Common use of Avoidance of Control Clause in Contracts

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause such Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or 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 such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) such Purchaser’s equity of the Company (together with equity owned by such Purchaser’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% 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 (b) such Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or 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 such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.17 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission or recapitalization of Common 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 in each case, where each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), Stock) that would cause such Purchaser’s ownership of any class of voting securities of the Company (Individual Purchasers, collectively and together with the ownership by such Purchaser’s Affiliates their affiliates (as such term is used under in the BHC Act), (I) to be deemed to own (x) twenty five percent (25%) or more of voting securities 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 (II) to exceed 9.9%otherwise control the Company, in each case without the prior written consent of such Purchaser, or 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), 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 their affiliates (as such term is used under the BHC Act), to be deemed to own (x) twenty five percent (25%) or 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 otherwise cause control the Company, under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions), 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 Purchaser Individual Purchaser’s portion of the Subscription Amount) shall be reduced accordingly) such that the Individual Purchasers will not collectively be deemed to “control” own (x) twenty five percent (25%) or more of the Company 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 otherwise control the Company, under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a the Purchaser breaches its obligations under this Section 4.14 4.17 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties party hereto and shall cooperate in good faith with such parties party to modify 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. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) such Purchaser’s or any other Person’s equity of the Company (together with equity owned by such Purchaser’s or other Person’s Affiliates (as such term is used under the BHCA)) to exceed 33.3% 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 (b) such Purchaser’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC ActBHCA) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act 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 the BHC ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of such Purchaser or such Person; provided however that the Company shall not be 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, no Purchaser (together with its Affiliates (as such term is used under the BHC ActBHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall take any action (including, without limitation, (i) any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission repurchase or recapitalization to the extent of such Purchaser’s pro rata proportionproportion 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 cause (a) Purchaser’s or any other Person’s capital contributions to the Company (together with capital contributions by Purchaser’s or other Person’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% 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 (b) Purchaser’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of Purchaser or such PurchaserPerson, or 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 such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall not have the ability to purchase 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 capital contributions by such Purchaser’s Affiliates, in excess of 9.9% of any 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 breach hereunder. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.15 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (i) such Purchaser’s equity of the Company (together with equity of the Company owned by such Purchaser’s Affiliates (as such term is used under the BHC Act)) to exceed 24.99% of the Company’s total equity (provided there is no ownership or control in excess of 9.99% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (ii) such Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.99.99%, in each case without the prior written consent of such Purchaser, or 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 such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase more than 24.99% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.99.99% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto Purchasers and shall cooperate in good faith with such parties the Purchasers to modify 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. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, ,. repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) the Purchaser’s or any other Person’s equity of the Company (together with equity owned by the Purchaser’s or other Person’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% 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 (b) the Purchaser’s or any other Person’s ownership of any class of voting securities of the Company Voting Securities (together with the ownership by such the Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the CompanyVoting Securities) to exceed 9.9%, in each case without the prior written consent of the Purchaser or such PurchaserPerson, or 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 such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no the Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall not have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the CompanyVoting Securities. In the event either the the. Company or a the Purchaser breaches its obligations under this Section 4.14 4.15 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall take any action (including, without limitation, including any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission repurchase or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) Purchaser’s or any other person’s capital contributions to the Company (together with capital contributions by Purchaser’s or other person’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% 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 (b) Purchaser’s or any other person’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of Purchaser or such Purchaserperson, or 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 such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall not have the ability to purchase contribute more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.10 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, (i) any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion)proportion or (ii) any merger, consolidation or other change of control, that would cause (a) such