Common use of Avoidance of Control Clause in Contracts

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portion), that would reasonably be expected to pose a substantial risk that (i) the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as such term is used under the HOLA)) would exceed 24.99% of the Company’s total equity or (ii) the Investor’s ownership of any class of voting securities of the Company (together with the ownership by Investor’s Affiliates (as such term is used under the HOLA) of voting securities of the Company) would exceed 9.9% of such class, in each case without the prior written consent of Investor. (c) The Investor shall not take, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (d) In the event that either party hereto, as applicable, breaches its obligations under this Section 4.7 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party and shall cooperate in good faith with such other party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreementthe Transaction Documents, neither the Company nor any Company Subsidiary shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (i) cause the Investor’s equity or any other Person’s ownership of the Company Voting Securities (together with equity of the Company owned ownership by the Investor’s or other Person’s Affiliates (as such term is used under the HOLA)BHC Act) would exceed 24.99% of Voting Securities) to increase above 24.9%, without the prior written consent of the Company’s total equity Investor, or (ii) to increase to an amount that would constitute “control” under the Investor’s ownership of any class of voting securities BHC Act, or otherwise cause the Investor to “control” the Company under and for purposes of the Company BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, neither the Investor nor any other Person (together with the ownership by Investor’s Investor or its Affiliates (as such term is used under the HOLABHC Act)) shall have the ability to exercise any voting rights of voting any securities in excess of 24.9% of the Company) would exceed 9.9% of such class, in each case without the prior written consent of Investortotal outstanding Voting Securities. (cb) The Investor shall not take, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (dc) In the event that either party hereto, as applicable, any of the parties hereto breaches its obligations under this Section 4.7 3.5 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party as promptly as practicable and shall cooperate in good faith with such other party to modify an any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, ,. repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that cause (ia) the InvestorPurchaser’s or any other Person’s equity of the Company (together with equity of the Company owned by the InvestorPurchaser’s or other Person’s Affiliates (as such term is used under the HOLABHC Act)) would to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of Voting Securities by the Purchaser or any other Person, together with their respective Affiliates, as applicable) or (iib) the InvestorPurchaser’s or any other Person’s ownership of any class of voting securities of the Company Voting Securities (together with the ownership by Investorthe Purchaser’s Affiliates (as such term is used under the HOLABHC Act) of voting securities of the CompanyVoting Securities) would to exceed 9.9% of such class%, in each case without the prior written consent of Investor. (c) The Investor shall not takethe Purchaser or such Person, permit or allow any action to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any the Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHC Act, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, the Purchaser (together with its Affiliates (as such term is used under the BHC Act)) with respect shall not have the ability to purchase more than 33.3% of the Company’s total equity or exercise any institution that is not a direct or indirect Company Subsidiary. (d) voting rights of any class of securities in excess of 9.9% of the total outstanding Voting Securities. In the event that either party hereto, as applicable, the. Company or the Purchaser breaches its obligations under this Section 4.7 4.15 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that cause (ia) the Investorsuch Purchaser’s or any other Person’s equity of the Company (together with equity of the Company owned by the Investorsuch Purchaser’s or other Person’s Affiliates (as such term is used under the HOLABHCA)) would to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser or any other Person, together with their respective Affiliates, as applicable) or (iib) the Investorsuch Purchaser’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would to exceed 9.9% %, or to increase to an amount that would constitute “control” under the BHCA, the CIBCA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser to “control” the Company under and for purposes of such classthe BHCA, the CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of Investor. (c) The Investor such Purchaser or such Person; provided however that the Company shall not takebe deemed to be in breach of this Section to the extent that it is taking actions authorized under other Sections of this Agreement. Notwithstanding anything to the contrary in this Agreement, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” no Purchaser (together with its Affiliates (as that such term is defined for purposes used under the BHCA)) shall have the ability to purchase more than 33.3% of 12 U.S.C. §1815(e), as may be amended the Company’s total equity or supplemented from time to time, and exercise any successor thereto) with respect to voting rights of any institution that is not a direct or indirect Company Subsidiary. (d) class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event that either party hereto, as applicable, the Company or a Purchaser breaches its obligations under this Section 4.7 4.14 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any shall not, and shall cause the Company Subsidiary shall knowingly Subsidiaries not to take any action (including any redemption, repurchase, or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (i) cause the Investor’s equity ownership of the Company Voting Securities (together with equity of the Company owned ownership by the Investor’s Affiliates (as such term is used under the HOLA)BHC Act) would exceed 24.99of Voting Securities) to increase to an amount in excess of 4.99% of any class of Voting Securities; provided, however, that the CompanyCompany shall not be deemed to have violated this Section 3.2(a) if it has given the Investor the opportunity to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s total equity pro rata proportion on the same terms as the other participants in such redemption, repurchase or (ii) recapitalization