Common use of Approval and Consent Rights Clause in Contracts

Approval and Consent Rights. Until the Non-Control Date, the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without NAB’s consent: (a) any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction), other than any merger, consolidation or similar transaction involving only the Company and one or more of its Wholly Owned Subsidiaries; (b) any acquisition or disposition of securities, assets or liabilities involving an equity value greater than $5 million or an asset value greater than $5 million, in each case other than transactions involving investment securities or loans approved in accordance with the Company’s established policies and procedures to monitor invested assets or loans, respectively; (c) any increase or decrease in the authorized Capital Stock of the Company, or the creation of any new class or series of Capital Stock of the Company (including, for the avoidance of doubt, any class or series of preferred stock of the Company); (d) any issuance or acquisition (including stock buy-backs, redemptions and other reductions of capital) of Capital Stock of the Company or any of its Subsidiaries, except: (i) issuances and grants to a Director or employee of the Company of vested or unvested shares of Common Stock or restricted Common Stock, options to acquire shares of Common Stock, restricted stock units, “phantom” stock units or similar interests in the Company’s common equity, in each case pursuant to an equity compensation plan approved by the Board of Directors; or (ii) issuances of Capital Stock of a Subsidiary to a Wholly Owned Subsidiary, or acquisitions of Capital Stock of a Subsidiary by a Wholly Owned Subsidiary; (e) any issuance or acquisition (including redemptions, prepayments, open-market or negotiated repurchases or other transactions reducing the outstanding debt of the Company or any of its Subsidiaries) of any debt security of the Company or any of its Subsidiaries, in each case involving an aggregate principal amount exceeding $10 million; (f) any other incurrence or guaranty of a debt obligation having a principal amount greater than $5 million, other than (i) debt obligations incurred by the Company Bank Subsidiary in the ordinary course and (ii) a guaranty or similar undertaking by the Company Bank Subsidiary in the ordinary course of business; (g) entry into, or termination of, any joint venture or cooperation arrangements involving assets having a value exceeding $5 million; (h) the listing or delisting of any class of Capital Stock of the Company or any of its Subsidiaries on a securities exchange; (i) the amendment (or approval or recommendation of the amendment) of the Company’s certificate of incorporation or bylaws; (j) any material change in the scope of the Company’s business from the scope of the Company’s business immediately before the Completion of the IPO; (k) other than as required by Applicable Law, any change in the Company Auditors; (l) other than as required by Applicable Law, the formation of, or delegation of authority to, any new committee, or subcommittee thereof, of the Board of Directors, or the delegation of authority to any existing committee or subcommittee thereof not set forth in the committee’s charter immediately prior to the Consummation of the IPO; (m) entry into, or termination of, any material contract, or any material amendment to any material contract, other than, in each case, (i) any employment agreement or (ii) any contract involving neither aggregate payments of $3 million or more nor aggregate annual payments of $1 million or more; (n) any change in the legal structure of the Company or the legal or ownership structure of any of its Subsidiaries; (o) settlement of any material litigation or proceeding (whether formal or informal) involving the Company or any of its Subsidiaries; (p) any change in any material policy relating to loans or other risk appetite settings, investments, asset-liability management or derivatives or in any other policy that could reasonably be deemed to have a material effect on the Company’s consolidated results of operations or financial condition; (q) any material written agreement or settlement with, or any material written commitment to, a regulatory agency, or any material enforcement action; (r) the election, hiring or dismissal, other than a dismissal for cause, of the CEO or CFO of the Company or the Company Bank Subsidiary; (s) with respect to the Company or any Subsidiary, any filing or the making of any petition under Bankruptcy Laws, any general assignment for the benefit of creditors, any admission of an inability to meet obligations generally as they become due or any other act the consequence of which is to subject the Company or any Subsidiary to a proceeding under Bankruptcy Laws; (t) any dissolution or winding-up of the Company or the Company Bank Subsidiary; (u) any increase or decrease in the size of the Board of Directors, other than as contemplated in this Agreement; or (v) entry into any agreement or commitment providing for any of the foregoing.

