Common use of Access, Information and Confidentiality Clause in Contracts

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor and its Affiliates and, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the Investor, in the aggregate represent less than 2.0% of all of the outstanding Common Stock (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Investor are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock, shall be included in the numerator, (ii) the shares described in clause (i) and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities in accordance with Section 5.12 shall be excluded from the denominator), the Company will ensure that upon reasonable notice, and in such a manner as not to interfere unreasonably with the conduct of the business of the Company the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter (i) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii) reasonable opportunities to routinely consult with the management of the Company and its subsidiaries on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information unless the Investor shall have specifically requested such disclosure in writing from the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when the shares of Common Stock Shares owned by the Investor and its Affiliates and, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the Investor, in the aggregate represent less than 2.0% two percent (2%) of all of the outstanding Common Stock Shares (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Investor are directly or indirectly convertible or exercisableconvertible, which, for the avoidance of doubt, shall include those shares of Common Stock Shares issuable upon the conversion of shares of the Series B Preferred StockShares to be issued hereunder, shall be included in both the numerator, (ii) the shares described in clause (i) numerator and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities Securities issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities the Unsubscribed Shares in accordance with Section 5.12 5.14 and 1.2(a) shall be excluded from the denominator), the Company will ensure that upon reasonable notice, and in such a manner as not to interfere unreasonably with the conduct of the business of the Company Company, the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, Investor and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter (i1) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii2) reasonable opportunities to routinely consult with the management of the Company and its subsidiaries subsidiaries, which shall not be more frequently than once per calendar quarter, on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information (other than as disclosed to the Board Representative or the Board Observer, as the case may be and as applicable) unless the Investor shall have specifically requested such disclosure in writing from the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, approval or request for information or similar process, or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor and its Affiliates and, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the Investor, in the aggregate represent less than 2.02% of all of the outstanding Common Stock Shares (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Investor are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Non-Voting Common Stock which itself is issuable upon conversion of shares of Series B Preferred StockStock to be issued hereunder, upon exercise of the Warrants, pursuant to the Other Securities Purchase Agreements or upon exercise of the Other Warrants, shall be included in both the numerator, (ii) the shares described in clause (i) numerator and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities Securities issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities Securities in accordance with Section 5.12 5.14 shall be excluded from the denominator), the Company will ensure that upon reasonable notice, and in such a manner as not to interfere unreasonably with the conduct of the business of the Company the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter (i) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii) reasonable opportunities to routinely consult with the management of the Company and its subsidiaries subsidiaries, which shall not be more frequently than once per calendar quarter, on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information (other than as disclosed to the Board Representative or Observer, as the case may be and as applicable) unless the Investor shall have specifically requested such disclosure in writing from the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

Access, Information and Confidentiality. (a) From So long as the date of this AgreementLead Investor, until the date when the shares of Common Stock owned by the Investor and together with its Affiliates and, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the InvestorAffiliates, in the aggregate represent less than 2.0owns 4.9% or more of all of the outstanding shares of Common Stock (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Lead Investor are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock, Series B Preferred Stock, the Non-Voting Common Stock and/or the exercise of the Warrants, shall be included in both the numerator, (ii) the shares described in clause (i) numerator and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities Common Stock issued by the Company after the Closing Date other than shall be included in connection with the denominator except for any shares of Common Stock issued in an issuance offering in which the Lead Investor (or a permitted assignee under Section 6.84) was not offered the right to purchase its pro rata portion of such securities Common Stock in accordance with violation of Section 5.12 shall be excluded from 1(d)) (the denominator“Qualifying Ownership Interest”), and subject to the confidentiality provision of Section 6(c) of the Agreement, the Company will ensure that (i) permit the Lead Investor to visit and inspect, at the Lead Investor’s expense, the properties of the Company and Company Subsidiaries, to examine the corporate books and to discuss the affairs, finances and accounts of the Company and Company Subsidiaries with personnel of the Company, all upon reasonable noticenotice and at such reasonable times and as often as the Lead Investor may reasonably request, and (ii) make appropriate officers of the Company and Company Subsidiaries available periodically and at such times as reasonably requested by the Lead Investor for consultation with the Lead Investor or its designated representative with respect to matters relating to the business and affairs of the Company and Company Subsidiaries. Any investigation pursuant to this Section 1(a) shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company Company, and nothing herein shall require the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter (i) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii) reasonable opportunities to routinely consult with the management of the or any Company and its subsidiaries on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information unless the Investor shall have specifically requested such disclosure in writing from the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled Subsidiary to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and (x) prohibited by applicable law or regulation, (y) that the Company reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and believes to be competitively sensitive proprietary information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) (except to the extent the Lead Investor provides assurances reasonably acceptable to the Company that such information can shall not be shown to have been (1) previously known used by such party on a nonconfidential basis, (2) in the public domain through no fault of such partyLead Investor or its Affiliates to compete with the Company and Company Subsidiaries), or (3z) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality disclosure would reasonably be expected to cause a loss of the Information and, attorney-client privilege to the extent permitted aboveCompany or any Company Subsidiary (provided, that, the Company shall use commercially reasonable efforts to bank regulatory authoritiesmake appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (a) apply). In addition to the Lead Investor’s rights pursuant to Section 2 of this letter agreement and subject to the foregoing limitations, the Lead Investor shall have the right to receive all materials delivered to the Board of Directors and all committees thereof (other than matters pertaining to the Lead Investor or which would constitute confidential supervisory information within the meaning of 12 C.F.R. Part 261) as long as the Lead Investor is entitled to a Board Representative or Observer in accordance with Section 2 of this letter agreement.