and the Investor fails to so participate; provided further, however, that if any such redemption, repurchase or recapitalization would result in per share proceeds to the Investor of less than the Purchase Price, the Company and the Investor will cooperate in good faith to take such actions as are necessary or advisable to negate any adverse effects arising from the Investor’s ownership of any class Voting Securities exceeding 4.99%, including without limitation, with respect to the number of voting securities shares of Voting Securities the Company (together with the ownership by Investor’s Affiliates (as such term is used under the HOLA) Investor holds in excess of voting securities of the Company) would exceed 9.94.99% of such classclass of Voting Securities, in each case without the prior written consent exchange of nonvoting capital stock for such Voting Securities or the Investor’s grant to the Company of a proxy to vote such Voting Securities. (cb) The Investor shall not, and shall cause its Affiliates not to, take, permit or allow any action that would cause (i) any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company SubsidiarySubsidiary or (ii) the Investor’s ownership of Voting Securities (together with the ownership by the Investor’s Affiliates (as such term is used under the BHC Act) of Voting Securities) to exceed 4.99% of any class of Voting Securities. (dc) In the event that either party hereto, as applicable, hereto breaches its obligations under this Section 4.7 3.2 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party as promptly as practicable and shall cooperate in good faith with such other party to modify an any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (i) the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as cause such term is used under the HOLA)) would exceed 24.99% of the Company’s total equity or (ii) the InvestorPurchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates (as such term is used under the HOLABHC Act) of voting securities of the Company) would to exceed 9.9% of such class%, in each case without the prior written consent of Investor. (c) The Investor shall not takesuch Purchaser, permit or allow any action to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHC Act, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) with respect shall have the ability to exercise any institution that is not a direct or indirect Company Subsidiary. (d) voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event that either party hereto, as applicable, the Company or a Purchaser breaches its obligations under this Section 4.7 4.15 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (i) the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as cause such term is used under the HOLA)) would exceed 24.99% of the Company’s total equity or (ii) the InvestorPurchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates (as such term is used under the HOLABHC Act) of voting securities of the Company) would to exceed 9.9% of such class%, in each case without the prior written consent of Investor. (c) The Investor shall not takesuch Purchaser, permit or allow any action to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHC Act, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) with respect shall have the ability to purchase or exercise any institution that is not a direct or indirect Company Subsidiary. (d) voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event that either party hereto, as applicable, the Company or a Purchaser breaches its obligations under this Section 4.7 4.14 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, except as provided in Section 4.5, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities that would result in such Purchaser, together with such Affiliates, holding in excess of nine point nine percent (9.9%) of the outstanding shares of any class of voting securities of the Company. In the event any Purchaser breaches its obligations under this Section 4.12 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Company and the Investor agrees shall cooperate in good faith with such parties to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission, or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portion), proportion) that would reasonably be expected to pose a substantial risk that (ia) the Investora Purchaser’s equity securities of the Company (together with equity of the Company securities owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)BHCA) would exceed 24.99% thirty-three point three percent (33.3%) of the Company’s total equity (as defined in the Federal Reserve’s Regulation Y) or (iib) the Investora Purchaser’s ownership of any class of voting securities (as defined in the Federal Reserve’s Regulation Y) of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would (i) exceed nine point nine percent (9.9% of such class%), in each case without the prior written consent of Investor. such Purchaser and receipt of any required Bank Regulatory Approvals, or (cii) The Investor shall not take, permit or allow any action increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of Pennsylvania, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act, any applicable provisions of the Laws of Pennsylvania, or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its respective Affiliates (as such term is used under the BHCA)) with respect shall have the ability to purchase more than thirty-three point three percent (33.3%) of the Company’s total equity (as defined in the Federal Reserve’s Regulation Y) or exercise any institution that is not a direct or indirect voting rights of any class of securities in excess of nine point nine percent (9.9%) of any outstanding class of voting securities (as defined in the Federal Reserve’s Regulation Y) of the Company Subsidiary. (d) except as provided in Section 4.5). In the event that either party hereto, as applicable, the Company or any Purchaser breaches its obligations under this Section 4.7 4.12 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreementthe Transaction Documents, neither the Company nor any shall not, and shall cause the Company Subsidiary shall knowingly Subsidiaries not to, take any action (including any redemption, repurchase, or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (i) cause the Investor’s equity or any other Person’s ownership of the Company Voting Securities (together with equity of the Company owned ownership by the Investor’s or other Person’s Affiliates (as such term is used under the HOLA)BHC Act) would exceed 24.99% of Voting Securities) to increase above 24.9%, without the prior written consent of the Company’s total equity Investor, or (ii) to increase to an amount that would constitute “control” under the Investor’s ownership of any class of voting securities BHC Act, or otherwise cause the Investor to “control” the Company under and for purposes of the Company BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, neither the Investor nor any other Person (together with the ownership by Investor’s Investor or its Affiliates (as such term is used under the HOLABHC Act)) shall have the ability to exercise any voting rights of voting any securities in excess of 24.9% of the Company) would exceed 9.9% of such class, in each case without the prior written consent of Investortotal outstanding Voting Securities. (cb) The Investor shall not, and shall cause its Affiliates not to, take, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (dc) In the event that either party hereto, as applicable, hereto breaches its obligations under this Section 4.7 3.6 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party as promptly as practicable and shall cooperate in good faith with such other party to modify an any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, Nonvoting Preferred Stock or other securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock Stock) that would cause the Individual Purchasers, collectively and together with their affiliates (as such term is used in each casethe BHC Act), where the Investor is not given the right (I) to participate in such redemption, repurchase be deemed to own (x) twenty five percent (25%) or recapitalization to the extent more of the Investor’s pro rata portion)outstanding shares of any class of Voting Securities, that would reasonably be expected to pose a substantial risk that or (iy) (A) fifteen percent (15%) or more of the Investor’s outstanding shares of any class of Voting Securities and (B) thirty-three percent (33%) or more of the total equity of the Company Company, or (II) to otherwise control the Company, under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions), in any such case without the prior written consent of each of the Individual Purchasers. Notwithstanding anything to the contrary in this Agreement, in the event that the transactions contemplated hereby would cause the Individual Purchasers, collectively and together with equity of the Company owned by the Investor’s Affiliates their affiliates (as such term is used under the HOLABHC Act), to be deemed to own (x) would exceed 24.99% twenty five percent (25%) or more of the Company’s total equity or (ii) the Investor’s ownership outstanding shares of any class of voting securities Voting Securities, or (y) (A) fifteen percent (15%) or more of the Company outstanding shares of any class of Voting Securities and (together with B) thirty-three percent (33%) or more of the ownership by Investor’s Affiliates (as such term is used under the HOLA) of voting securities total equity of the Company) would exceed 9.9% of such class, in each case without or to otherwise control the prior written consent of Investor. Company, under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (c) The Investor shall not take, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(esuccessor provisions), as may then the Individual Purchasers shall collectively purchase the highest aggregate number of shares of Common Stock and Nonvoting Preferred Stock (and the Subscription Amount (including each such Individual Purchaser’s portion of the Subscription Amount) shall be amended reduced accordingly) such that the Individual Purchasers will not collectively be deemed to own (x) twenty five percent (25%) or supplemented from time more of the outstanding shares of any class of Voting Securities, or (y) (A) fifteen percent (15%) or more of the outstanding shares of any class of Voting Securities and (B) thirty-three percent (33%) or more of the total equity of the Company, or to timeotherwise control the Company, and under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (d) provisions). In the event that either party hereto, as applicable, the Company or the Purchaser breaches its obligations under this Section 4.7 4.17 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, (i) any redemption, repurchase, or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor Purchaser is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the InvestorPurchaser’s pro rata portionproportion and (ii) prior to the conversion of the Convertible Preferred Stock, any action that would cause an adjustment to the conversion prices of the Convertible Preferred Stock pursuant to the terms of the Preferred Certificates of Designation), that would reasonably be expected cause (a) Purchaser’s or any other Person’s capital contributions to pose a substantial risk that (i) the Investor’s equity of the Company (together with equity of the Company owned capital contributions by the InvestorPurchaser’s or other Person’s Affiliates (as such term is used under the HOLABHC Act)) would to exceed 24.9933.3% of the Company’s total equity capital (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser or any other person, together with their respective Affiliates, as applicable) or (iib) the InvestorPurchaser’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by InvestorPurchaser’s Affiliates (as such term is used under the HOLABHC Act) of voting securities of the Company) would to exceed 9.9% of such class%, in each case without the prior written consent of Investor. (c) The Investor shall not takePurchaser or such Person, permit or allow any action to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHC Act, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, Purchaser (together with Affiliates (as such term is used under the BHC Act)) shall not have the ability to contribute more than 33.3% of the Company’s total equity capital (provided that there is no ownership or control by such Purchaser, together with respect to capital contributions by such Purchaser’s Affiliates, in excess of 9.9% of any institution that is class of voting securities of the Company) or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company; provided, however, Purchaser’s exercise of its rights under Section 4.11 will not constitute a direct or indirect Company Subsidiary. (d) breach hereunder. In the event that either party hereto, as applicable, the Company or Purchaser breaches its obligations under this Section 4.7 4.15 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreementletter agreement, neither the Company nor any Company Subsidiary (as defined in the Subscription Documents) shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock common stock, or securities or rights, options or warrants to purchase Common Stockcommon stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock common stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portion), proportion) that would reasonably be expected to pose a substantial risk that would: (i) cause the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as such term is used under the HOLA)Affiliates) would to exceed 