Common use of Assignment; Third Party Beneficiaries Clause in Contracts

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement is intended to benefit the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this This Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees parties hereto and their respective successors and permitted assignees assigns. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person other than the parties hereto any rights or remedies under this Agreement. Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties. Executive acknowledges that this Agreement is intended to benefit Notwithstanding the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contraryprevious sentence, any compensation paid to Executive pursuant to this Agreement Investor’s rights, obligations or any other agreement interests hereunder, may be assigned, delegated or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive istransferred, in whole or in the future becomespart, subject by such Investor to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), other Investor or (ii) any law, rule Affiliate of an Investor over which such Investor or regulation any of its Affiliates exercises investment authority (including stock exchange ruleany Related Fund of such Investor), including, without limitation, with respect to voting and dispositive rights; provided that any such assignee assumes the obligations of the assigning Investor hereunder and agrees in writing prior to such assignment to be bound by the terms of this Agreement in the same manner as the assigning Investor. Following any assignment described in the immediately preceding sentence, Appendix 1 hereto shall be updated by the Company (in consultation with the assigning Investor and the assignee) which imposes mandatory recoupmentsolely to reflect the name and address of the applicable assignee or assignees and the Backstop Commitment Percentage and the Total Investor Commitment Amount that shall apply to such assignee or assignees, under circumstances set forth and any changes to the Backstop Commitment Percentage and the Total Investor Commitment Amount applicable to the assigning Investor. Any update to Appendix 1 hereto described in the immediately preceding sentence shall not be deemed an amendment to this Agreement. Notwithstanding the foregoing or any other provisions herein, no such law, rule or regulationassignment will relieve the assigning Investor of its obligations hereunder if any such assignee fails to perform such obligations.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section ‎6.7, this Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the personal representations and warranties set forth herein, except (i) as otherwise specifically provided in Section 6.7 and (ii) the rights of AUB, on behalf of the AUB shareholders (which are third party beneficiaries of this Agreement solely to the extent required for this proviso to be enforceable but without any rights to directly enforce any rights under this Agreement), and SASR, on behalf of the SASR stockholders (which are third party beneficiaries of this Agreement solely to the extent required for this proviso to be enforceable but without any rights to directly enforce any rights under this Agreement), to pursue specific performance as set forth in Section 9.12 or, if specific performance is not sought or legal representativesgranted as a remedy, executorsdamages (including damages based on the loss of the benefits of the transactions contemplated by this Agreement to such AUB shareholders or SASR stockholders, administratorsincluding, successorsin the case of SASR, heirsthe loss of the premium (if any) to which the SASR stockholders would have been entitled) in accordance with Section 8.2 in the event of a willful and material breach of any provision of this Agreement, distributeesit being agreed that in no event shall any AUB shareholder or SASR stockholder be entitled to enforce any of their respective rights, deviseesor AUB’s or SASR’s obligations, legatees under this Agreement in the event of any such breach, but rather that (x) AUB shall have the sole and permitted assignees exclusive right to do so in its sole and absolute discretion, as agent for the AUB shareholders and (y) SASR shall have the sole and exclusive right to do so in its sole and absolute discretion, as agent for the SASR stockholders, and AUB or SASR may retain any amounts obtained in connection therewith. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Executive acknowledges that Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and warranties in this Agreement is intended to benefit may represent an allocation among the Companyparties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, its shareholders, persons other than the parties may not rely upon the representations and its and their parents, affiliates, subsidiaries, divisions, and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, Neither this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may of the rights, interests or obligations under this Agreement will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor parties (whether direct or indirect, by purchase, merger, consolidation operation of Law or otherwise) to all or substantially all without the prior written consent of the business and/or assets other party. Notwithstanding the previous sentence, this Agreement, or the Backstop Purchasers’ obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by the Backstop Purchasers to any Person; provided that any such assignee assumes the obligations of the Employer Backstop Purchasers hereunder and agrees in writing to expressly assume and agree to perform be bound by the terms of this Agreement in the same manner and as the Backstop Purchasers. Notwithstanding the foregoing or any other provisions herein, no such assignment will relieve such Backstop Purchaser of its obligations hereunder, other than in the case of any assignment by a Backstop Purchaser to any Person in respect of which the Company has provided its written consent (such consent not to be unreasonably withheld). A Backstop Purchaser seeking the Company’s consent to an assignment in accordance with the preceding sentence shall notify the Creditors’ Committee (as defined in the Plan) that it is seeking such consent promptly after making a consent request to the same extent that the Employer would Company. Any such assignee will be required to perform it if no pay the applicable purchase price for shares purchased pursuant to the exercise of Rights under Section 1(a) as provided in such succession had taken placesection and any amounts payable upon the exercise of Oversubscription Rights under Section 1(b) and with respect to the Holdback Shares and Backstop Shares by 2:00 p.m., New York time on the second Business Day after receipt of the Commitment Notice or Satisfaction Notice (which deadline will be set forth therein). Unless expressly Except as provided otherwisein Section 8 with respect to the Indemnified Parties, “Employer” as used this Agreement (including the documents and instruments referred to in this Agreement shall mean the Employer as defined in Section 8(aAgreement) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement is not intended to benefit and does not confer upon any person other than the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies parties hereto any rights or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of remedies under this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedyAgreement. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of Purchaser, in the case of the Company, or the Company, in the case of Purchaser; provided, that, following the Closing, Purchaser may, subject to (and conditioned upon) the delivery by the Specified Person of a joinder reasonably acceptable to the Company agreeing to be bound by the terms and conditions of this Agreement, assign its right to enforce, with respect to the Proposed Securities, any remedies expressly set forth herein and subject to the limitations set forth herein with respect to breaches of representations, warranties or covenants by the Company under this Agreement in respect of the Specified Person Securities to the Specified Person, so long as (a) the Specified Person delivers to the Company an undertaking reasonably acceptable to the Company that such person shall be bound by the provisions of Section 4.2(a) and Section 4.2(b) (subject to the exceptions set forth in Section 4.2(c)) and Section 4.3 from and after the Closing as if such person were a party hereto, (b) such assignment would not impose any delay in the obtaining of, or increase the risk of not obtaining, any approval, authorization, consent or waiver from any Governmental Entity which is required to consummate the transactions contemplated by this Agreement pursuant to the terms hereof or otherwise impair, delay or prevent the consummation of the transactions contemplated hereby and (c) for the avoidance of doubt, no such assignment shall relieve Purchaser of its obligations hereunder at or prior to the Closing. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and assigns, other than as expressly set forth herein (including Section 4.14 and Section 4.15). Except as set forth in the foregoing sentence or otherwise expressly set forth herein (including Section 4.15), this Agreement (including the documents and instruments referred to herein) is not otherwise intended to, and does not, confer upon any person other than the parties, any rights or remedies hereunder, including the right to rely upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees representations and permitted assignees warranties set forth herein. The representations and warranties herein are the product of negotiations among the parties and are for the sole benefit of the parties. Executive acknowledges that this Agreement is intended Any inaccuracies in such representations and warranties are subject to benefit waiver by the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies parties in accordance herewith without notice or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled liability to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupmentperson. Notwithstanding In some instances, the representations and warranties herein may represent an allocation among the parties of risks associated with particular matters regardless of the knowledge of any of the parties. Consequently, persons other than the parties may not rely upon the representations and warranties herein as characterizations of actual facts, events, developments or circumstances as of the date hereof or as of any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationdate.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinBuyer shall not assign this Agreement without Seller’s prior written consent, which consent may be withheld for any reason or no reason in Seller’s sole discretion; provided, however, that, upon 5 business days prior written notice to Seller, Buyer, at Closing, may assign this Agreement to (a) an entity or entities with respect to which the day-to-day operations are, directly or indirectly, controlled by the principals of Buyer, or (b) multiple entities which will take title to the Property as tenants in common, provided, however, that Buyer or an entity or entities which are directly or indirectly controlled by the principals of Buyer, is the majority owner of the interests in the Property (any of which, a “Permitted Assignee”), in which case such Permitted Assignee or each Permitted Assignee, as the case may be, and Buyer shall be jointly and severally liable for Buyer’s obligations hereunder. Subject to the previous sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding upon on and enforceable against the personal parties hereto and their respective successors and assigns. In addition, Buyer shall not re-sell the Property or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the partiesassign its rights or obligations under this Agreement (or make an offer or enter into negotiations to do so) through a “double escrow” or other similar mechanism without Seller’s prior written consent. Executive acknowledges that this This Agreement is intended to for the benefit the Company, its shareholdersof Buyer and Seller, and its and their parentsexcept as provided in the indemnities granted by Buyer to the Indemnified Seller Parties herein, affiliates, subsidiaries, divisions, and related companies no other person or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entity shall be entitled to rely on this Agreement, receive any benefit from it or enforce the any provisions of this Agreement by seeking injunctive relief it against Buyer or any other appropriate remedySeller. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, Neither this Agreement is personal to Executive and neither the Agreement nor any rights hereunder of the rights, interests or obligations under this Agreement may be assigned by Executive. The Company any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, except that each Investor may assign the its rights, interests and/or obligations under this Agreement to an affiliate any of its Affiliated Purchasers pursuant to Section 2(c). Notwithstanding the foregoing or anything to the contrary contained herein, subject to Section 2(c), this Agreement, and any acquiror Investor’s rights, interests or obligations hereunder, including any Rights, may be assigned, delegated or transferred, in whole or in part, by such Investor to one or more of all or substantially all of such Investor’s Affiliated Purchasers without the assets prior written consent of the Company. The Employer shall require , provided that any successor (whether direct or indirect, such assignee assumes the obligations of such Investor hereunder and agrees in writing to be bound by purchase, merger, consolidation or otherwise) to all or substantially all the terms of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and as such Investor; provided, that no such assignment will relieve such Investor of its obligations hereunder if such assignee fails to perform such obligations. Except as provided in Section 8 with respect to the same extent that Indemnified Persons and Section 13(b) with respect to Non-Recourse Parties, this Agreement is not intended to and does not confer upon any person other than the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used parties hereto any rights or remedies under this Agreement and nothing set forth in this Agreement shall mean confer upon or give to, or be construed to confer upon or give to, any other person (including any Affiliates of the Employer as defined in Section 8(aCompany or any of its respective members, shareholders, partners, directors, employees, officers or creditors or any successor thereto or assignee thereof, or any third party claiming by or through any of the foregoing) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Company to enforce, the obligations of any Investor or its permitted assignees hereunder or any other provisions of this Agreement Agreement. Any Indemnified Persons and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and Non-Recourse Parties shall be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement is intended to benefit the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce and rely on the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision listed in this Agreement to the contrary, any compensation paid to Executive pursuant immediately preceding sentence as if they were a party to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationAgreement.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided in Section 6.6, which is intended to benefit each Company Indemnified Party and his or her heirs and representatives, and Section 9.16, which is intended to benefit each Non-Recourse Party to the extent set forth therein, this Agreement (including the documents and instruments referred to herein) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees representations and permitted assignees warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Executive acknowledges that Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and warranties in this Agreement is intended to benefit may represent an allocation among the Companyparties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, its shareholders, persons other than the parties may not rely upon the representations and its and their parents, affiliates, subsidiaries, divisions, and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupmentdate. Notwithstanding Except as provided in Section 6.6, notwithstanding any other provision in this Agreement to the contrary, no consent, approval or agreement of any compensation paid third party beneficiary will be required to Executive pursuant to amend, modify or waive any provision of this Agreement or any other agreement or arrangement with Agreement. Notwithstanding the Company foregoing, each of the Financing Parties shall be subject an express third-party beneficiary of and shall be entitled to mandatory repayment by Executive to rely on the Company to the extent any such compensation paid to Executive islast sentence of Section 9.2, or in the future becomesSection 9.10, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange ruleSection 9.11(c), or (iithis sentence of this Section 9.12 and Section 9.16(a) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in and each of the Financing Parties may enforce such law, rule or regulationprovisions.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned); provided that (a) prior to the Effective Time, Merger Sub may, without the prior written consent of Company, assign all or any portion of its rights under this Agreement to one or more of Parent’s direct or indirect wholly-owned Subsidiaries or affiliates, and (b) Parent and Merger Sub may collaterally assign their rights hereunder to any financing sources. No assignment shall relieve the assigning party of any of its obligations hereunder. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and permitted assigns. This Agreement (including the documents and instruments referred to herein) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the personal representations and warranties set forth herein, except (i) as otherwise specifically provided in Section 6.5, which is intended to benefit each Company Indemnified Party and his or legal representativesher heirs and representatives and (ii) after the Effective Time, executorsfor the provisions of Article II, administrators, successors, heirs, distributees, devisees, legatees which shall be enforceable by the stockholders of Company and permitted assignees holders of Company Equity Awards to the extent necessary to receive the consideration to which such holder is entitled pursuant to Article II. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Executive acknowledges that In some instances, the representations and warranties in this Agreement is intended to benefit may represent an allocation among the Companyparties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, its shareholders, persons other than the parties may not rely upon the representations and its and their parents, affiliates, subsidiaries, divisions, and related companies warranties in this Agreement or entities, now existing characterizations of actual facts or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupmentdate. Notwithstanding Except as provided in Section 6.5 or Section 10.2, notwithstanding any other provision in this Agreement hereof to the contrary, no consent, approval or agreement of any compensation paid third party beneficiary will be required to Executive pursuant to amend, modify or waive any provision of this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationAgreement.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, (a) Neither this Agreement is personal to Executive and neither the Agreement nor any rights hereunder of the rights, interests or obligations under this Agreement may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor Parties (whether direct or indirect, by purchase, merger, consolidation operation of Law or otherwise) to all or substantially all without the prior written consent of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and other Parties. Subject to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwisepreceding sentence, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will be binding upon, inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees enforceable by all of the parties. Executive acknowledges that Parties and their respective successors and assigns. (b) Except (i) from and after the Effective Time, for the rights of holders of equity securities issued by the Company to receive the consideration set forth in Article II (with respect to which such holders shall be third-party beneficiaries) and (ii) as provided in Section 5.10 (with respect to which the Indemnified Parties shall be third-party beneficiaries), this Agreement is intended to benefit the Company, its shareholdersnot intended, and its shall not be deemed, to confer any rights or remedies upon any person other than the Parties and their parentsrespective successors and permitted assigns, affiliatesto create any agreement of employment with any person or to otherwise create any third-party beneficiary hereto. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 7.5 without notice or liability to any other person. In some instances, subsidiariesthe representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, divisions, persons other than the Parties may not rely upon the representations and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other (c) No provision in this Agreement modifies or amends or creates any employee benefit plan, program or document (“Benefit Plan”) unless this Agreement explicitly states that the provision “amends” or “creates” that Benefit Plan, and no third party shall be entitled to enforce any provision of this Agreement on the grounds that it is an amendment to, or a creation of, a Benefit Plan, unless that provision explicitly states that such enforcement rights are being conferred. This provision shall not prevent the Parties to this Agreement from enforcing any provision of this Agreement. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to, or creation of a Benefit Plan, and that provision is construed to be such an amendment or creation despite not being explicitly designated as one in this Agreement, that provision shall lapse retroactively, thereby precluding it from having any effect. (d) The Company hereby acknowledges and agrees that no Financing Source has any liability or obligation, whether based in tort, contract or otherwise and whether arising at law or at equity, to the contraryCompany in connection with the transactions contemplated hereby or any financing in connection therewith. For purposes of this Agreement, “Financing Source” means each person that provides or commits to provide financing to Parent or any compensation paid to Executive pursuant of its Affiliates in connection with the transactions contemplated by this Agreement, and the respective Affiliates and Representatives of any such person. Without limiting the foregoing, Company agrees that it will not bring any action, suit or proceeding against any Financing Source in any way relating to this Agreement or the transactions contemplated hereby in any forum other agreement than any state or arrangement federal court sitting in the Borough of Manhattan, City of New York and any appellate court from any thereof. The Financing Sources shall be third-party beneficiaries of this section and Section 8.8 and no amendment of this section or Section 8.8 shall be effective unless in writing and signed by each party to any debt commitment letter issued in connection with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationtransactions contemplated hereby.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may be assigned by Executive. (a) The Company may assign the Agreement to an affiliate or to any acquiror provisions of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement be binding upon and any successor to its business and/or assets as aforesaid. This Agreement will shall inure to the benefit of the parties and their respective successors and assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party, except that Parent or Merger Sub may transfer or assign its rights and obligations under this Agreement, in whole or from time to time in part, to (i) one or more of their Subsidiaries at any time and (ii) after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Sub of its obligations hereunder or enlarge, alter or change any obligation of any other party or due to Parent or Merger Sub. (b) Nothing in this Agreement shall be binding upon construed as giving any Person, other than the personal or legal representatives, executors, administratorsparties and their heirs, successors, heirs, distributees, devisees, legatees Representatives and permitted assignees of the parties. Executive acknowledges that this Agreement is intended to benefit the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contraryassigns, any compensation paid to Executive pursuant to right, remedy or claim under or in respect of this Agreement or any other agreement or arrangement with the Company provision hereof, and no person shall be subject to mandatory repayment by Executive to the Company to the extent a third party beneficiary by, in or under this Agreement or any such compensation paid to Executive isrelated document, or in the future becomes, subject to except that (i) any “clawback” or recoupment policy applicable to Executive that from and after the Effective Time each Indemnified Party is adopted to comply with any applicable lawan intended third party beneficiary of Section 7.9 and such Persons may specifically enforce such provisions, rule or regulation (including stock exchange rule), or (ii) the Financing Indemnitees are intended third party beneficiaries of Section 7.18(d) and such Persons may specifically enforce such provisions and (iii) Section 10.2, Section 10.4(c), this clause (iii) of this Section 10.7(b) and Section 10.12 are intended to be for the benefit of each Debt Financing Source Party and may be directly enforced by such Debt Financing Source Party. No provision of this Agreement shall constitute an amendment to any lawemployee benefit plan, rule program, or regulation (including stock exchange rule) which imposes mandatory recoupmentpolicy, under circumstances set forth and no such employee benefit plan, program, or policy shall be treated as amended absent a separate written amendment adopted in such lawaccordance with the amendment procedures of the applicable plan, rule program, or regulationpolicy.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinThe registration rights of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder under this Agreement is personal with respect to Executive and neither the Agreement nor any rights hereunder Registrable Securities of such Holders may be transferred and assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all their respective Stockholder Transferees (or substantially all any trustee or other Person acting on behalf of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwisea Stockholder Transferee) who executes and delivers a counterpart to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner form attached hereto as Exhibit A without the prior written consent of the other parties hereto. Except as provided in the immediately preceding sentence, neither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (other than by operation of law) without the prior written consent of the other parties. Any purported assignment in contravention hereof shall be null and void. Subject to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwisepreceding sentence, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will be binding upon, inure to the benefit of and be binding upon enforceable by the personal or legal representativesparties and their respective successors and assigns. Except (i) as otherwise specifically provided in Section 11, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement which is intended to benefit the Company, its shareholderseach Covered Person, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any lawfor the Stockholder Transferees, rule or regulation this Agreement (including stock exchange rulethe documents and instruments referred to herein) which imposes mandatory recoupmentis not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. If TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder ceases to beneficially own any shares of Common Stock, the Stockholder Transferee of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder, as applicable, owning the greatest number of shares of Common Stock among all Stockholder Transferees of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder, as applicable, shall exercise the rights of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder, as applicable, under circumstances set forth in such law, rule or regulationthis Agreement.