Common use of Board Composition Clause in Contracts

Board Composition. Effective as of the Effective Time (as defined herein), and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall be comprised of sixteen (16) Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Effective Time, and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time to time (the “Merger Agreement”). Until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed).

Board Composition. Effective as of Parent shall take all necessary action to cause, effective at the Effective Time Time, (as defined herein), and notwithstanding any other provision of these Bylaws that may be to i) the contrary, the Board of Directors of the Corporation shall be comprised of sixteen (16) Directors, of which eight shall be members size of the Board of Directors of Parent to be set at eight (8) directors and (ii) the Corporation Board of Directors of Parent to be comprised of (A) four (4) directors who shall have been designated by Parent prior to the Effective Time (each a “Parent Designated Director” and collectively the “Parent Designated Directors”), which Parent Designated Directors shall include the two (2) individuals designated as such on Exhibit B and two (2) additional individuals designated by Parent prior to the Effective Time (subject to such individuals being willing and able to hold such position); provided that Parent shall have the right to change any Parent Designated Directors designated by Parent or designate further Parent Designated Directors only with the prior written consent of the Company (such consent not be unreasonably withheld, conditioned or delayed), and (B) four (4) directors who shall have been designated by the Company prior to the Effective Time (each a “Company Designated Director” and collectively the “Company Designated Directors”), which Company Designated Directors shall include the two (2) individuals designated as such on Exhibit B and two (2) additional individuals designated by the Company prior to the Effective Time (subject to such individuals being willing and able to hold such position); provided that the Company shall have the right to change any Company Designated Directors designated by the Company or designate further Company Designated Directors only with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Except as otherwise agreed to in writing by the parties to this Agreement prior to the Closing Date, Parent shall cause (A) the class of directors whose term expires at the third (3rd) annual meeting following the Effective Time to consist of four (4) directors, two (2) of whom shall be Parent Designated Directors and two (2) of whom shall be Company Designated Directors, (B) the class of directors whose term expires at the second (2nd) annual meeting following the Effective Time to consist of two (2) directors, one (1) of whom shall be a Parent Designated Director and one (1) of whom shall be a Company Designated Director and (C) the class of directors whose term expires at the first (1st) annual meeting following the Effective Time to consist of two (2) directors, one (1) of whom shall be a Parent Designated Director and one (1) of whom shall be a Company Designated Director. Without limiting the foregoing, Parent shall take all actions reasonably necessary to obtain the resignations of directors currently serving on the Board of Directors of Parent and to make the designation of Parent Designated Directors and Company Designated Directors so that the Board of Directors of Parent is comprised of the directors serving in such classes as contemplated by this Section 2.9(a). Prior to the Effective Time, Parent and eight the Company shall reasonably cooperate to determine which Parent Designated Directors and Company Designated Directors shall be members in each class of the Board directors as of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time consent to time (the “Merger Agreement”). Until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors which shall not nominate any individual to fill such vacancybe unreasonably denied, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created withheld or conditioned by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed)either party.