24.9924.95% of the Company’s total equity equity; or (ii) cause the Investor’s or any other person’s ownership of any class of voting securities of the Company (together with the ownership by the Investor’s Affiliates (as such term is used under the HOLA) of voting securities of the Company) would to exceed 9.9% of such class24.95%, in each case without the prior written consent of the Investor. (c) The Investor shall not take, permit or allow any action to increase to an amount that would constitute “control” under the BHC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any the Investor to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e), as may be amended the BHC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this letter agreement, the Investor (together with its Affiliates) with respect shall not have the ability to purchase more than 24.95% of the Company’s total equity or exercise any institution that is not a direct or indirect Company Subsidiary. (d) voting rights of any class of securities in excess of 24.95% of the total outstanding voting securities of the Company. In the event that either party hereto, as applicable, the Company or the Investor breaches its obligations under this Section 4.7 paragraph 4(b) or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of neither the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan bank holding company” within the meaning of the HOLABHC Act. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan bank holding company” within the meaning of the HOLABHC Act. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portion), that would reasonably be expected to pose a substantial risk that (i) the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as such term is used under the HOLABHC Act)) would exceed 24.99% of the Company’s total equity or (ii) the Investor’s ownership of or control of, or power to vote, any class of voting securities Voting Securities of the Company (together with the ownership by Investor’s Affiliates (as such term is used under defined in the HOLABHC Act) of voting securities Voting Securities of the Company) would exceed 9.924.99% of any such class, in each case without the prior written consent of Investor. (c) The Investor shall not take, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §§ 1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (d) In the event that either party hereto, as applicable, breaches its obligations under this Section 4.7 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party and shall cooperate in good faith with such other party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither Neither the Company nor any Company Subsidiary shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock or other Voting Securities of the Company, or securities or rights, options or warrants to purchase Common StockStock or other Voting Securities of the Company, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each caseor other Voting Securities of the Company, where except where, solely with respect to any such redemption, repurchase or recapitalization of the Common Stock, the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that cause (i) the Investor’s equity Voting Securities “owned” or “controlled,” directly or indirectly, by the Investor or any Affiliate of the Company (together with equity Investor for purposes of the Bank Holding Company Act, as amended (the “BHC Act”) and its implementing regulations (for the avoidance of doubt, excluding any securities owned or controlled in a fiduciary capacity, solely for trading purposes, pursuant to an underwriting commitment, in inventory in connection with market making activities, received in lieu of a debt previously contracted if disposed of within the time required by applicable law, and such other holdings as may not constitute ownership or control for purposes of the Investor’s Affiliates BHC Act, as determined from time to time by interpretations or guidance from the staff of the Board of Governors of the Federal Reserve (as such term is used under the HOLA“Federal Reserve Board”)) would exceed 24.99to increase above 4.99% of the Company’s total equity Voting Securities, or (ii) the Investor’s total aggregate ownership of any class of voting securities Voting Securities and Nonvoting Securities of the Company (together with to exceed 24.9% of the ownership by Investor’s Affiliates (as such term is used under the HOLA) of voting securities Total Equity of the Company) would exceed 9.9% of such class, consistent with the restrictions set forth in each case the Federal Reserve Board’s guidance for non-controlling equity investments, without the prior written consent of the Investor. (c) The Investor ; provided, further, that in the event of a sale, merger, consolidation or other similar transaction involving the Company following the Closing Date, the Company shall not take, permit or allow take any action that would cause the Investor to own more than 4.99% of the total Voting Securities, or more than 24.9% of the total issued and outstanding equity, of the acquiror or surviving company, as applicable, following consummation of any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for such transaction. For the purposes of this letter agreement, “Voting Securities” shall have such meaning as defined in 12 U.S.C. §1815(eCFR 225.2(q)(1); “Nonvoting Securities” shall have such meaning as defined in 12 CFR 225.2(q)(2); and “Total Equity” shall have such meaning as defined in 12 CFR 225.34, in each case, as may be amended or supplemented modified from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (d) In the event that either party hereto, as applicable, breaches its obligations under this Section 4.7 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party and shall cooperate in good faith with such other party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none total outstanding voting securities of the Investor nor any of Company. In the event a Purchaser breaches its Affiliates will becomeobligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, control, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (ia) the Investorsuch Purchaser’s equity of the Company (together with equity of the Company owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)BHCA) would to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) the Investorsuch Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would to exceed 9.9% of such class%, in each case without the prior written consent of Investor. (c) The Investor shall not takesuch Purchaser, permit or allow any action to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of South Carolina Law, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) with respect shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any institution that is not a direct or indirect Company Subsidiary. (d) voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event that either party hereto, as applicable, the Company or a Purchaser breaches its obligations under this Section 4.7 4.14 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of neither the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan bank holding company” within the meaning of the HOLABHC Act. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan bank holding company” within the meaning of the HOLABHC Act. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portion), that would reasonably be expected to pose a substantial risk that (i) the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as such term is used under the HOLABHC Act)) would exceed 24.999.99% of the Company’s total equity or (ii) the Investor’s ownership of or control of, or power to vote, any class of voting securities Voting Securities of the Company (together with the ownership by Investor’s Affiliates (as such term is used under defined in the HOLABHC Act) of voting securities Voting Securities of the Company) would exceed 9.99.99% of any such class, in each case without the prior written consent of Investor. (c) The Investor shall not take, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §§ 1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (d) In the event that either party hereto, as applicable, breaches its obligations under this Section 4.7 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party and shall cooperate in good faith with such other party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company and Company’s total equity or exercise any voting rights of any class of securities in excess of 4.99% (provided that, upon written notice from such Purchaser to the Investor agrees to cooperate and use its reasonable best efforts to ensure that none Company, such Purchaser may purchase such greater percentage as may be permitted following such Purchaser’s receipt of regulatory non-objection under the Change in Bank Control Act of 1978, as amended) of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning total outstanding voting securities of the HOLACompany. The Company In the event a Purchaser breaches its obligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, it shall not knowingly promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portionproportion), that would reasonably be expected would, to pose a substantial risk that its knowledge, cause (ia) the Investorsuch Purchaser’s equity of the Company (together with equity of the Company owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)BHCA) would to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 4.99% (provided that upon written notice from such Purchaser to the Company, such Purchaser may purchase such greater percentage as may be permitted following such Purchaser’s receipt of regulatory non-objection under the Change in Bank Control Act of 1978, as amended) of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) the Investorsuch Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would to exceed 9.94.99% (provided that, upon written notice from such Purchaser to the Company, such Purchaser may purchase such greater percentage as may be permitted following such Purchaser’s receipt of such classregulatory non-objection under the Change in Bank Control Act of 1978, as amended), in each case without the prior written consent of Investor. (c) The Investor shall not takesuch Purchaser, permit or allow any action to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of Pennsylvania Law, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiaryprovisions). (d) In the event that either party hereto, as applicable, breaches its obligations under this Section 4.7 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party and shall cooperate in good faith with such other party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any shall not, and shall cause the Company Subsidiary shall knowingly Subsidiaries not to take any action (including any redemption, repurchase, or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (i) cause the Investor’s equity ownership of the Company Voting Securities (together with equity of the Company owned ownership by the Investor’s Affiliates (as such term is used under the HOLA)BHC Act) would exceed 24.99of Voting Securities) to increase to an amount in excess of 4.9% of the Company’s total equity or (ii) the Investor’s ownership of any class of voting securities Voting Securities; provided, however, that the Company shall not be deemed to have violated this Section 3.2(a) if it has given the Investor the opportunity to participate in such redemption, repurchase or recapitalization to the extent of the Company (together with the ownership by Investor’s Affiliates (pro rata proportion on the same terms as the other participants in such term is used under redemption, repurchase or recapitalization and the HOLA) of voting securities of the Company) would exceed 9.9% of such class, in each case without the prior written consent of InvestorInvestor fails to so participate. (cb) The Investor shall not, and shall cause its Affiliates not to, take, permit or allow any action that would cause (i) any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company SubsidiarySubsidiary or (ii) the Investor’s ownership of Voting Securities (together with the ownership by the Investor’s Affiliates (as such term is used under the BHC Act) of Voting Securities) to exceed 4.9% of any class of Voting Securities. (dc) In the event that either party hereto, as applicable, hereto breaches its obligations under this Section 4.7 3.2 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party as promptly as practicable and shall cooperate in good faith with such other party to modify an any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, except as provided in Section 4.6, no Purchaser (together with its Affiliates (as such term is used under the HOLA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of nine point nine percent (9.9%) of the outstanding shares of any class of voting securities of the Company. In the event any Purchaser breaches its obligations under this Section 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Company and the Investor agrees shall cooperate in good faith with such parties to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission, or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portion), proportion) that would reasonably be expected to pose a substantial risk that (ia) the Investora Purchaser’s equity securities of the Company (together with equity of the Company securities owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)) would exceed 24.99% twenty-four point nine percent (24.9%) of the Company’s total equity (as interpreted under the Federal Reserve’s Regulation LL) or (iib) the Investora Purchaser’s ownership of any