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this This Agreement is personal to Executive and neither the Agreement nor any rights hereunder may shall not be assigned by Executiveeither Party without the prior written consent of the other Party, and any attempted assignment, without such consent, shall be null and void. The Company Notwithstanding the foregoing, without the consent of Seller, Buyer may assign the Agreement to an affiliate its rights or obligations hereunder (A) to any acquiror Other Buyer (including the right to purchase any of the Purchased Assets or Purchased Shares and the obligation to assume all or part of the Assumed Liabilities, as the case may be, in which event all references herein to Buyer will be deemed to refer to such Other Buyer, as appropriate), (B) to any Person that acquires all or substantially all of Buyer or, following the assets Closing, the Business and (C) for collateral security purposes to the lenders providing the financing for transactions contemplated hereby, and all extensions, renewals, replacements, refinancings and refundings thereof (or an agent or trustee therefor); provided, however, that no such assignment shall limit or affect the obligations of Buyer hereunder. Any obligation of any Party to any other Party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. Subject to the Company. The Employer shall require any successor (whether direct or indirectforegoing, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would will be required to perform it if no such succession had taken place. Unless expressly provided otherwisebinding upon, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of of, and be binding upon enforceable by the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees Parties and their respective successors and permitted assignees of the partiesassigns. Executive acknowledges that Nothing in this Agreement Agreement, express or implied, is intended to benefit the Companyconfer upon any Person other than Buyer, its shareholdersSeller or their successors or permitted assigns, and its and their parents, affiliates, subsidiaries, divisions, and related companies any rights or entities, now existing remedies under or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries by reason of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contraryAgreement; provided, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to that (i) any “clawback” or recoupment policy applicable the Indemnified Parties shall be express third party beneficiaries of and shall be entitled to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rulerely upon and enforce Article 9 and this Section 11.6(i), or (ii) any lawthe Investors, rule their respective affiliated investment funds and management companies (as applicable) shall be express third party beneficiaries of and shall be entitled to rely upon and enforce Section 6.2(a) (with respect to the information covered by clause (b) of such Section 6.2(a) with respect to such Investor), Section 6.4 and this Section 11.6(ii), (iii) the Releasees shall be express third party beneficiaries of and shall be entitled to rely upon and enforce Section 6.16(d) and this Section 11.6(iii), (iv) the Buyer Related Parties (other than Buyer) shall be express third party beneficiaries of and shall be entitled to rely upon and enforce Section 11.14 and this Section 11.6(iv), and (v) the Business Indemnitees shall be express third party beneficiaries of and shall be entitled to rely upon and enforce Section 6.9 and this Section 11.6(v). Notwithstanding anything to the contrary in this Section 11.6, Buyer shall not have the right to assign its rights or regulation obligations hereunder (including stock exchange ruleother than to an Other Buyer in accordance with Section 3.4(b) which imposes mandatory recoupmentand the Step Plan Schedule) without Seller’s prior written consent if such assignment is likely to result, under circumstances set forth in such lawSeller’s reasonable judgment, rule in an increase in the amount of deduction or regulationwithholding pursuant to Section 3.5.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this This Agreement is personal to Executive and neither made solely for the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all benefit of the assets parties hereto and their respective successor and assigns. No rights, privileges or immunities of the Company. The Employer shall require any successor (whether direct either Sellers or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in Buyer under this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and any third‑party, nor shall any third‑party be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees deemed to be a beneficiary of any of the parties. Executive acknowledges that this Agreement is intended to benefit the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision contained in this Agreement to the contrary, any compensation paid to Executive pursuant to Agreement. Buyer may not fully or partially assign or transfer this Agreement or any other agreement interest therein in any manner whatsoever without Sellers’ prior written consent, which may be given, conditioned or arrangement with withheld in Sellers’ reasonable discretion. Notwithstanding the Company foregoing, Sellers’ consent shall not be subject to mandatory repayment required for an assignment or partial assignment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject Buyer of Buyer’s rights and obligations under this Agreement to (ia) any “clawback” parent, subsidiary or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule)other affiliate of Buyer, or (iib) to any lawperson or entity which succeeds to the business of Buyer as a result of any reorganization, rule joint venture, merger or regulation consolidation of Buyer, provided that any such assignment or partial assignment made without Sellers’ prior written consent shall only occur simultaneously with the Closing. Buyer must give Sellers not less than ten (including stock exchange rule10) business days’ prior notice of any proposed assignment of this Agreement (even if permitted under this Section 11); which imposes mandatory recoupmentnotice shall be accompanied by a copy of the assignment (and an assumption of this Agreement) and documents evidencing the formation, ownership, good standing and authority of the assignee to assume and perform the Buyer’s obligations under circumstances set forth this Agreement. No assignment or transfer of Buyer’s rights or obligations under the Agreement (even if permitted under this Section 11 or consented to by Sellers) shall operate to modify or relieve Buyer of its obligations under the Agreement. Following any partial assignment of Buyer’s rights and obligations under this Agreement, Buyer shall, nevertheless, remain liable for all of Buyer’s obligations hereunder, and in no event shall Buyer’s liability be in any way limited or altered by the occurrence of any such law, rule or regulationpartial assignment.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (other than by operation of Law) without the prior written consent of the other parties; provided, that the Stockholder may assign its rights, interests and obligations under this Agreement to the Certificate Holders in proportion to such Certificate Holders’ respective interests in the Trust without the prior written consent of the other parties; provided, that any such assignment shall not relieve the Stockholder of any of its obligations under this Agreement. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding upon enforceable by the personal parties and their respective successors and assigns. Except (a) for Section 7.6, which is intended to benefit each Company Indemnified Party and his or legal her heirs and representatives, executorsArticle X, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement which is intended to benefit the Company, its shareholdersParent Indemnified Parties and the Stockholder Indemnified Parties, and its Section 11.5(d), which is intended to benefit each Stockholder Party and their parentsS&C and (b) that prior to the Closing the covenants, affiliatesagreements and obligations of the parties under this Agreement are intended to benefit and shall be enforceable by Parent Bank to the extent that the failure of any party to this Agreement to perform or comply with such covenants, subsidiariesagreements and obligations would reasonably be expected to be adverse to Parent Bank under the Bank Merger Agreement, divisionsthis Agreement (including the documents and instruments referred to herein) is not intended to, and related companies does not, confer upon any person other than the parties hereto any rights or entitiesremedies hereunder, now existing including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or hereafter createdliability to any other person. Both Executive In some instances, the representations and warranties in this Agreement may represent an allocation among the Company further acknowledge parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, persons other than the parties may not rely upon the representations and agree that warranties in this Agreement as characterizations of actual facts or circumstances as of the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (other than by operation of Law) without the prior written consent of the other parties hereto; provided, however, that Parent may assign this Agreement in whole or in part, without consent, by written notice to the Company, to one or more wholly owned direct or indirect Subsidiaries of Parent in lieu of Parent, Merger Sub I and/or Merger Sub II, in which event all references herein to Parent, Merger Sub I and/or Merger Sub II, as applicable, shall be deemed references to such other Subsidiary or Subsidiaries, except that all representations and warranties made herein with respect to Parent, Merger Sub I and/or Merger Sub II as of the Execution Date shall be deemed representations and warranties made with respect to such other Subsidiary or Subsidiaries as of the date of such assignment; provided, further, that any such assignment shall not (a) impede or delay the consummation of the Transactions or otherwise impede the rights of the Stockholders under this Agreement or (b) relieve Parent of its obligations hereunder. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties hereto and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the personal representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of such parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or legal representativesLiability to any other Person. In some instances, executors, administrators, successors, heirs, distributees, devisees, legatees the representations and permitted assignees warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the partiesknowledge of any of the parties hereto. Executive acknowledges that Consequently, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the Execution Date or as of any other date. Notwithstanding anything to the contrary herein and for the avoidance of doubt, ARTICLE XII is intended to benefit the Company, its shareholders, Indemnified Persons and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and Section 7.12 is intended to benefit the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief or any other appropriate remedyD&O Indemnified Persons. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party; provided that (a) any Buyer may assign all or part of its rights under this Agreement or any Ancillary Agreement to Navigator or any Subsidiary thereof, including that, upon written notice from Buyers, the interests in shall be acquired directly by Navigator or any Subsidiary thereof at Closing in accordance with Exhibit B, and (b) without limiting the foregoing, Buyer shall cause any Subsidiary of Navigator that acquires the interests in in accordance with Exhibit B to promptly sign a joinder to this Agreement, in form and substance reasonably satisfactory to Xxxx Xxxxxxx, to be bound by this Agreement as additional “Buyer” party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto and their permitted successors and assigns (and the Buyer Indemnitees and Xxxx Seller Indemnitees as contemplated by, and subject to the terms of, Article VIII) any rights or remedies hereunder, including the right to rely upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees representations and permitted assignees warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Executive acknowledges that Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and warranties in this Agreement is intended to benefit may represent an allocation among the Companyparties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, its shareholders, persons other than the parties may not rely upon the representations and its and their parents, affiliates, subsidiaries, divisions, and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the personal representations and warranties set forth herein, except (i) as otherwise specifically provided in ‎Section 6.07 and (ii) the rights of UMB, on behalf of the UMB shareholders (each of which are third party beneficiaries of this Agreement to the extent required for this proviso to be enforceable), and HTLF, on behalf of the HTLF stockholders (each of which are third party beneficiaries of this Agreement to the extent required for this proviso to be enforceable), to pursue specific performance as set forth in ‎Section 9.12 or, if specific performance is not sought or legal representativesgranted as a remedy, executorsdamages (including damages based on the loss of the benefits of the transactions contemplated by this Agreement to such shareholders or stockholders, administratorsincluding, successorsin the case of HTLF, heirsthe loss of the premium offered to the stockholders of HTLF) in accordance with ‎Section 8.02 in the event of a willful and material breach of any provision of this Agreement, distributeesit being agreed that in no event shall any UMB shareholder or HTLF stockholder be entitled to enforce any of their rights, deviseesor UMB’s, legatees Merger Sub’s or HTLF’s obligations, under this Agreement in the event of any such breach, but rather that (x) UMB shall have the sole and permitted assignees exclusive right to do so in its sole and absolute discretion, as agent for the UMB shareholders and (y) HTLF shall have the sole and exclusive right to do so in its sole and absolute discretion, as agent for the HTLF stockholders, and UMB or HTLF may retain any amounts obtained in connection therewith. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Executive acknowledges that Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and warranties in this Agreement is intended to benefit may represent an allocation among the Companyparties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, its shareholders, persons other than the parties may not rely upon the representations and its and their parents, affiliates, subsidiaries, divisions, and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwisea) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this This Agreement shall mean the Employer as defined in Section 8(a) of this Agreement be binding upon and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding upon enforceable by the personal or legal representatives, executors, administrators, parties hereto and any of their respective successors, heirs, distributees, devisees, legatees personal representatives and permitted assignees of assigns. Any Holder that ceases to own beneficially any Registrable Securities shall cease to be subject to the parties. Executive acknowledges that this Agreement is intended to benefit the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce terms hereof (other than (i) the provisions of Section 2.6 applicable to such Holder with respect to any offering of Registrable Securities completed before the date such Holder ceased to own any Registrable Securities and (ii) this Section 5). (b) The Company may not assign any of its rights or delegate any of its duties under this Agreement by seeking injunctive relief or any other appropriate remedywithout the prior written consent of each Holder. a. Clawback/Recoupment. Notwithstanding (c) Any Holder may, at its election and at any other provision time or from time to time, assign some or all of its rights and delegate some or all of its duties under this Agreement, in whole or in part, (i) to an Affiliate or (ii) to any Person to whom the Holder sells, assigns or otherwise transfers any Equity Securities if following such transfer (but not before such transfer) such Person would Beneficially Own 10% or more of the Equity Securities (each, along with a Person described in clause (d) below, an “Assignee”); provided, that, no such assignment shall be binding upon or obligate the Company to any such Assignee (i) unless and until the Assignee delivers to the Company (A) a written notice stating the name and address of the Assignee and identifying the Equity Securities with respect to which such rights are being assigned, if any, (B) a written instrument by which such Assignee agrees to be bound by the obligations imposed upon Holders under this Agreement to the contrary, any compensation paid same extent as if such Assignee were a party hereto (or executes and delivers to Executive pursuant the Company a counterpart to this Agreement or any other agreement or arrangement with the Company shall and agrees to be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (itreated as a “Holder” for all purposes of this Agreement) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) if such sale, assignment other transfer of any lawEquity Securities is prohibited by a Gaming Authority. (d) Subject to Section 2.2, rule if, prior to the time at which a Demand Registration Statement is declared effective, a Holder sells, assigns or regulation otherwise transfers any Equity Securities to any Person who (including stock exchange rulei) which imposes mandatory recoupmentis not treated as an Assignee pursuant to clause (c)(ii) above and (ii) immediately after such transfer may not freely sell all such Equity Securities without any limitation under the Securities Act, under circumstances set forth the Company shall include such Equity Securities in such lawDemand Registration Statement and, rule or regulationwith respect to such Demand Registration Statement, such Person shall be treated as an Assignee and have the rights of a Holder under this Agreement (which, for the avoidance of doubt, shall not include the right to be an Initiating Holder). (e) Each Indemnitee shall be a third party beneficiary of the provisions of Section 2.6 and shall be entitled to enforce such provisions directly.