stock in the aggregate held by the Selling Securityholders and Non-Original Stockholders (as defined in Section 1.2(c) hereof) after giving effect to the purchases and sales of shares of Common Stock pursuant to Section 1.2(a), the Additional Offers (as defined in Section 1.2(c) hereof) and the foregoing provisions of this Section 71.2(b), RCSB shall, within ten business days thereafter, pay for a purchase price per share in cash equal to the Repurchase Price; PROVIDED that the Company shall provide Odyssey written notice prior to the Closing Date if Odyssey is required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing the sell less than 2,907,234 shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverStock. (c) In determining (i) Promptly following the Market/Tender Offer Pricedate of this Agreement, the value Company shall prepare and deliver a notice (an "Offer Notice") to each stockholder of the Company who is not an original party to this Agreement (a "Non-Original Stockholder") informing such Non-Original Stockholder of the transactions contemplated hereby and of the Company's offer (collectively, the "Additional Offers") to repurchase any or all of such Non-Original Stockholder's shares of Common Stock, subject to the terms and conditions set forth in this Agreement and the Offer Notice, for a purchase price per share in cash equal to the Repurchase Price and, to the extent applicable, to cancel such Non-Original Stockholder's Options on the same terms as those provided in clause (ii) of Section 1.2(a) hereof, and containing such additional financial and other information as the Company shall determine to be appropriate so that such Offer Notice, as of its date, shall not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Prior to delivering the Offer Notice to any Non-Original Stockholder, the Company shall furnish a copy thereof to the Investors, shall provide the Investors a reasonable opportunity to review such Offer Notice and shall give reasonable consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSBany comments the Investors may make with respect thereto.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of COFI at any time commencing upon its right, title, and interest in and to the occurrence applicable Sale Number (as defined below) of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial Ownership, at a price (per share, the "Per share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI for any shares of RCSB Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (the “Repurchase Shares”) at each Closing (as defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing below). The “Sale Number” shall mean of the "bid" and the "ask" price per share of RCSB Common Stock reported by the Nasdaq, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Common Stock with respect acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases or privately negotiated transactions from shareholders other than Seller (such shares are referred to which as the Option “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from July 1, 2024 through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has not been exercisedpaid, commencing July 1, 2024, an aggregate of $62,500,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases or privately negotiated transactions, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) December 31, 2024 but (in the case of this clause (iii)) only if the Market/Tender Offer Determination Date contemplated by clause (i) has not occurred prior to December 31, 2024. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is greater the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such exercise price; and Determination Date), the Company shall notify the Seller, in writing (iii) The difference between email being sufficient), of the Market/Tender Offer applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the exercise price paid by COFI for any shares applicable Aggregate Purchase Price, together with related calculations (including details of RCSB Common Stock purchased pursuant the corresponding purchases of Public Shares). At each Closing (as defined below), subject to the exercise satisfaction of the Optionconditions and to the terms set forth in paragraph 1(b), multiplied by Seller agrees to transfer, assign, sell, convey and deliver the number applicable Sale Number of shares so purchasedRepurchase Shares to the Company, but only if the Market/Tender Offer Price is greater than such exercise price. (b) In the event COFI exercises its rights under this Section 7, RCSB shall, within ten business days thereafter, pay the required amount to COFI by wire transfer of immediately available funds to an account designated by COFI and COFI shall surrender to RCSB the Option and the certificates evidencing Company hereby agrees to purchase such Repurchase Shares from Seller at the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, applicable Weighted Average Per Share Purchase Price. The Company and COFI the Seller shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverexecute a cross-receipt in mutually agreeable form at each Closing. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i)the satisfaction of the conditions and to the terms set forth in paragraph 1(b) below, at the request of COFI at any time commencing upon Company hereby agrees to purchase from the occurrence of a Purchase Event Underwriter, and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB (or any successor entity thereof) shall repurchase Underwriter hereby agrees to sell to the Option from COFI together with all (but not less than all, subject to Section 10) shares of RCSB Common Stock purchased by COFI pursuant thereto with respect to which COFI then has Beneficial OwnershipCompany, at a per share purchase price (per share, the "Per share for each Repurchase Price") Share equal to the sum of:per share price at which the Underwriter purchases the Underwritten Shares from the Selling Shareholders in the Public Offering (the “Per Share Purchase Price”), the Repurchase Shares. (b) (i) The exercise price paid obligations of the Company and the Underwriter to consummate the transactions contemplated by COFI for any shares of RCSB Common Stock acquired pursuant this Agreement shall be subject to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Common Stock or (y) the highest closing mean execution of the "bid" and the "ask" price per share of RCSB Common Stock reported Underwriting Agreement by the Nasdaqparties thereto, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI gives notice of the required repurchase under this Section 7) and (B) the exercise price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by closing of the number of shares of RCSB Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI for any shares of RCSB Common Stock purchased Public Offering pursuant to the exercise terms of the Option, multiplied Underwriting Agreement no later than 10 business days after the date hereof; and (ii) the obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the receipt by the number Special Committee of shares so purchaseda fairness opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisors, but only if Inc. contemporaneously with the Market/Tender Offer Price execution of the Underwriting Agreement, stating to the effect that the consideration to be paid by the Company to the Underwriter for the Repurchase Shares pursuant to this Agreement is greater than such exercise pricefair to the Company from a financial point of view; the parties hereto hereby acknowledging that, simultaneously with the execution of this Agreement, the Underwriting Agreement has been executed by the parties thereto and the required fairness opinion has been received by the Special Committee and, accordingly, the conditions in paragraph 1(b)(i)(A) and 1(b)(ii) have been satisfied. (bc) In The closing of the event COFI exercises its rights under this Section 7Repurchase (the “Closing”) shall take place simultaneously with the closing of the Public Offering at the offices of Fried, RCSB shallFrank, within ten business days thereafterHarris, pay ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the required amount to COFI Company and the Underwriter. Payment for the Repurchase Shares shall be made by wire transfer of immediately available funds to the account specified by the Underwriter in an account designated amount equal to the Per Share Purchase Price multiplied by COFI and COFI the number of Repurchase Shares being sold to the Company, with any transfer taxes payable in connection with the sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall surrender be made against delivery to RCSB the Option Company of the Repurchase Shares through the facilities of The Depository Trust Company (“DTC”), or as may be agreed upon by the Company and the certificates evidencing the shares of RCSB Common Stock purchased thereunder with respect to which COFI then has Beneficial Ownership, and COFI shall warrant that it has sole record and Beneficial Ownership of such certificates and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoeverUnderwriter. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI and reasonably acceptable to RCSB.