Access, Information and Confidentiality. (a) From So long as the date of this AgreementLead Investor, until the date when the shares of Common Stock owned by the Investor and together with its Affiliates and, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the InvestorAffiliates, in the aggregate represent less than 2.0owns 4.9% or more of all of the outstanding shares of Common Stock (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Lead Investor are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock, Series B Preferred Stock, the Non-Voting Common Stock and/or the exercise of the Warrants, shall be included in both the numerator, (ii) the shares described in clause (i) numerator and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities Common Stock issued by the Company after the Closing Date other than shall be included in connection with the denominator except for any shares of Common Stock issued in an issuance offering in which the Lead Investor (or a permitted assignee under Section 6.84) was not offered the right to purchase its pro rata portion of such securities Common Stock in accordance with violation of Section 5.12 shall be excluded from 1(d)) (the denominator“Qualifying Ownership Interest”), and subject to the confidentiality provision of Section 6(c) of the Agreement, the Company will ensure that (i) permit the Lead Investor to visit and inspect, at the Lead Investor’s expense, the properties of the Company and Company Subsidiaries, to examine the corporate books and to discuss the affairs, finances and accounts of the Company and Company Subsidiaries with personnel of the Company, all upon reasonable noticenotice and at such reasonable times and as often as the Lead Investor may reasonably request, and (ii) make appropriate officers of the Company and Company Subsidiaries available periodically and at such times as reasonably requested by the Lead Investor for consultation with the Lead Investor or its designated representative with respect to matters relating to the business and affairs of the Company and Company Subsidiaries. Any investigation pursuant to this Section 1(a) shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company Company, and nothing herein shall require the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter (i) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii) reasonable opportunities to routinely consult with the management of the or any Company and its subsidiaries on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information unless the Investor shall have specifically requested such disclosure in writing from the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled Subsidiary to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and (x) prohibited by applicable law or regulation, (y) that the Company reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and believes to be competitively sensitive proprietary information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) (except to the extent the Lead Investor provides assurances reasonably acceptable to the Company that such information can shall not be shown to have been (1) previously known used by such party on a nonconfidential basis, (2) in the public domain through no fault of such partyLead Investor or its Affiliates to compete with the Company and Company Subsidiaries), or (3z) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality disclosure would reasonably be expected to cause a loss of the Information and, attorney-client privilege to the extent permitted aboveCompany or any Company Subsidiary (provided, that, the Company shall use commercially reasonable efforts to bank regulatory authorities.make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (a) apply). In addition to the Lead Investor’s rights pursuant to Section 2 of this letter agreement and subject to the foregoing limitations, the Lead Investor shall have the right to receive all materials delivered to the Board of Directors and all committees thereof (other than matters pertaining to the Lead Investor or which would constitute confidential supervisory information within the meaning of 12 C.F.R. Part 261) as long as the Lead Investor is entitled to a Board Representative or Observer in accordance with Section 2 of this letter agreement.(b)

Access, Information and Confidentiality. (a) From the date of this Agreement, Agreement until the date when the shares of Common Stock Shares owned by the Investor and its Affiliates and, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the Investor, in the aggregate represent less than 2.0% two percent (2%) of all of the outstanding Common Stock Shares (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Investor are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock, shall be included in the numerator, (ii) the shares described in clause (i) and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities Shares issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities the Unsubscribed Shares in accordance with Section 5.12 5.14 and 1.2(a) shall be excluded from the denominator), the Company will ensure that upon reasonable notice, and in such a manner as not to interfere unreasonably with the conduct of the business of the Company Company, the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, Investor and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter (i1) such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request and (ii2) reasonable opportunities to routinely consult with the management of the Company and its subsidiaries subsidiaries, which shall not be more frequently than once per calendar quarter, on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information (other than as disclosed to the Board Representative or the Board Observer, as the case may be and as applicable) unless the Investor shall have specifically requested such disclosure in writing from the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, consultants and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, approval or request for information or similar process, or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, party or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, consultants and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