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, Neither this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may of the rights, interests or obligations under this Agreement will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor parties (whether direct or indirect, by purchase, merger, consolidation operation of law or otherwise) to all or substantially all without the prior written consent of the business and/or assets other party. Notwithstanding the previous sentence, this Agreement, or the Investor’s obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by the Investor to any Affiliate (as defined in Rule 12b-2 under the Exchange Act) of the Employer Investor over which the Investor or any of its Affiliates exercises investment authority, including, without limitation, with respect to expressly assume voting and agree dispositive rights; provided, that any such assignee assumes the obligations of the Investor hereunder and agrees in writing to perform be bound by the terms of this Agreement in the same manner and to as the same extent that Investor. Notwithstanding the Employer would be required foregoing or any other provisions herein, no such assignment will relieve the Investor of its obligations hereunder if such assignee fails to perform it if no such succession had taken placeobligations. Unless expressly Except as provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) sixth paragraph of this Agreement and any successor the last sentence of Section 2(a) with respect to its business and/or assets Ultimate Purchasers, and except as aforesaid. This Agreement will inure provided in Section 8 with respect to the benefit of and be binding upon the personal or legal representativesIndemnified Parties, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement (including the documents and instruments referred to in this Agreement) is not intended to benefit and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement. Notwithstanding the foregoing, the Investor may direct the Company, by notice given to the Company at least one Business Day prior to the Closing Date, to deliver the number of ECA Shares to be purchased by an Ultimate Purchaser to such Ultimate Purchaser, in which case payment for such ECA Shares will be made directly to the Company by such Ultimate Purchaser; provided that in no such case shall the Investor be relieved of its shareholdersobligation to pay for such ECA Shares in the event the Ultimate Purchaser does not so pay, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter createdno Ultimate Purchaser shall obtain any rights of the Investor under this Agreement. Both Executive and Notwithstanding the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce the provisions of this Agreement by seeking injunctive relief foregoing or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding provisions hereof, the Investor may not assign any other provision in of its rights or obligations under this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy assignment would violate applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationsecurities laws.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this Agreement is personal to Executive This Side Letter and neither the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume provisions hereof will be binding upon and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of the parties hereto and be binding upon the personal or legal representatives, executors, administrators, successors, their respective heirs, distributees, devisees, legatees successors and permitted assignees assigns. Neither this Side Letter nor any of the partiesrights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto, other than in respect of the dissolution of the Sponsor to the members of the Sponsor in receipt of Restricted Sponsor Shares as a result thereof. Executive acknowledges that this Agreement This Side Letter is intended to for the sole benefit of the Company, its shareholders, and its parties hereto and their parentspermitted assigns and nothing herein expressed or implied shall give or be construed to give any Person, affiliatesother than the parties and such permitted assigns, subsidiariesany legal or equitable rights hereunder. Notwithstanding anything to the contrary contained in this Side Letter, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further parties hereto hereby acknowledge and agree that from the intended beneficiaries execution of this Agreement are Side Letter until the occurrence of the Closing or the termination of this Side Letter in accordance with Section 3.1 of this Side Letter (provided that, solely with respect to Section 1.2, Section 1.2 will survive as set forth in the final sentence of Section 1.2): (a) the Company is an express third-party beneficiary of this Side Letter, including, for the avoidance of doubt, with respect to (i) the covenants of Sponsor and SPAC set forth in Article I (as well as any Sponsor Party or other transferee that becomes bound by this Side Letter) as if the Company were a party hereto and (ii) the representations and warranties of Sponsor given to SPAC (as well as any Sponsor Party or other transferee that becomes bound by this Side Letter) and set forth in Article II as if the Company were the SPAC with respect thereto, (b) no amendment of this Side Letter, waiver of any provision or condition of this Side Letter, assignment of this Side Letter or termination of this Side Letter (except as expressly contemplated in Section 3.1 of this Side Letter) shall be made without the prior written consent of the Company, and (c) the Company shall be entitled to enforce the provisions terms of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrarySide Letter as if they were a party hereto, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with and the Company shall be subject entitled to mandatory repayment exercise any remedies for breaches by Executive any party of, or failure of any party to perform, this Side Letter, including without limitation injunctive or other equitable relief or an Order of specific performance (or any other equitable remedy) to enforce the Company terms hereof and to the extent prevent breaches of this Side Letter, in addition to any other remedy at law or in equity, and shall not be required to provide any bond or other security in connection with any such compensation paid to Executive is, Order or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationinjunctive relief.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the personal representations and warranties set forth in this Agreement, except (a) as otherwise specifically provided in Section 6.8, which is intended to benefit each IBTX Indemnified Party, and (b) the rights of IBTX, on behalf of the IBTX shareholders (each of which are third party beneficiaries of this Agreement to the extent required for this provision to be enforceable), and the rights of SouthState, on behalf of the SouthState shareholders (each of which are third party beneficiaries of this Agreement to the extent required for this provision to be enforceable), to pursue specific performance as set forth in Section 9.12 or, if specific performance is not sought or legal representativesgranted as a remedy, executorsdamages (including damages based on the loss of the benefits of the transactions contemplated by this Agreement to such shareholders, administratorsincluding, successorsin the case of IBTX, heirsthe loss of the premium (if any) to which the shareholders of IBTX would have been entitled) in accordance with Section 8.2 in the event of Fraud or willful and material breach of any provision of this Agreement, distributeesit being agreed that in no event shall any IBTX or SouthState shareholder be entitled to enforce any of their rights, deviseesor any of the party’s obligations, legatees under this Agreement directly in the event of any such breach, but rather that (i) IBTX shall have the sole and permitted assignees exclusive right to do so in its sole and absolute discretion, as agent for the IBTX shareholders, and (ii) SouthState shall have the sole and exclusive right to do so in its sole and absolute discretion, as agent for the SouthState shareholders, and IBTX or SouthState, as applicable, may retain any amounts obtained in connection therewith. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Executive acknowledges that Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and warranties in this Agreement is intended to benefit may represent an allocation among the Companyparties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, its shareholders, persons other than the parties may not rely upon the representations and its and their parents, affiliates, subsidiaries, divisions, and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else hereinNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may will be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirectbinding upon, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be binding enforceable by the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the personal representations and warranties set forth herein, except (i) as otherwise specifically provided in Section 6.07 and (ii) the rights of UMB, on behalf of the UMB shareholders (each of which are third party beneficiaries of this Agreement to the extent required for this proviso to be enforceable), and HTLF, on behalf of the HTLF stockholders (each of which are third party beneficiaries of this Agreement to the extent required for this proviso to be enforceable), to pursue specific performance as set forth in Section 9.12 or, if specific performance is not sought or legal representativesgranted as a remedy, executorsdamages (including damages based on the loss of the benefits of the transactions contemplated by this Agreement to such shareholders or stockholders, administratorsincluding, successorsin the case of HTLF, heirsthe loss of the premium offered to the stockholders of HTLF) in accordance with Section 8.02 in the event of a willful and material breach of any provision of this Agreement, distributeesit being agreed that in no event shall any UMB shareholder or HTLF stockholder be entitled to enforce any of their rights, deviseesor UMB’s, legatees Merger Sub’s or HTLF’s obligations, under this Agreement in the event of any such breach, but rather that (x) UMB shall have the sole and permitted assignees exclusive right to do so in its sole and absolute discretion, as agent for the UMB shareholders and (y) HTLF shall have the sole and exclusive right to do so in its sole and absolute discretion, as agent for the HTLF stockholders, and UMB or HTLF may retain any amounts obtained in connection therewith. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties. Executive acknowledges that Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and warranties in this Agreement is intended to benefit may represent an allocation among the Companyparties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, its shareholders, persons other than the parties may not rely upon the representations and its and their parents, affiliates, subsidiaries, divisions, and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulation.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, Neither this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may of the rights, interests or obligations under this Agreement will be assigned by Executive. The Company may assign any of the Agreement parties (whether by operation of law or otherwise) without the prior written consent of the other parties, except to an affiliate Affiliated Purchaser pursuant to Section 2(d). Notwithstanding the previous sentence, subject to the provisions of Section 2(d), this Agreement, and the Investor’s obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by the Investor to any acquiror one or more of all Cerberus Capital Management, L.P.’s affiliated funds or substantially all managed accounts, Affiliates and/or direct or indirect investors of Investor whether or not affiliated with Cerberus Capital Management, L.P., in each case, without the assets prior written consent of the Company. The Employer shall require , provided that any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all such assignee assumes the obligations of the business and/or assets Investor hereunder and agrees in writing to be bound by the terms of the Employer to expressly assume and agree to perform this Agreement in the same manner and as the Investor. Notwithstanding the foregoing or any other provisions herein, no such assignment will relieve the Investor of its obligations hereunder if such assignee fails to perform such obligations. Except as provided in Section 8 with respect to the same extent that Indemnified Persons, this Agreement (including the Employer would be required documents and instruments referred to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement and nothing set forth in this Agreement shall mean confer upon or give to, or be construed to confer upon or give to, any other Person (including, without limitation, any affiliates of the Employer as defined in Section 8(aCompany or any of its respective members, shareholders, partners, directors, employees, officers or creditors or any successor thereto or assign thereof, or any third party claiming by or through any of the foregoing) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Company to enforce, the obligations of Investor or its permitted assignees hereunder or any other provisions of this Agreement and any successor to its business and/or assets as aforesaidAgreement. This Agreement will inure to the benefit of and Any Indemnified Persons shall be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement is intended to benefit the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce and rely on the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision listed in this Agreement to the contrary, any compensation paid to Executive pursuant immediately preceding sentence as if they were a party to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationAgreement.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this Agreement is personal to Executive This Side Letter and neither the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume provisions hereof will be binding upon and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of the parties hereto and be binding upon the personal or legal representatives, executors, administrators, successors, their respective heirs, distributees, devisees, legatees successors and permitted assignees assigns. Neither this Side Letter nor any of the partiesrights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto, other than in respect of the dissolution of the Sponsor to the members of the Sponsor in receipt of Restricted Sponsor Shares as a result thereof. Executive acknowledges that this Agreement This Side Letter is intended to for the sole benefit of the Company, its shareholders, and its parties hereto and their parentspermitted assigns and nothing herein expressed or implied shall give or be construed to give any Person, affiliatesother than the parties and such permitted assigns, subsidiaries, divisions, and related companies any legal or entities, now existing or hereafter createdequitable rights hereunder. Both Executive and Notwithstanding anything to the Company further contrary contained in this Side Letter the parties acknowledge and agree that from the intended execution of this Side Letter until the occurrence of the Closing or the termination of this Side Letter in accordance with Section 3.1 of this Side Letter (a) the Sellers are express third-party beneficiaries of this Agreement are Side Letter, (b) no amendment of this Side Letter, waiver of any provision or condition of this Side Letter, or assignment of this Side Letter shall be made without the prior written consent of the Sellers, and (c) the Sellers shall be entitled to enforce the provisions terms of this Agreement Side Letter as if they were a party hereto, and the Sellers shall be entitled to exercise any remedies for breaches by seeking any party of, or failure of any party to perform, this Side Letter, including without limitation injunctive or other equitable relief or an Order of specific performance (or any other appropriate equitable remedy. a. Clawback/Recoupment. Notwithstanding ) to enforce the terms hereof and to prevent breaches of this Side Letter, in addition to any other provision remedy at law or in this Agreement equity, and shall not be required to the contrary, provide any compensation paid to Executive pursuant to this Agreement bond or any other agreement or arrangement security in connection with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, Order or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationinjunctive relief.