Board Composition. Effective From the Closing Date and until the consummation of an IPO or Sale, (i) the GSRP Board shall consist of not less than five (5) and not more than nine (9) directors, and (ii) GSAM shall have the right to designate one (1) director (the “GSAM Director”) of GSRP who shall be appointed to the GSRP Board as of the Effective Time (as defined herein)Closing Date. Prior to an IPO, and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors all material approvals of the Corporation shall board of directors of GSRP Holdings will also be comprised of sixteen (16) Directors, of which eight shall be members subject to approval of the Board of Directors GSRP Board. Following an IPO, for so long as the GSAM Entities and their Affiliates, collectively, have an ownership interest in GSRP Holdings representing at least five percent (5%) of the Corporation prior to the Effective Timeoutstanding shares of common stock of GSRP Holdings, and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” GSAM shall have the same meaning right to designate one (1) GSAM Director of GSRP Holdings, who shall be appointed to the GSRP Holdings Board as defined of the closing of the IPO or such earlier date as GSAM shall specify and who shall thereafter be included in the Agreement and Plan slate of Reorganization, dated as of July 14, 2021, between nominees recommended by the Corporation and FVCB, as GSRP Holdings Board (or any authorized committee thereof) to GSRP Holdings’ stockholders for election to the same may be amended from time to time (the “Merger Agreement”). Until the date of the Corporation’s 2024 annual GSRP Holdings Board at each meeting of shareholders (stockholders of GSRP Holdings at which the “Expiration Date”): no vacancy class of directors that includes the GSAM Director is up for election; provided, however, that the GSAM Director shall not be engaged in any activities that are competitive to the GSRP Entities and may but need not be an employee of GSAM and the service of such individual on the Board created by the cessation of service of a director shall be filled by the Board of Directors not otherwise violate Applicable Law. Subject to Applicable Law and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the listing rules of the NYSE American (or other national principal securities exchange on which the Corporation’s securities shares of common stock of GSRP Holdings are listed), for as long as GSAM has a right to designate a director pursuant to this Section 2.08 the GSAM Director shall be entitled to be a member of all of the committees of the GSRP Holdings Board. For as long as GSAM declines to exercise a right it then has to designate the GSAM Director to the GSRP Holdings Board, GSAM shall be entitled to designate a board observer (the “GSAM Observer”) if such individual enters into a board observer agreement with GSRP Holdings in the form attached as Exhibit F. Notwithstanding the foregoing, the GSRP Holdings Board or any committee thereof may exclude the GSAM Director or the GSAM Observer, as applicable, from the relevant portion of any meeting to the extent any conflicts of interest exist between any GSAM Entity, the GSAM Director or the GSAM Observer, on the one hand, and the GSRP Entities, on the other. Subject to Applicable Law, at each meeting of stockholders at which the class of directors that includes the GSAM Director is up for election, GSRP Holdings shall solicit proxies in favor of the election of the GSAM Director in the same manner and to the same extent as other members of the GSRP Holdings Board. If the GSAM Director resigns or is removed from the GSRP Holdings Board or is unable to serve on the GSRP Holdings Board due to death or disability, and at such time GSAM continues to be entitled to designate the GSAM Director, GSAM shall have the right to designate a successor who shall be appointed to the GSRP Holdings Board as promptly as practicable following the designation thereof and shall be treated as the GSAM Director for all purposes of this Agreement.

Board Composition. (a) Effective as of the Effective Time (as defined hereinin the Agreement and Plan of Merger, dated as of November 14, 2013, by and between United Financial Bancorp, Inc. (“United”) and Rockville Financial, Inc. (“Rockville”), as the same may be amended from time to time (the “Merger Agreement”)) and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall be comprised consist of twenty (20) Directors (or, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of which eight whom shall be former members of the Board of Directors of Rockville chosen by Rockville (the Corporation prior to the Effective Time“Former Rockville Directors”), including Xxxxxxx X. X. Xxxxxxxx, XX, and eight half of whom shall be former members of the Board of Directors of FVCBankcorpUnited (other than Xxxxxxx X. Xxxxxxx, Inc. (“FVCB”who will be replaced by J. Xxxxxxx Xxxxxxxx) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time to time chosen by United (the “Merger AgreementFormer United Directors”). Until The Former United Directors and Former Rockville Directors shall be apportioned among the date classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and the placement of specific Former Rockville Directors by class shall be as determined by Rockville, in each case subject to the preceding sentence; provided, however, that each of Messrs. Xxxxxxxx and Xxxxxxxx shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the Corporation’s 2024 then-existing re-nomination policies and criteria applicable to incumbent directors, shall be nominated for a full term; and provided further, however, that all Former Rockville Directors and Former United Directors (or any successors thereto nominated in accordance with these Bylaws) whose terms shall expire at the Corporation’s first and second annual meetings of shareholders following the Effective Time (or special meetings in lieu thereof), subject to satisfaction of the Corporation’s then-existing re-nomination policies and criteria applicable to incumbent Directors, shall be nominated for full terms. During the period (the “Three-Year Period”) beginning immediately following the Effective Time and extending through the point in time immediately prior to the later of the Corporation’s third annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) or the 2017 annual meeting of shareholders (collectively, the “Expiration DateThird Annual Meeting”): no vacancy ), the number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that the Board of Directors shall consist of an equal number of Former Rockville Directors and Former United Directors. Following the expiration of the Three-Year Period (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors, and the requirement to have an equal number of Former Rockville Directors and Former United Directors shall expire. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on committees of the Board of Directors, consistent with their expertise and interest, and based on the Board created by the cessation needs of service of a director shall be filled by the Board of Directors and the Board requirements of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed)positions.