Access, Information and Confidentiality. (a) From the date of this Agreement, until the date when the shares of Common Stock owned by the Investor and its Affiliates and, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the Investor, in the aggregate represent less than 2.05% of all of the outstanding Common Stock Shares (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Investor are directly or indirectly convertible or exercisable, which, for the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion exercise of shares of Series B Preferred Stockthe Warrants, shall be included in both the numerator, (ii) the shares described in clause (i) numerator and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities Common Shares issued by the Company after the Closing Date other than in connection with an issuance in which the Investor (or a permitted assignee under Section 6.8) was offered the right to purchase its pro rata portion of such securities Common Shares in accordance with Section 5.12 5.14 shall be excluded from the denominator), the Company will ensure that upon reasonable notice, and in such a manner as not to interfere unreasonably with the conduct of the business of the Company the Company and its subsidiaries will afford to the Investor and its representatives (including employees of the Investor, and counsel, accountants, financial and investment banking advisors and other professionals retained by the Investor) once per calendar quarter [(i) )] such access during normal business hours to its books, records, properties and personnel and to such other information as the Investor may reasonably request request[, and (ii) reasonable opportunities to routinely consult with the management of the Company and its subsidiaries subsidiaries, which the parties expect would not be more frequently than once per calendar quarter on matters relating to the operation of the Company. The Company agrees to consider, in good faith, the recommendations of the Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. Company].4 Notwithstanding anything in this Agreement to the contrary, at no time will the Company provide to the Investor any material non-public information (other than as disclosed to the Board Representative or Observer, as the case may be and as applicable) unless the Investor shall have specifically requested such disclosure in writing from the Company. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) (except to the extent that such information can be 4 [Included in the Agreement of two Investors.] shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

Access, Information and Confidentiality. (ai) From the date The provisions of this AgreementArticle IV(i) shall apply, (x) with respect to the Investor, from the Signing Date until the date when the shares Investor or one of Common Stock owned by its Affiliates no longer owns, directly or indirectly, any Subordinated Debt and (y) with respect to the Inspector General of the Treasury and the Comptroller General of the United States, from and after the Signing Date but, after the date when the Investor and or one of its Affiliates andno longer owns, for purposes of this Section 3.3, persons who share a common discretionary investment advisor with the Investor, in the aggregate represent less than 2.0% of all of the outstanding Common Stock (provided that, in making such calculation, (i) all shares of Common Stock into or for which shares of any securities owned by the Investor are directly or indirectly convertible or exercisableindirectly, whichany Subordinated Debt, for only with respect to the avoidance of doubt, shall include those shares of Common Stock issuable upon the conversion of shares of Series B Preferred Stock, shall be included in the numerator, (ii) the shares described in clause (i) and all such shares owned by or attributed to Other Investors shall be included in the denominator, and (iii) all securities issued by the Company after the Closing Date other than in connection with an issuance period in which the Investor or one of its Affiliates directly or indirectly owned any Subordinated Debt. Subject to the foregoing, the Recipient will permit, and shall cause each of the Recipient Subsidiaries to permit, the Investor, the Inspector General of the Treasury and the Comptroller General of the United States and their respective agents, consultants, contractors and advisors to (or a permitted assignee under Section 6.8x) was offered the right to purchase its pro rata portion of such securities in accordance with Section 5.12 shall be excluded from the denominatorexamine any books, papers, records, Tax returns (including all schedules and attachments thereto), data and other information, (y) make copies thereof and (z) discuss the Company will ensure that affairs, finances and accounts of the Recipient and the Recipient Subsidiaries with the personnel (including the principal officers) of the Recipient and the Recipient Subsidiaries, all upon reasonable notice, provided, that: (A) any examinations and discussions pursuant to this Article IV(i) shall be conducted during normal business hours and in such a manner as not to interfere unreasonably with the conduct of the business of the Company Recipient and the Company and its subsidiaries will afford Recipient Subsidiaries; (B) neither the Recipient nor any Recipient Subsidiary shall be required by this Article IV(i) to disclose any information to the Investor and its representatives extent (x) prohibited by applicable law or regulation (including employees laws and regulations relating to the use or disclosure of confidential supervisory information), or (y) that such disclosure would reasonably be expected to cause a violation of any agreement to which the Recipient or any Recipient Subsidiary is a party or would cause a risk of a loss of privilege to the Recipient or any Recipient Subsidiary (provided that the Recipient shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances where the restrictions in this clause (B) apply); (C) the obligations of the InvestorRecipient and the Recipient Subsidiaries to disclose information pursuant to this Article IV(i) to the Inspector