Approval and Consent Rights. Until the Non-Control Expiration Date, notwithstanding anything to the contrary herein or in the Organizational Documents or in the governing documents of any of the Subsidiaries of the Company, without the prior written approval of Next Alt, the Company shall not (either directly or indirectly through a Subsidiary, an Affiliate or otherwise or through one or a series of related transactions) take take, or permit a Subsidiary of the Company to take, any of the following actions without NAB’s consent:(each, a “Significant Action”): (a) effect or consummate a Change of Control or publicly endorse a Change of Control (including by recommending any merger, consolidation tender or similar transaction (exchange offer that would result in a Change of Control) or any amendment to or termination of an agreement to enter into such any agreement or arrangement to effect or consummate a transaction), other than any merger, consolidation or similar transaction involving only the Company and one or more Change of its Wholly Owned SubsidiariesControl; (b) any acquisition or disposition of securities, assets or liabilities involving an equity value greater than $5 million or an asset value greater than $5 million, in each case other than transactions involving investment securities or loans approved in accordance with the Company’s established policies and procedures to monitor invested assets or loans, respectively; (c) any increase or decrease in the authorized Capital Stock of the Company, or the creation of any new class or series of Capital Stock of the Company (including, for the avoidance of doubt, any class or series of preferred stock of the Company); (d) any issuance or acquisition (including stock buy-backs, redemptions and other reductions of capital) of Capital Stock of the Company or any of its Subsidiaries, except: (i) issuances and grants to a Director or employee of the Company of vested or unvested shares of Common Stock or restricted Common Stock, options to acquire shares of Common Stock, restricted stock units, “phantom” stock units or similar interests in the Company’s common equity, in each case pursuant to an equity compensation plan approved by the Board of Directors; or (ii) issuances of Capital Stock of a Subsidiary to a Wholly Owned Subsidiary, or acquisitions of Capital Stock of a Subsidiary by a Wholly Owned Subsidiary; (e) any issuance or acquisition (including redemptions, prepayments, open-market or negotiated repurchases or other transactions reducing the outstanding debt of the Company or any of its Subsidiaries) of any debt security of the Company or any of its Subsidiaries, in each case involving an aggregate principal amount exceeding $10 million; (f) any other incurrence or guaranty of a debt obligation having a principal amount greater than $5 million, other than (i) debt obligations incurred by the Company Bank Subsidiary in the ordinary course and (ii) a guaranty or similar undertaking by the Company Bank Subsidiary in the ordinary course of business; (g) entry into, or termination of, any joint venture or cooperation arrangements involving assets having a value exceeding $5 million; (h) the listing or delisting of any class of Capital Stock of the Company or any of its Subsidiaries on a securities exchange; (i) the amendment (or approval or recommendation of the amendment) of the Company’s certificate of incorporation or bylaws; (j) make any material change in the scope of the Company’s or its Subsidiaries’ business from the scope of the Company’s or its Subsidiaries’ business immediately before prior to the Completion date of this Agreement; (c) acquire, dispose of or spin off any securities, assets or liabilities other than acquisitions or dispositions of assets or liabilities in the ordinary course of business consistent with past practice; (d) enter into any joint venture, recapitalization, reorganization or other strategic alliance with any other Person; (e) issue any Company Securities, except issuances pursuant to a compensation or similar plan approved by the Company Board or a duly authorized committee thereof; (f) incur, guarantee, assume, or refinance any indebtedness for borrowed money having a principal amount greater than $10 million (including debt obligations of any other Person existing at the time such other Person merged with or into or became a Subsidiary of, or substantially all of its business and assets were acquired by, the Company or a Subsidiary of the IPOCompany, and debt obligations secured by a lien encumbering any asset acquired by the Company or any such Subsidiary and including debt securities) or pledge or grant a security interest in any of the Company’s or its Subsidiaries’ assets having a value of more than $10 million (other than debt obligations incurred in the ordinary course of business by the Company and its Subsidiaries), or enter into any derivative transactions involving a notional amount greater than $10 