Board Composition. Effective (a) The Wattles Group hereby withdraws Xxxxxxxxx X. Xxxx as a nominee for election at the Annual Meeting. The Company agrees to nominate three of the Effective Time Original Five Nominees, excluding Xx. Xxxx, as selected by the Board (as defined herein)such three nominees together, the “Wattles Nominees”) for election to the Board at the Annual Meeting, with one of the Wattles Nominees to serve for a term of three years expiring at the Company’s 2011 Annual Meeting of Shareholders, one of the Wattles Nominees to serve for a term of two years expiring at the Company’s 2010 Annual Meeting of Shareholders, and notwithstanding any other provision one to serve for a term of these Bylaws that may be to one year expiring at the contrary, the Board Company’s 2009 Annual Meeting of Directors of the Corporation shall be comprised of sixteen (16) Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Effective Time, and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time to time Shareholders (the “Merger Agreement2009 Meeting”). Until The Board‘s Nominating & Governance Committee intends to meet with the Original Five Nominees, excluding Xx. Xxxx, within fourteen (14) days following the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on this Agreement to recommend to the Board created the Wattles Nominees. The Board acknowledges that the Wattles Group has a preference for Xx. Xxxxx X. Marcum to be selected as a Wattles Nominee and agrees to not unreasonably fail to select Xx. Xxxxxx as a Xxxxxxx Nominee. The Company will file a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) which includes such information regarding the Wattles Nominees as is required by federal securities laws in connection with their nomination by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancyCompany; provided that any the Wattles Group will use best efforts to cooperate and provide such appointment or nomination pursuant required information to clause (y) or (z) shall be made the Company. The Board will recommend that the Company’s shareholders vote to elect the Wattles Nominees as directors, will instruct the Company’s shareholders to vote all proxies in accordance with favor of their election and will otherwise use reasonable best efforts to cause the Corporation’s corporate governance guidelines, applicable law and the rules election of the NYSE American (or other national securities exchange on which Wattles Nominees at the CorporationAnnual Meeting. The Board will also recommend that the Company’s securities are listed)shareholders vote to elect the Wattles Nominee with a term expiring at the Company’s 2009 Annual Meeting as a director, will instruct the Company’s shareholders to vote all proxies in favor of his election and will otherwise use reasonable best efforts to cause the election of such Wattles Nominee at the Company’s 2009 Annual Meeting.

Board Composition. Effective as (a) Subject to Section 2.04, for a period of 14 days following the Closing, Group shall have the right (but not the obligation) by notice to the Company in writing to require the Company to take all requisite action at the next meeting of the Effective Time (as defined herein), and notwithstanding any other provision Company Board to occur at least 10 Business Days following the delivery of these Bylaws such notice so that may be to the contrary, the Board number of Directors of the Corporation shall be comprised of sixteen (16) Directors, of which eight shall be members of the Company Board shall be increased by one and at such meeting the Company Board shall appoint the Board Representative to the Company Board (the date of Directors such appointment being the “Appointment Date”). If such a notice is not delivered within 14 days following Closing the right set forth in the preceding sentence shall lapse. Following the Appointment Date and until the Representation Termination Date, at each annual or special meeting of stockholders of the Corporation prior Company at which directors are to be elected to the Effective TimeCompany Board, (i) the Company shall nominate the Board Representative for election to the Company Board, (ii) the Company Board shall recommend to the Company’s stockholders that they elect the Board Representative to the Company Board and eight (iii) the Company Board shall be members solicit proxies for the Board Representative to the same extent as it does for any of its other director nominees to the Company Board, in each case of (i) through (iii) in a manner consistent with applicable Law and the Charter and Bylaws of the Company and the governance practices and policies of the Company Board. “Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective TimeRepresentative” shall have the same meaning as defined mean an individual designated by Group in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended writing from time to time following the Closing; provided that each Board Representative shall (i) be reasonably acceptable to the “Merger Agreement”). Until Company and the date Governance Committee, (ii) satisfy and comply with the requirements regarding service as a member of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on the Company Board created by the cessation of service of a director shall be filled by the Board of Directors provided under applicable Law and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director practices and policies of the Corporation (unless such predecessor director was not an independent director), (y) Company Board applicable generally to its members and provided reasonably in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) advance to fill such vacancyGroup, and (ziii) agree in writing to submit his or her unconditional resignation promptly upon the case occurrence of a vacancy created the Representation Termination Date. Group shall inform the Company of the identity of the Board Representative that Group proposes for appointment to the Company Board if and when it exercises its right under the first sentence of this Section 2.01(a), in writing reasonably in advance of the meeting of the Company Board at which the appointment is to be made, and provide such additional information as is reasonably requested by the cessation Company Board, the Governance Committee and the Company. For the avoidance of service of a Continuing FVCB Directordoubt, there shall not less be more than a majority one Board Representative at any given time. The parties acknowledge and agree that no Board Representative shall at any time serve as the chairman of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed)Company Board.