class of voting securities (as defined in the Federal Reserve’s Regulation LL) of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA) of voting securities of the Company) would (i) exceed nine point nine percent (9.9% of such class%), in each case without the prior written consent of Investor. such Purchaser and receipt of any required Bank Regulatory Approvals, or (cii) The Investor shall not take, permit or allow any action increase to an amount that would constitute “control” under HOLA, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)HOLA, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its respective Affiliates (as such term is used under HOLA)) with respect shall have the ability to purchase more than twenty-four point nine percent (24.9%) of the Company’s total equity (as interpreted under the Federal Reserve’s Regulation LL) or exercise any institution that is not a direct or indirect voting rights of any class of securities in excess of nine point nine percent (9.9%) of any outstanding class of voting securities (as defined in the Federal Reserve’s Regulation LL) of the Company Subsidiary. (d) except as provided in Section 4.6). In the event that either party hereto, as applicable, the Company or any Purchaser breaches its obligations under this Section 4.7 4.13 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, except as provided in Section 4.6, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of nine point nine percent (9.9%) of the outstanding shares of any class of voting securities of the Company. In the event any Purchaser breaches its obligations under this Section 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Company and the Investor agrees shall cooperate in good faith with such parties to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission, or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portion), proportion) that would reasonably be expected to pose a substantial risk that (ia) the Investora Purchaser’s equity securities of the Company (together with equity of the Company securities owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)BHCA) would exceed 24.99% thirty-three point three percent (33.3%) of the Company’s total equity or (iib) the Investora Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would (i) exceed nine point nine percent (9.9% of such class%), in each case without the prior written consent of Investor. such Purchaser and receipt of any required Bank Regulatory Approvals, or (cii) The Investor shall not take, permit or allow any action increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of New York, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act, any applicable provisions of the Laws of the State of New York, or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its respective Affiliates (as such term is used under the BHCA)) with respect shall have the ability to purchase more than thirty-three point three percent (33.3%) of the Company’s total equity or exercise any institution that is not a direct or indirect voting rights of any class of securities in excess of nine point nine percent (9.9%) of any outstanding class of voting securities of the Company Subsidiary. (d) except as provided in Section 4.6). In the event that either party hereto, as applicable, the Company or any Purchaser breaches its obligations under this Section 4.7 4.13 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none total outstanding Voting Securities of the Investor nor any of Company. In the event a Purchaser breaches its Affiliates will becomeobligations under this Section 4.13 or believes that it is reasonably likely to breach such an obligation, control, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company its Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (ia) the Investorsuch Purchaser’s equity of the Company (together with equity of the Company owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)BHCA) would to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of Voting Securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) the Investorsuch Purchaser’s ownership of any class of voting securities Voting Securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLABHCA) of voting securities Voting Securities of the Company) would to exceed 9.9% of such class%, in each case without the prior written consent of Investor. (c) The Investor shall not takesuch Purchaser, permit or allow any action to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) with respect shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any institution that is not a direct or indirect Company Subsidiary. (d) voting rights of any class of securities in excess of 9.9% of the total outstanding Voting Securities of the Company. In the event that either party hereto, as applicable, the Company or a Purchaser breaches its obligations under this Section 4.7 4.13 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither Neither the Company nor any Company Subsidiary shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock Voting Securities or Nonvoting Securities of the Company, or securities or rights, options or warrants to purchase Common StockVoting Securities or Nonvoting Securities of the Company, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Voting Securities or Nonvoting Securities of the Company, except where, solely with respect to any such redemption, repurchase or recapitalization of the Common Stock in each caseStock, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portionproportion), that would reasonably be expected to pose a substantial risk that cause (i) the Investor’s equity Voting Securities “owned” or “controlled,” directly or indirectly, by the Investor or any Affiliate of the Company (together with equity Investor for purposes of the Bank Holding Company Act, as amended (the “BHC Act”) and its implementing regulations (for the avoidance of doubt, excluding any securities owned or controlled in a fiduciary capacity, solely for trading purposes, pursuant to an underwriting commitment, in inventory in connection with market making activities, received in lieu of a debt previously contracted if disposed of within the time required by applicable law, and such other holdings as may not constitute ownership or control for purposes of the Investor’s Affiliates BHC Act, as determined from time to time by interpretations or guidance from the staff of the Board of Governors of the Federal Reserve (as such term is used under the HOLA“Federal Reserve”)) would exceed 24.99to increase above 4.9% of the Company’s total equity Voting Securities outstanding, or (ii) the Investor’s total aggregate ownership percentage of any class of voting securities Voting Securities and Nonvoting Securities of the Company (together with to exceed 24.9% of the ownership by Investor’s Affiliates (as such term is used under the HOLA) of