Purchaser’s or any other Person’s equity of the Company (together with equity owned by such Purchaser’s or other Person’s affiliates (as such term is used under the BHCA)) to exceed 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 (b) such Purchaser’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates affiliates (as such term is used under the BHC ActBHCA) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act 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 the BHC ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of such Purchaser or such Person; provided, however, that the Company shall not be 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, no Purchaser (together with its Affiliates affiliates (as such term is used under the BHC ActBHCA)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.13 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) such Purchaser’s equity of the Company (together with equity owned by such Purchaser’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% of the Company’s total equity or (b) such Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act Act, any applicable provisions of Minnesota Law, 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 the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.9 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify 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. Notwithstanding anything to the contrary in this Agreement, neither (a) Neither the Company nor any Company Subsidiary shall take any action (including, without limitation, including any redemption, repurchase, rescission or recapitalization of Common StockVoting 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 each Purchaser the Investor is not given the right to participate in such redemption, repurchase, rescission repurchase or recapitalization to the extent of such Purchaserthe Investor’s pro rata proportion), that would cause such Purchaser’s ownership of (i) the Voting Securities “owned” or “controlled,” directly or indirectly, by the Investor or any class of voting securities Affiliate of the Investor for purposes of the Bank Holding Company Act, as amended (together with the ownership by such Purchaser’s Affiliates (as such term is used under the “BHC Act”) and its implementing regulations (for the avoidance of voting doubt, excluding any securities of the Company) owned or controlled in a fiduciary capacity, solely for trading purposes, pursuant to exceed 9.9%an underwriting commitment, in each case without inventory in connection with market making activities, received in lieu of a debt previously contracted if disposed of within the prior written consent of time required by applicable law, and such Purchaser, other holdings as may not constitute ownership or 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 such Purchaser to “control” the Company under and control for purposes of the BHC Act, as determined from time to time by interpretations or guidance from the CIBC Act or any rules or regulations promulgated thereunder staff of the Board of Governors of the Federal Reserve (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act“Federal Reserve”)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9increase above 4.9% of the total Voting Securities outstanding, or (ii) the Investor’s total aggregate ownership percentage of Voting Securities and Nonvoting Securities of the Company to exceed 24.9% of the total issued and outstanding voting securities equity of the Company. In , consistent with the restrictions set forth in the Federal Reserve’s guidance for non-controlling equity investments, without the prior written consent of the Investor; provided, that in the event either of a sale, merger, consolidation or other similar transaction involving the Company or a Purchaser breaches its obligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligationfollowing the Closing , it the Company shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or not take any other actionaction that would cause the Investor to own more than 4.9% of the total Voting Securities, in each caseor more than 24.9% of the total issued and outstanding equity, of the acquirer or surviving company, as is necessary to cure or avoid applicable, following consummation of any such breach.transaction. For the purposes of this letter agreement, “

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion), that would cause such the Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.94.9%, in each case without the prior written consent of such the Purchaser, or 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 such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates affiliates (as such term is used under the BHC Act)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of more than 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a the Purchaser breaches its obligations under this Section 4.14 22 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties party hereto and shall cooperate in good faith with such parties party to modify 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. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser Buyer is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such PurchaserBuyer’s pro rata proportion), that would cause such PurchaserBuyer’s ownership of any class of voting securities of the Company (together with the ownership by such PurchaserBuyer’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such PurchaserBuyer, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser Buyer to “control” the Company under and for purposes of the BHC Act, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything , in each case without the prior written consent of such Buyer; provided however that the Company shall not be deemed to be in breach of this Section to the contrary in extent that it is taking actions authorized under other Sections of this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4(g) or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto Buyers and shall cooperate in good faith with such parties Buyers to modify 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. Notwithstanding anything to the contrary in this Agreementletter agreement, neither the Company nor any Company Subsidiary (as defined in the Subscription Documents) shall take any action (including, without limitation, including any redemption, repurchase, rescission or recapitalization of Common Stockcommon 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 each Purchaser the Investor is not given the right to participate in such redemption, repurchase, rescission repurchase or recapitalization to the extent of such Purchaserthe Investor’s pro rata proportion), ) that would would: (i) cause such Purchaserthe Investor’s equity of the Company (together with equity owned by the Investor’s Affiliates) to exceed 24.95% of the Company’s total equity; or (ii) cause the Investor’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaserthe Investor’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.99.95% (or 4.95%, if so elected by the Investor), in each case without the prior written consent of such Purchaserthe Investor (which consent shall not be unreasonably withheld), or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act HOLA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser the Investor to “control” the Company under and for purposes of the BHC Act, the CIBC Act HOLA or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreementletter agreement, no Purchaser the Investor (together with its Affiliates (as such term is used under the BHC Act)Affiliates) shall not have the ability to purchase own or exercise any voting rights 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 class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser the Investor breaches its obligations under this Section 4.14 paragraph 4(b) or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties party hereto and shall cooperate in good faith with such parties party to modify 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. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, (i) any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion)proportion or (ii) any merger, consolidation or other change of control, that would cause (a) such Purchaser’s or any other Person’s equity of the Company (together with equity owned by such Purchaser’s or other Person’s Affiliates (as such term is used under the BHCA)) to exceed 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 (b) such Purchaser’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC ActBHCA) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act 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 the BHC ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of such Purchaser or such Person; provided however that the Company shall not be 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, no Purchaser (together with its Affiliates (as such term is used under the BHC ActBHCA)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.13 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither (a) Neither the Company nor any Company Subsidiary shall take any action (including, without limitation, including any redemption, repurchase, rescission or recapitalization of Common StockStock 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 each Purchaser 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, rescission repurchase or recapitalization to the extent of such Purchaserthe Investor’s pro rata proportion), that would cause such Purchaser’s ownership of (i) the Voting Securities “owned” or “controlled,” directly or indirectly, by the Investor or any class of voting securities Affiliate of the Investor for purposes of the Bank Holding Company Act, as amended (together with the ownership by such Purchaser’s Affiliates (as such term is used under the “BHC Act”) and its implementing regulations (for the avoidance of voting doubt, excluding any securities of the Company) owned or controlled in a fiduciary capacity, solely for trading purposes, pursuant to exceed 9.9%an underwriting commitment, in each case without inventory in connection with market making activities, received in lieu of a debt previously contracted if disposed of within the prior written consent of time required by applicable law, and such Purchaser, other holdings as may not constitute ownership or 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 such Purchaser to “control” the Company under and control for purposes of the BHC Act, as determined from time to time by interpretations or guidance from the CIBC Act or any rules or regulations promulgated thereunder staff of the Board of Governors of the Federal Reserve (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act“Federal Reserve Board”)) to increase above 4.99% of the Company’s Voting Securities, or (ii) the Investor’s total aggregate ownership of Voting Securities and Nonvoting Securities of the Company to exceed 24.9% of the Total Equity of the Company, consistent with the restrictions set forth in the Federal Reserve Board’s guidance for non-controlling equity investments, without the prior written consent of 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 have not take any action that would cause the ability Investor to purchase or exercise any voting rights of any class of securities in excess of 9.9own more than 4.99% of the total outstanding voting securities Voting Securities, or more than 24.9% of the Company. In total issued and outstanding equity, of the event either the Company acquiror or a Purchaser breaches its obligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each casesurviving company, as is necessary to cure or avoid applicable, following consummation of any such breach.transaction. For the purposes of this letter agreement, “

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s 's pro rata proportion), that would cause (a) such Purchaser’s 's equity of the Company (together with equity owned by such Purchaser's Affiliates (as such term is used under the BHC Act)) to exceed 33.3% of the Company's total equity (provided that there is no ownership or control in excess of 9.99% of any class of voting securities of the Company by such Purchaser, together with such Purchaser's Affiliates) or (b) such Purchaser's ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s 's Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.99.99%, in each case without the prior written consent of such Purchaser, or 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 such Purchaser to “"control” " the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase more than 33.3% of the Company's total equity or exercise any voting rights of any class of securities in excess of 9.99.99% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.16 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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, except where each the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion), that would cause such the Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates affiliates (as such term is used under the BHC Home Owners’ Loan Act) of voting securities of the Company) to exceed 9.9%, in each case or 25% of the total equity, without the prior written consent of such the Purchaser, or to increase to an amount that would constitute “control” under the BHC Home Owners’ Loan Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such the Purchaser to “control” the Company under and for purposes of the BHC Home Owners’ Loan Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). It shall not constitute a default by the Company under this Section for the Company to record any such transactions on its corporate records, or to take any actions required by any Bank Regulatory Authority. Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates affiliates (as such term is used under the BHC Home Owners’ Loan Act)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of more than 9.9% of the total outstanding voting securities of the Company, or 25% of the total outstanding equity of the Company. In the event either the Company or a the Purchaser breaches its obligations under this Section 4.14 22 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties party hereto and shall cooperate in good faith with such parties party to modify 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. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 Stock, in each case, where each Purchaser is not given the right to participate in such redemption, repurchase, rescission repurchase or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) any Purchaser’s (together with equity owned by such Purchaser’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% of the Company’s total equity or (b) any Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or 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 such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.16 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion), that would cause such the Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such the Purchaser, or 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 such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates affiliates (as such term is used under the BHC Act)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of more than 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a the Purchaser breaches its obligations under this Section 4.14 22 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties party hereto and shall cooperate in good faith with such parties party to modify 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. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission or recapitalization of Class A Common Stock, or securities or rights, options or warrants to purchase Class A Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Class A Common Stock in each case, where each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) such Purchaser’s equity of the Company (together with equity owned by such Purchaser’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% 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 (b) such Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or 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 such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.17 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser Shareholder is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such PurchaserShareholder’s pro rata proportion), that would cause (a) such PurchaserShareholder’s or any other Person’s equity of the Company (together with equity owned by such Shareholder’s or other Person’s Affiliates (as such term is used under the BHCA)) to exceed 33.3% 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 Shareholder or any other Person, together with their respective Affiliates, as applicable) or (b) such Shareholder’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by such PurchaserShareholder’s Affiliates (as such term is used under the BHC ActBHCA) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser Shareholder to “control” the Company under and for purposes of the BHC ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of such Shareholder or such Person; provided however that the Company shall not be 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, no Purchaser Shareholder (together with its Affiliates (as such term is used under the BHC ActBHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser Shareholder breaches its obligations under this Section 4.14 4.13 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion), that would cause such (i) the Purchaser’s equity of the Company (together with equity owned by the Purchaser’s Affiliates) to exceed 33.3% 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 the Purchaser, together with the Purchaser’s Affiliates) or (ii) the Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such the Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such the Purchaser, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Change in Bank Control Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Change in Bank Control Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no the Purchaser (together with its Affiliates (as such term is used under the BHC Act)Affiliates) shall not have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a the Purchaser breaches its obligations under this Section 4.14 4.27 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto party and shall cooperate in good faith with such parties party to modify 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. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, ,. repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) the Purchaser’s or any other Person’s equity of the Company (together with equity owned by the Purchaser’s or other Person’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% 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 (b) the Purchaser’s or any other Person’s ownership of any class of voting securities of the Company Voting Securities (together with the ownership by such the Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the CompanyVoting Securities) to exceed 9.9%, in each case without the prior written consent of the Purchaser or such PurchaserPerson, or 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 such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no the Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall not have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the CompanyVoting Securities. In the event either the the. Company or a the Purchaser breaches its obligations under this Section 4.14 4.17 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, ,. repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (a) the Purchaser’s or any other Person’s equity of the Company (together with equity owned by the Purchaser’s or other Person’s Affiliates (as such term is used under the BHC Act)) to exceed 33.3% 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 (b) the Purchaser’s or any other Person’s ownership of any class of voting securities of the Company Voting Securities (together with the ownership by such the Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the CompanyVoting Securities) to exceed 9.9%, in each case without the prior written consent of the Purchaser or such PurchaserPerson, or 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 such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no the Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall not have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.9% of the total outstanding voting securities of the CompanyVoting Securities. In the event either the the. Company or a the Purchaser breaches its obligations under this Section 4.14 4.15 or believes that it is reasonably likely to breach such an obligation, it shall 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 other action, in each case, as is necessary to cure or avoid such breach.. 4.16

Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion), that would cause such the Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.9%, in each case without the prior written consent of such the Purchaser, or 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 such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates affiliates (as such term is used under the BHC Act)) shall have the ability to purchase or exercise any voting rights of any class of securities in excess of more than 9.9% of the total outstanding voting securities of the Company. In the event either the Company or a the Purchaser breaches its obligations under this Section 4.14 24 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties party hereto and shall cooperate in good faith with such parties party to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.