Board Composition. Effective i)The Board shall consist of a number of Directors determined in accordance with the Charter, and shall be composed as follows: the Chief Executive Officer of the Effective Time Company; the Class C Director (if any shares of Class C Stock are issued and outstanding) in accordance with the Charter; for so long as any Xxxxxxxxxx Stockholder shall be a Principal Holder, one individual designated for election to the Board by the Xxxxxxxxxx Stockholders (the “JK Designee”); provided, however, that for so long as Xxxxxxx Xxxxxxxxxx shall be the Chief Executive Officer of the Company and a Director, he shall be deemed to be the JK Designee; for so long as any Geffen Stockholder shall be a Principal Holder, one individual designated for election to the Board by the Geffen Stockholders (the “DG Designee”); and such number of individuals selected by the Nominating and Corporate Governance Committee (or, in the event of any vacancy in the office of Director as a result of a vote or action of the Stockholders (as defined hereinbelow) pursuant to the second proviso to Section 2.03(b), and notwithstanding any other provision then as selected in accordance with the second sentence of these Bylaws that may be Section 2.03(c)) for nomination to the contrary, Board as shall bring the Board total number of designees and nominees pursuant to this Section 2.03(a) to the number of Directors of that constitute the Corporation shall be comprised of sixteen “entire Board” (16) Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Effective Time, and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan Charter, but subject to any rights of Reorganizationholders of Preferred Stock (as defined in the Charter) to elect additional Directors under specified circumstances); provided, dated as of July 14however, 2021, between that at all times following the Corporation and FVCB, as the same may be amended from time to time (the “Merger Agreement”). Until the date first anniversary of the Corporation’s 2024 annual meeting listing of shareholders (the “Expiration Date”): no vacancy Class A Stock on a national securities exchange a sufficient number of the Board created Director-nominees nominated by the cessation of service of a director Nominating and Corporate Governance Committee shall be filled by the Board of qualify as Independent Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than so that a majority of the Continuing BRBS Board shall be Independent Directors have approved as required by the appointment or nomination (as applicable) By-laws; provided further, however, that the holder of the individual appointed Class C Stock shall not be restricted from nominating, electing or maintaining a Class C Director who is determined by the Board not to be an Independent Director. Each of Holdco, the Xxxxxxxxxx Stockholders, the Geffen Stockholders and the Vulcan Stockholders (collectively, the “Stockholders”) agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder (x) in favor of the election to the Board of those individuals designated or nominated (as applicablein accordance with Section 2.03(a) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) against the election to the Board of any individual not designated or (z) shall be made nominated in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed).with

