Common use of Approval and Consent Rights Clause in Contracts

Approval and Consent Rights. (a) Until the 25% Date (or such earlier date as BNPP shall determine), 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 the approval of a majority of the BNPP Directors on the Board of Directors (or, if no BNPP Directors remain on the Board of Directors, a BNPP Authorized Person) at the time of such action: (i) any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) with consideration or value of more than $50 million; (ii) any acquisition or disposition of securities, assets or liabilities involving a value greater than $50 million other than transactions involving investment securities or loans approved in accordance with the Company’s or any of its Subsidiary’s established policies and procedures to monitor invested assets or loans, respectively; (iii) any incurrence or guaranty of a debt obligation having a principal amount greater than $50 million, other than (A) debt obligations incurred by the Company Bank Subsidiary in the ordinary course and (B) a guaranty or similar undertaking by the Company Bank Subsidiary in the ordinary course of business; (iv) any issuance of any debt security of the Company or any of its Subsidiaries involving an aggregate principal amount exceeding $250 million or, in the case of subordinated debt obligations, involving an aggregate principal amount exceeding $50 million, in each case calculated on a cumulative basis over a twelve (12) month period; (v) entry into, or termination of, any joint venture or cooperation arrangements involving assets having a value exceeding $50 million; (vi) the amendment (or approval or recommendation of the amendment) of the Company’s or any of the Company’s Subsidiaries’ certificates of incorporation or bylaws (or other similar organizational documents); (vii) 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; (viii) 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, (ii) any contract involving either aggregate cumulative payments of $15 million or more or aggregate annual payments of $7 million or more or (iii) any contract where entry into, termination or material amendment of is otherwise expressly permitted by this Agreement or by the Transitional Services Agreement; (ix) settlement of any material litigation or proceeding; (x) the election, hiring or dismissal, other than a dismissal for cause, of the CEO or CFO of the Company or the Company Bank Subsidiary; or (xi) any increase or decrease in the size of the Board of Directors. (b) Until the Deconsolidation Date (or such earlier date as BNPP shall determine): (i) the Company’s annual budget shall be approved by a majority of the BNPP Directors on the Board of Directors at the time of such annual budget (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Person); and (ii) the Company may not, without the approval of a majority of the BNPP Directors on the Board of Directors at the time of such action (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Person) or otherwise as required by Applicable Law, make any change in the Company Auditor. (c) Until the 5% Date (or such earlier date as BNPP shall determine), 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 the approval of a majority of the BNPP Directors on the Board of Directors at the time of such action (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Person): (i) 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); (ii) 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: (A) 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 (B) 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; (iii) the listing or delisting of any class of Capital Stock of the Company or any of its Subsidiaries on a securities exchange; or (iv) 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 or authorized by the Board of Directors prior to the Consummation of the IPO. (d) Until the Non-Control Date (or such earlier date as BNPP shall determine), 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 the approval of a majority of the BNPP Directors on the Board of Directors (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Officer) at the time of such action: (i) any change in any 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; (ii) any material written agreement or settlement with, or any material written commitment to, a regulatory agency, or any settlement of a material enforcement action; (iii) 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; (iv) any actions to affect the dissolution or winding-up of the Company or the Company Bank Subsidiary; or (v) any declaration or payment of a dividend or other “capital distribution” as defined by the Federal Reserve in 12 CFR§225.8. (e) BNPP may, in its sole discretion and at any time, waive any of its rights under this Agreement, including its rights to approve or consent to any actions to be taken by the Company described in this Article III.

Approval and Consent Rights. (a) Until the 25% Date (or such earlier date as BNPP shall determine), 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 the approval of a majority of the BNPP Directors on the Board of Directors (or, if no BNPP Directors remain on the Board of Directors, a BNPP Authorized Person) at the time of such action: (i) any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) with consideration or value of more than $50 million; (ii) any acquisition or disposition of securities, assets or liabilities involving a value greater than $50 million other than transactions involving investment securities or loans approved in accordance with the Company’s or any of its Subsidiary’s established policies and procedures to monitor invested assets or loans, respectively; (iii) any incurrence or guaranty of a debt obligation having a principal amount greater than $50 million, other than (A) debt obligations incurred by the Company Bank Subsidiary in the ordinary course and (B) a guaranty or similar undertaking by the Company Bank Subsidiary in the ordinary course of business; (iv) any issuance of any debt security of the Company or any of its Subsidiaries involving an aggregate principal amount exceeding $250 million or, in the case of subordinated debt obligations, involving an aggregate principal amount exceeding $50 million, in each case calculated on a cumulative basis over a twelve (12) month period; (v) entry into, or termination of, any joint venture or cooperation arrangements involving assets having a value exceeding $50 million; (vi) the amendment (or approval or recommendation of the amendment) of the Company’s or any of the Company’s Subsidiaries’ certificates of incorporation or bylaws (or other similar organizational documents); (vii) 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; (viii) 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, (ii) any contract involving either aggregate cumulative payments of $15 million or more or aggregate annual payments of $7 million or more or (iii) any contract where entry into, termination or material amendment of is otherwise expressly permitted by this Agreement or by the Transitional Services Agreement; (ix) settlement of any material litigation or proceeding; (x) the election, hiring or dismissal, other than a dismissal for cause, of the CEO or CFO of the Company or the Company Bank Subsidiary; or (xi) any increase or decrease in the size of the Board of Directors. (b) Until the Deconsolidation Date (or such earlier date as BNPP shall determine): (i) the Company’s annual budget shall be approved by a majority of the BNPP Directors on the Board of Directors at the time of such annual budget (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Person); and (ii) the Company may not, without the approval of a majority of the BNPP Directors on the Board of Directors at the time of such action (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Person) or otherwise as required by Applicable Law, make any change in the Company Auditor. (c) Until the 5% Date (or such earlier date as BNPP shall determine), 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 the approval of a majority of the BNPP Directors on the Board of Directors at the time of such action (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Person): (i) 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); (ii) 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: (A) 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 (B) 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; (iii) the listing or delisting of any class of Capital Stock of the Company or any of its Subsidiaries on a securities exchange; or (iv) 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 or authorized by the Board of Directors prior to the Consummation of the IPO. (d) Until the Non-Control Date (or such earlier date as BNPP shall determine), 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 the approval of a majority of the BNPP Directors on the Board of Directors (or, if no BNPP Director remains on the Board of Directors, a BNPP Authorized Officer) at the time of such action: (i) any change in any 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; (ii) any material written agreement or settlement with, or any material written commitment to, a regulatory agency, or any settlement of a material enforcement action; (iii) 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; (iv) any actions to affect the dissolution or winding-up of the Company or the Company Bank Subsidiary; or (v) any declaration or payment of a dividend or other “capital distribution” as defined by the Federal Reserve in 12 CFR§225.8C.F.R. § 225.8. (e) BNPP may, in its sole discretion and at any time, waive any of its rights under this Agreement, including its rights to approve or consent to any actions to be taken by the Company described in this Article III.