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, Neither this Agreement is personal to Executive and neither the Agreement nor any rights hereunder of the rights, interests or obligations under this Agreement may be assigned by Executive. The Company any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, except that each Purchaser may assign the its rights, interests and/or obligations under this Agreement to an affiliate any of its Affiliated Purchasers pursuant to Section 1(e). Notwithstanding the foregoing or anything to the contrary contained herein, subject to Section 1(e), this Agreement, and any acquiror Purchaser’s rights, interests or obligations hereunder, may be assigned, delegated or transferred, in whole or in part, by such Purchaser to one or more of all or substantially all of such Purchaser’s Affiliated Purchasers without the assets prior written consent of the Company. The Employer shall require , provided that any successor (whether direct or indirect, such assignee assumes the obligations of such Purchaser hereunder and agrees in writing to be bound by purchase, merger, consolidation or otherwise) to all or substantially all the terms of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and as such Purchaser; provided, that no such assignment shall relieve such Purchaser of its obligations hereunder if such assignee fails to perform such obligations. Except as provided in Section 5 with respect to the same extent that Indemnified Persons and Section 11 with respect to Non-Recourse Parties, this Agreement is not intended to and does not confer upon any person other than the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used Parties hereto any rights or remedies under this Agreement and nothing set forth in this Agreement shall mean confer upon or give to, or be construed to confer upon or give to, any other person (including any affiliates of the Employer as defined in Section 8(aCompany or any of its respective members, shareholders, partners, directors, employees, officers or creditors or any successor thereto or assignee thereof, or any third party claiming by or through any of the foregoing) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Company to enforce, the obligations of any Purchaser or its permitted assignees hereunder or any other provisions of this Agreement Agreement. Any Indemnified Persons and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and Non-Recourse Parties shall be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties. Executive acknowledges that this Agreement is intended to benefit the Company, its shareholders, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and the Company further acknowledge and agree that the intended beneficiaries of this Agreement are entitled to enforce and rely on the provisions of this Agreement by seeking injunctive relief or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision listed in this Agreement to the contrary, any compensation paid to Executive pursuant immediately preceding sentence as if they were a Party to this Agreement or any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationAgreement.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, (a) Neither this Agreement is personal to Executive and neither the Agreement nor any rights hereunder of the rights, interests or obligations under this Agreement may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor Parties (whether direct or indirect, by purchase, merger, consolidation operation of Law or otherwise) to all or substantially all without the prior written consent of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and other Parties. Subject to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwisepreceding sentence, “Employer” as used in this Agreement shall mean the Employer as defined in Section 8(a) of this Agreement and any successor to its business and/or assets as aforesaid. This Agreement will be binding upon, inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees enforceable by all of the parties. Executive acknowledges that Parties and their respective successors and assigns. (b) Except (i) from and after the Effective Time, for the rights of holders of equity securities issued by the Company to receive the consideration set forth in Article 2 (with respect to which such holders shall be third-party beneficiaries) and (ii) as provided in Section 5.11 (with respect to which the Indemnified Parties shall be third-party beneficiaries), this Agreement is intended to benefit the Company, its shareholdersnot intended, and its shall not be deemed, to confer any rights or remedies upon any person other than the Parties and their parentsrespective successors and permitted assigns, affiliatesto create any agreement of employment with any person or to otherwise create any third-party beneficiary hereto. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 7.5 without notice or liability to any other person. In some instances, subsidiariesthe representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, divisions, persons other than the Parties may not rely upon the representations and related companies warranties in this Agreement as characterizations of actual facts or entities, now existing or hereafter created. Both Executive and circumstances as of the Company further acknowledge and agree that the intended beneficiaries date of this Agreement are entitled to enforce the provisions or as of this Agreement by seeking injunctive relief or any other appropriate remedydate. a. Clawback/Recoupment. Notwithstanding any other (c) No provision in this Agreement modifies or amends or creates any Employee Benefit Plan unless this Agreement explicitly states that the provision “amends” or “creates” that Employee Benefit Plan, and no third party shall be entitled to enforce any provision of this Agreement on the contrarygrounds that it is an amendment to, any compensation paid to Executive pursuant or a creation of, an Employee Benefit Plan, unless that provision explicitly states that such enforcement rights are being conferred. This provision shall not prevent the Parties to this Agreement from enforcing any provision of this Agreement. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any other agreement or arrangement with the Company shall be subject to mandatory repayment by Executive to the Company to the extent any such compensation paid to Executive isprovision in this Agreement as an amendment to, or creation of an Employee Benefit Plan, and that provision is construed to be such an amendment or creation despite not being explicitly designated as one in the future becomesthis Agreement, subject to (i) that provision shall lapse retroactively, thereby precluding it from having any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationeffect.

Assignment; Third Party Beneficiaries. Notwithstanding anything else herein, this Agreement is personal to Executive and neither the Agreement nor any rights hereunder may be assigned by Executive. The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Employer” as used in this This Agreement shall mean the Employer as defined in Section 8(a) of this Agreement be binding upon and any successor to its business and/or assets as aforesaid. This Agreement will inure to the benefit of and be enforceable by the parties hereto and any of their respective successors, personal representatives and permitted assigns who agree in writing to be bound by the terms hereof. The Company may not assign any of its rights or delegate any of its duties under this Agreement. Any Holder may, at its election and at any time or from time to time, assign its rights and delegate its duties under this Agreement, in whole or in part, to a Permitted Transferee of such Holder if the Transfer is effected in compliance with the provisions of this Agreement; provided, that, no such assignment shall be binding upon the personal Company or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees obligate the Company to any such Permitted Transferee unless and permitted assignees until the Permitted Transferee delivers to the Company (i) a written notice stating the name and address of the parties. Executive acknowledges that this Agreement is intended Permitted Transferee and identifying the securities with respect to benefit the Company, its shareholderswhich such rights are being assigned, and its and their parents, affiliates, subsidiaries, divisions, and related companies or entities, now existing or hereafter created. Both Executive and (ii) an executed copy of the written agreement (which may be in the form of a counterpart to this Agreement) satisfactory to the Company further acknowledge and agree that by which such Permitted Transferee agrees to be bound, as a Series A Holder or a Series B Holder, as applicable, by the intended beneficiaries terms of this Agreement are to the same extent as if such Permitted Transferee had originally been a party hereto, and provided, further, that no such assignment shall relieve the Holder from its obligations under this Agreement, and the Holder shall be responsible for any action by its Permitted Transferee in breach of this Agreement. Each Indemnitee shall be a third party beneficiary of Section 2.6 and shall be entitled to enforce the provisions thereof directly. Each of this Agreement by seeking injunctive relief Dr. Xxxx Xxxx, Xx. Xxxxxx Xxxxxx or any other appropriate remedy. a. Clawback/Recoupment. Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company Xxxx Xxxxxxxxxx Cancer Research Center shall be subject a third party beneficiary of Section 9.3 and shall be entitled to mandatory repayment by Executive enforce the provisions thereof directly. Each Person who serves as a member of the Board from and after the date hereof shall be a third party beneficiary of Section 9.6 and shall be entitled to enforce the Company to the extent any such compensation paid to Executive is, or in the future becomes, subject to (i) any “clawback” or recoupment policy applicable to Executive that is adopted to comply with any applicable law, rule or regulation (including stock exchange rule), or (ii) any law, rule or regulation (including stock exchange rule) which imposes mandatory recoupment, under circumstances set forth in such law, rule or regulationprovisions thereof directly.