Repurchase. (a) Subject to Section 11(i), at the request of COFI Buyer at any time commencing upon the occurrence of a Purchase Pur- chase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB Seller (or any successor entity thereof) shall repurchase the Option from COFI Buyer together with all (but not less than all, subject to Section 10) shares of RCSB Seller Common Stock purchased by COFI Buyer pursuant thereto with respect to which COFI Buyer then has Beneficial Ownership, at a price (per share, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Seller Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Seller Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Seller Common Stock reported by the NasdaqNASDAQ, the automated quotation system of the National Association of Securities Securi- ties Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI Buyer gives notice of the required repurchase under this Section Sec- tion 7) and (B) the exercise price as determined pursuant pursu- ant to Section 2 hereof (subject to adjustment as provided pro- vided in Section 6), multiplied by the number of shares of RCSB Seller Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; and; (iii) The difference between the Market/Tender Offer Price and the exercise price paid by COFI Buyer for any shares of RCSB Seller Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise price; and (iv) Buyer's reasonable out-of-pocket expenses in- curred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees. (b) In the event COFI Buyer exercises its rights under this Section 7, RCSB Seller shall, within ten 10 business days thereafterthere- after, pay the required amount to COFI Buyer by wire transfer of immediately available funds to an account designated by COFI Buyer and COFI Buyer shall surrender to RCSB Seller the Option and the certificates cer- tificates evidencing the shares of RCSB Seller Common Stock purchased pur- chased thereunder with respect to which COFI Buyer then has Beneficial Ben- eficial Ownership, and COFI Buyer shall warrant that it has sole record and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions re- strictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined de- termined by an independent nationally recognized investment banking firm selected by COFI Buyer and reasonably acceptable to RCSBSeller.

Repurchase. (a) Subject to Section 11(i), at the request of COFI Commercial at any time commencing upon the occurrence of a Purchase Event and ending 13 months immediately thereafter (the "Repurchase Period"), RCSB Bancorp (or any successor entity thereof) shall repurchase the Option from COFI Commercial together with all (but not less than all, subject to Section 10) shares of RCSB Bancorp Common Stock purchased by COFI Commercial pursuant thereto with respect to which COFI Commercial then has Beneficial Ownership, at a price (on a per shareshare basis, the "Per share Share Repurchase Price") equal to the sum of: (i) The exercise price aggregate Purchase Price paid by COFI Commercial for any shares of RCSB Bancorp Common Stock acquired pursuant to the Option; (ii) The difference between (A) the "Market/Tender Offer Price" for shares of RCSB Bancorp Common Stock (defined as the higher of (x) the highest price per share at which a tender or exchange offer has been made for shares of RCSB Bancorp Common Stock or (y) the highest closing mean of the "bid" and the "ask" price per share of RCSB Bancorp Common Stock reported by the NasdaqNASDAQ, the automated quotation system of the National Association of Securities Dealers, Inc., for any day within that portion of the Repurchase Period which precedes the date COFI Commercial gives notice of the required repurchase under this Section 7) and (B) the exercise price Purchase Price as determined pursuant to Section 2 hereof (subject to adjustment as provided in Section 6), multiplied by the number of shares of RCSB Bancorp Common Stock with respect to which the Option has not been exercised, but only if the Market/Tender Offer Price is greater than such exercise price; andPurchase Price; (iii) The difference between the Market/Tender Offer Price and the exercise price Purchase Price paid by COFI Commercial for any shares of RCSB Bancorp Common Stock purchased pursuant to the exercise of the Option, multiplied by the number of shares so purchased, but only if the Market/Tender Offer Price is greater than such exercise pricePurchase Price; and (iv) Commercial's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by the Merger Agreement, including, without limitation, legal, accounting and investment banking fees; provided, however, that if such price is greater than an amount (the "Maximum Repurchase Price") equal to the sum of (x) $20,000,000 and (y) the amount set forth in (i) above, then such price shall be deemed to be the Maximum Repurchase Price for all purposes hereunder. (b) In the event COFI Commercial exercises its rights under this Section 7, RCSB Bancorp shall, within ten business days 10 Business Days thereafter, pay the required amount to COFI Commercial by wire transfer of immediately available funds to an account designated by COFI Commercial and COFI Commercial shall surrender to RCSB Bancorp the Option and the certificates evidencing the shares of RCSB Bancorp Common Stock purchased thereunder with respect to which COFI Commercial then has Beneficial Ben- eficial Ownership, and COFI Commercial shall warrant that it has sole record and Beneficial Ownership of such certificates shares and that the same are free and clear of all liens, claims, charges, restrictions and encumbrances of any kind whatsoever. (c) In determining the Market/Tender Offer Price, the value of any consideration other than cash shall be determined by an independent nationally recognized investment banking firm selected by COFI Commercial and reasonably acceptable to RCSBBancorp.