voting securities total issued and outstanding equity of the Company) would exceed 9.9% of such class, consistent with the restrictions set forth in each case the Federal Reserve’s guidance for non-controlling equity investments, without the prior written consent of the Investor. (c) The Investor ; provided, that in the event of a sale, merger, consolidation or other similar transaction involving the Company following the Closing , the Company shall not take, permit or allow take any action that would cause the Investor to own more than 4.9% of the total Voting Securities, or more than 24.9% of the total issued and outstanding equity, of the acquirer or surviving company, as applicable, following consummation of any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for such transaction. For the purposes of this letter agreement, “Voting Securities” shall have such meaning as defined in 12 U.S.C. §1815(eCFR 225.2(q)(1) and “Nonvoting Securities” shall have such meaning as defined in 12 CFR 225.2(q)(2), as may be amended or supplemented modified from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (d) In the event that either party hereto, as applicable, breaches its obligations under this Section 4.7 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party and shall cooperate in good faith with such other party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none total outstanding voting securities of the Investor nor any of Company. In the event a Purchaser breaches its Affiliates will becomeobligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, control, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission or recapitalization to the extent of the Investor’s such Purchaser's pro rata portionproportion), that would reasonably be expected to pose a substantial risk that (ia) the Investor’s such Purchaser's equity of the Company (together with equity of the Company owned by the Investor’s Affiliates such Purchaser's affiliates (as such term is used under the HOLA)BHCA) would to exceed 24.9933.3% of the Company’s 's total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser's Affiliates) or (iib) the Investor’s such Purchaser's ownership of any class of voting securities of the Company (together with the ownership by Investor’s such Purchaser's Affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would to exceed 9.9% of such class%, in each case without the prior written consent of Investor. (c) The Investor shall not takesuch Purchaser, permit or allow any action to increase to an amount that would constitute "control" under the BHCA, the CIBC Act, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to "control" the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) with respect shall have the ability to purchase more than 33.3% of the Company's total equity or exercise any institution that is not a direct or indirect Company Subsidiary. (d) voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event that either party hereto, as applicable, the Company or a Purchaser breaches its obligations under this Section 4.7 4.14 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of nine point nine percent (9.9%) of the total outstanding voting securities of the Company. In the event any Purchaser breaches its obligations under this Section 4.12 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Company and the Investor agrees shall cooperate in good faith with such parties to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Shares, or securities or rights, options or warrants to purchase Common StockShares, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock Shares in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission, or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portion), proportion) that would reasonably be expected to pose cause (a) a substantial risk that (i) the InvestorPurchaser’s equity of the Company (together with equity of the Company owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)BHCA) would to exceed 24.99% thirty-three point three percent (33.3%) of the Company’s total equity (provided that there is no ownership or control in excess of nine point nine percent (9.9%) of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s affiliates) or (iib) the Investora Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would to exceed nine point nine percent (9.9% of such class%), in each case without the prior written consent of Investor. (c) The Investor shall not takesuch Purchaser, permit or allow any action to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Ohio, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchaser (together with its respective Affiliates (as such term is used under the BHCA)) with respect shall have the ability to purchase more than thirty-three point three percent (33.3%) of the Company’s total equity or exercise any institution that is not a direct or indirect Company Subsidiary. voting rights of any class of securities in excess of nine point nine percent (d9.9%) of the total outstanding voting securities of the Company. In the event that either party hereto, as applicable, the Company or any Purchaser breaches its obligations under this Section 4.7 4.12 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly not take any action (including any redemption, repurchase, or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor Purchaser is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the InvestorPurchaser’s pro rata portion), proportion) that would reasonably be expected to pose a substantial risk that (i) cause the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as such term is used under the HOLA)) would exceed 24.99% of the Company’s total equity or (ii) the InvestorPurchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investor’s Affiliates (as such term is used under defined in the HOLABHC Act) of voting securities of the Company) would exceed 9.9% of such classto increase above 24.99%, in each case without the prior written consent of Investorthe Purchaser, or to increase to an amount that would constitute “control” under the BHC Act, or otherwise cause the Purchaser to “control” the Company under and for purposes of the BHC Act. (c) The Investor shall not take, permit or allow any action that would cause any Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary. (db) In the event that either party hereto, as applicable, the Company breaches its obligations under this Section 4.7 4.14 (a) or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party Purchaser as promptly as practicable and shall cooperate in good faith with such other party the Purchaser to modify an any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (c) Without the prior written consent of the Company, the Purchaser shall not, and shall cause its Affiliates not to, purchase or otherwise acquire shares of Common Stock that would