General of the Treasury, the Comptroller General of the United States and counseltheir respective agents, accountantsconsultants, financial and investment banking advisors and other professionals retained contractors or advisors, shall be subject to the agreement by the Inspector General of the Treasury or the Comptroller General of the United States, as applicable, with respect to documents obtained under this Article IV(i), to follow applicable law and regulation (and the applicable customary policies and procedures) regarding the dissemination of confidential materials, including redacting confidential information from the public version of its reports and soliciting the input from the Recipient as to information that should be afforded confidential treatment, as appropriate; and (D) for avoidance of doubt, any investigation or discussions pursuant to this Article IV(i) may, at the Investor) once per calendar quarter (i) such access during normal business hours to its books’s option, records, properties and personnel and to such other information as be conducted on site at any office of the Investor may reasonably request and Recipient or any Recipient Subsidiary. (ii) reasonable opportunities Subject to routinely consult with the management assignment of the Company and its subsidiaries rights under this Article IV(ii) pursuant to Article IV(iv), from the Signing Date until the date on matters relating which all the Subordinated Debt has been redeemed in whole, the Recipient will deliver, or will cause to be delivered, to the operation Investor: (A) as soon as available after the end of each fiscal year of the Company. The Company agrees to considerRecipient, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Recipient as of the end of such fiscal year, and consolidated statements of income, retained earnings and cash flows of the Recipient for such year, in good faith, each case prepared in accordance with GAAP and setting forth in each case in comparative form the recommendations figures for the previous fiscal year of the Investor Recipient and which shall be audited to the extent audited financial statements are available;1 (B) as soon as available after the end of the first, second and third quarterly periods in each fiscal year of the Recipient, a copy of any quarterly reports provided to Equityholders of the Recipient or its designated representative in connection with to the matters on which it is consulted Recipient’s management team; (C) as described abovesoon as available after the Recipient receives any assessment of the Recipient’s internal controls, recognizing a copy of such assessment (other than assessments provided by the Appropriate Federal Banking Agency or the Appropriate State Banking Agency that the ultimate discretion with respect Recipient is prohibited by applicable law or regulation from disclosing to the Investor)); (D) as soon as such items become effective, any amendments to the Charter, bylaws or other organizational documents of the Recipient; and (E) at the same time as such items are sent to all such matters shall be retained Equityholders in the case of S Corps or Members in the case of mutual institutions, copies of any information or documents, excluding, if the Recipient is a mutual institution, any general solicitations or advertisements for services and products, sent by the Company. Notwithstanding anything in this Agreement Recipient to the contrary, at no time will the Company provide to the Investor any material non-public information unless the Investor shall have specifically requested such disclosure in writing from the Companyits Members. (biii) Each party The Investor will use reasonable best efforts to this Agreement will hold, and will use reasonable best efforts to cause its respective subsidiaries and their directors, officers, employees, agents, consultants, contractors and advisors and United States executive branch officials and employees, to hold, in strict confidence, unless disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or, in the written opinion of its counsel, by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), confidence all nonpublic non-public records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto Recipient furnished or made available to it by such other party the Recipient or its representatives pursuant to this Agreement, including but not limited to as set forth in Section 3.3(a) Agreement (except to the extent that such information can be shown to have been (1A) previously known by such party on a nonconfidential non-confidential basis, (2B) in the public domain through no fault of such party, party or (3C) later lawfully acquired from other sources by the party to which it was furnished), furnished (and neither party hereto shall release or disclose such Information to without violation of any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with confidentiality obligation)); provided that nothing herein shall prevent the express understanding that such parties will maintain the confidentiality of the Investor from disclosing any Information and, to the extent permitted aboverequired by applicable laws or regulations or by any subpoena or similar legal process. The Investor understands that the Information may contain commercially sensitive confidential information entitled to an exception from a Freedom of Information Act request. (iv) The Investor’s information rights pursuant to Article IV(ii) and the Investor’s right to receive certifications from the Recipient pursuant to (d) may be assigned by the Investor to a transferee or assignee of the Subordinated Debt with a face value of no less than an amount equal to two percent (2%) of the Purchase Price. (v) Nothing in this Section shall be construed to limit the authority that the Inspector General of the Treasury, the Comptroller General of the United States or any other applicable Governmental Entity has under law. (vi) The Recipient shall provide to bank regulatory authoritiesthe Investor all such information as the Investor may request from time to time related to the study under Section 525 of Division N—Additional Coronavirus Response and Relief of the Consolidated Appropriations Act, 2021 and related studies.