million; (g) redeem, repurchase or otherwise acquire Company Common Stock or any warrants, options, rights or securities convertible into, exchangeable for or exercisable for, Company Common Stock, or redeem, repurchase or otherwise acquire or make any payment with respect to any share appreciation rights or phantom share plans (other than repurchases of Company Common Stock from employees upon termination of employment pursuant to terms of duly approved equity grants or pursuant to a cashless exercise of equity grants) or any re-pricing of duly approved equity awards; (h) amend (or approve or recommend amendment of) the Company’s or any of the Company’s Subsidiaries’ certificates of incorporation or bylaws (or other similar organizational documents); (i) elect, hire, replace or dismiss, or establish or modify the remuneration of, the Chief Executive Officer of the Company (or the equivalent successor position) (such person, the “CEO”), Chief Financial Officer of the Company (or the equivalent successor position) (such person, the “CFO”), or Chief Operating Officer of the Company (or the equivalent successor position) (such person, the “COO”), in each case, as elected or appointed by the Company Board; (j) elect, hire, replace or dismiss, or establish or modify the remuneration of, any officer of the Company that directly reports to the CEO, CFO or COO; (k) establish or modify the remuneration of directors on the Company Board; (l) decrease or increase the number of directors serving on the Company Board; (m) approve (or adopt) any operating and capital budgets of the Company for each fiscal year commencing with the fiscal year ended December 31, 2018, or any material amendments thereto or deviations therefrom; (n) pay, declare or set aside any sums or other property for the payment of dividends on any Company Common Stock or make any other distributions in respect of any Company Common Stock or any warrants, options, rights or securities convertible into, exchangeable for or exercisable for, Company Common Stock; (o) other than as required by Applicable applicable Law, any change in the Company Auditors; (l) other than as required by Applicable Law, the formation ofform, or delegation of delegate authority to, any new committee, or subcommittee thereof, of the Board of DirectorsCompany Board, or the delegation of delegate authority to any existing committee or subcommittee thereof not set forth in the committee’s charter immediately or authorized by the Company Board prior to the Consummation date of the IPO; (m) entry into, or termination of, any material contract, or any material amendment to any material contract, other than, in each case, (i) any employment agreement or (ii) any contract involving neither aggregate payments of $3 million or more nor aggregate annual payments of $1 million or more; (n) any change in the legal structure of the Company or the legal or ownership structure of any of its Subsidiaries; (o) settlement of any material litigation or proceeding (whether formal or informal) involving the Company or any of its Subsidiariesthis Agreement; (p) commence any change liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or reorganization in any material policy relating form of transaction, make arrangements with creditors, or consent to loans the entry of an order for relief in any involuntary case, or take the conversion of an involuntary case to a voluntary case, or consent to the appointment of or take possession by a receiver, trustee or other risk appetite settingscustodian for all or substantially all of its or its Subsidiaries’ property, investments, asset-liability management or derivatives otherwise seek the protection of any applicable bankruptcy or in any other policy that could reasonably be deemed to have a material effect on the Company’s consolidated results of operations or financial conditioninsolvency law; (q) any material written agreement amend, modify or settlement withsupplement (or approve or recommend amendment, modification or any material written commitment to, a regulatory agency, or any material enforcement action;supplement of) the Related Party Transactions Policy; and (r) the election, hiring or dismissal, other than a dismissal for cause, of the CEO or CFO of the Company or the Company Bank Subsidiary; (s) with respect to the Company or any Subsidiary, any filing or the making of any petition under Bankruptcy Laws, any general assignment for the benefit of creditors, any admission of an inability to meet obligations generally as they become due or any other act the consequence of which is to subject the Company or any Subsidiary to a proceeding under Bankruptcy Laws; (t) any dissolution or winding-up of the Company or the Company Bank Subsidiary; (u) any increase or decrease in the size of the Board of Directors, other than as contemplated in this Agreement; or (v) entry enter into any agreement or commitment providing for arrangement to do any of the foregoing.