result in the Purchaser and its Affiliates collectively owning in excess of 24.99% of the issued and outstanding shares of Common Stock; provided, however, the foregoing restriction shall terminate if the Company or any of its banking Subsidiaries: (i) is subject to any cease-and-desist or other order, or is a party to any written agreement or consent agreement issued under the authority of Section 8(b) of the Federal Deposit Insurance Act if the formal enforcement agreement with the FDIC or the Federal Reserve relates to capital adequacy; or (ii) is required to submit a capital restoration plan under the authority of Section 38 of the Federal Deposit Insurance Act; or (iii) any comparable formal enforcement agreement with the ODFI under applicable Ohio Law. (d) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not have the ability to exercise any voting rights of any securities in excess of 24.99% of the total outstanding voting securities (as defined in the BHC Act) of the Company unless the Purchaser has received the necessary approvals, Consents or non-objections from the appropriate Regulatory Authorities to exercise such voting rights. 11. Article IV, Section 4.15, subsection (a) of the Agreement is hereby deleted in its entirety and the following new Section 4.15(a) is inserted in place thereof:

Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA. (b) Notwithstanding anything to the contrary in this Agreementletter agreement, neither the Company nor any Company Subsidiary (as defined in the Subscription Documents) shall knowingly take any action (including any redemption, repurchase, or recapitalization of Common Stock common stock, or securities or rights, options or warrants to purchase Common Stockcommon stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock common stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata portion), proportion) that would reasonably be expected to pose a substantial risk that would: (i) cause the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as such term is used under the HOLA)Affiliates) would to exceed 24.9924.95% of the Company’s total equity equity; or (ii) cause the Investor’s ownership of any class of voting securities of the Company (together with the ownership by the Investor’s Affiliates (as such term is used under the HOLA) of voting securities of the Company) would to exceed 9.99.95% of such class(or 4.95%, if so elected by the Investor), in each case without the prior written consent of Investor. the Investor (c) The Investor which consent shall not takebe unreasonably withheld), permit or allow any action to increase to an amount that would constitute “control” under the HOLA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any the Investor to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e), as may be amended the HOLA or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this letter agreement, the Investor (together with its Affiliates) with respect shall not have the ability to own or control (A) more than 24.95% of the Company’s total equity or (B) in excess of 9.95% (or 4.95%, if so elected by the Investor) of any institution that is not a direct or indirect Company Subsidiary. (d) class of voting securities of the Company. In the event that either party hereto, as applicable, the Company or the Investor breaches its obligations under this Section 4.7 paragraph 4(b) or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party to modify an ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Each Notwithstanding anything to the contrary in this Agreement, except as provided in Section 4.6, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of nine point nine percent (9.9%) of the outstanding shares of any class of voting securities of the Company. In the event any Purchaser breaches its obligations under this Section 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Company and the Investor agrees shall cooperate in good faith with such parties to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, modify ownership or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly make other arrangements or take any action which would reasonably be expected other action, in each case, as is necessary to result in any of the Investor cure or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLAavoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly take any action (including including, without limitation, any redemption, repurchase, rescission or recapitalization of Common Stock Stock, or securities or rights, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor each Purchaser is not given the right to participate in such redemption, repurchase repurchase, rescission, or recapitalization to the extent of the Investorsuch Purchaser’s pro rata portion), proportion) that would reasonably be expected to pose a substantial risk that (ia) the Investora Purchaser’s equity securities of the Company (together with equity of the Company securities owned by the Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLA)BHCA) would exceed 24.99% thirty-three point three percent (33.3%) of the Company’s total equity or (iib) the Investora Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by Investorsuch Purchaser’s Affiliates affiliates (as such term is used under the HOLABHCA) of voting securities of the Company) would (i) exceed nine point nine percent (9.9% of such class%), in each case without the prior written consent of Investor. such Purchaser and receipt of any required Bank Regulatory Approvals, or (cii) The Investor shall not take, permit or allow any action increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Delaware, or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause any such Purchaser to “control” the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHCA, as may be amended the CIBC Act, any applicable provisions of the Laws of the State of Delaware, or supplemented from time to time, and any rules or regulations promulgated thereunder (or any successor theretoprovisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its respective Affiliates (as such term is used under the BHCA)) with respect shall have the ability to purchase more than thirty-three point three percent (33.3%) of the Company’s total equity or exercise any institution that is not a direct or indirect voting rights of any class of securities in excess of nine point nine percent (9.9%) of any outstanding class of voting securities of the Company Subsidiary. (d) except as provided in Section 4.6). In the event that either party hereto, as applicable, the Company or any Purchaser breaches its obligations under this Section 4.7 4.13 or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other party hereto and shall cooperate in good faith with such other party parties to modify an ownership or or, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.