Board Composition. Effective as of the Effective Time (as defined herein), and notwithstanding any other provision of these Bylaws that may be to the contraryImmediately at Initial Closing, the Seller and the Company shall take all necessary actions to ensure that the Board of Directors of the Corporation shall be comprised reconstituted to comprise of sixteen 5 (16five) Directors, of which eight which, subject to Section 2.17 of this Agreement, 3 (three) Directors shall be members nominated by the Purchaser and 2 (two) Directors shall be nominated by the Seller. The Purchaser hereby nominates and appoints Mx. Xxxxxxxxx Xxxxxx, and any two other nominees of the Board of Directors Purchaser as decided by the Purchaser, as the initial nominee Director(s) of the Corporation prior Company who shall each serve for a term of 2 (two) years and may continue to serve as Directors subject to the Effective Timeapproval, which shall not be withheld without a valid reason, and eight the requisite resolutions passed by the Board. The Director(s) nominated and appointed by the Purchaser shall hereinafter be referred to as the “Purchaser Director(s)”. The Seller will have the right to nominate 2 (two) Directors onto the Board, who shall serve for a term of 2 (two) years and may continue to serve as Directors subject to the approval, which shall not be withheld without a valid reason, and the requisite resolutions passed by the Board (each hereinafter referred to as the “Seller Director”). The right to nominate a Director (including an Additional Director) shall be members deemed to include the right to nominate, replace or remove such Director. Any such representative appointed in place of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” outgoing Director shall have the same meaning status, and same rights as defined in those enjoyed by the Agreement outgoing Director. In such an event, the Seller and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, Purchaser (as the same case may be) shall exercise their rights (including voting rights) in such manner so as to cause the appointment of such representative as a Director. The Parties agree to vote in favour of the appointment of any Directors nominated pursuant to the terms of this Agreement. So long as the Seller and/or Purchaser holds any Shares, the Seller and the Purchaser shall each be amended from time entitled to time appoint 1 (one) observer to the Board (“Merger AgreementObserver”), in addition to the Director(s) nominated by either Party. Until The Observer shall have the date right to receive all notices relating to Board meetings. The Observer shall not be (i) considered for the constitution of a valid quorum for the meetings of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancyBoard, and (zii) in the case of entitled to vote with respect to any resolution proposed to be passed at a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority meeting of the Continuing FVCB Directors have approved the appointment Board or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed)by circulation.

Board Composition. Effective as of i. Within 5 days after the Effective Time Date, LIDAK shall take all necessary action to (as defined herein1) postpone the 1998 Annual Meeting in accordance with this Section 5(c), and notwithstanding any other provision (2) appoint and direct Xxx Xxxxx or his nominee and Xxxxxx X. Xxxxxxx as members of these Bylaws that may an AD HOC search committee (the "Search Committee") to identify and recruit within 20 calendar days three independent directors willing to join the LIDAK Board, at least one of whom has significant experience within the pharmaceutical industry (each, an "Independent Nominee"), although the Search Committee shall use its best efforts to identify and recruit Independent Nominees who have significant experience within the pharmaceutical industry. If the Search Committee is unable to reach agreement on three nominees to be reported to the contraryLIDAK Board within the time period specified, within 3 business days after the expiration of such 20 day period the Parties shall jointly retain the Xxxxxxxxx Xxxxxx B. Wiener, retired, who shall select however many nominees to the LIDAK Board are necessary in order that three nominees are reported to the LIDAK Board. Judge Wiener shall select nominees consistent with the Search Committee criteria set forth above in this Section 5(c)(i) and shall not select nominees with familial or material, personal or business relationships with the parties, other directors or nominees, or their respective counsel. Judge Wiener shall, as soon as practicable, after his retention, select and report to the LIDAK Board his nominees. The cost of Directors retaining Judge Wiener shall be borne equally by LIDAK, on the one hand, and HealthMed, on the other hand. Any of the Corporation Parties may nominate persons to be considered by Judge Wiener for selection but Judge Wiener may disregard any such nomination and make his selection in any way he chooses. Judge Wiener's decision shall be comprised of sixteen (16) Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Effective Time, final and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time to time (the “Merger Agreement”). Until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy binding on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law and the rules of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed)Parties.

Board Composition. Effective as (i) Following the execution of the Effective Time (as defined herein), and notwithstanding any other provision of these Bylaws that may be to the contrarythis Agreement, the Board of Directors of the Corporation and any applicable committees thereof shall be comprised of sixteen (16) Directors, of which eight shall be members of take all necessary actions to appoint Jxxxxxx X. Xxxxxxxx to the Board of Directors of to serve as a Class III director, with a term expiring at the Corporation prior to the Effective Time, and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time to time (the “Merger Agreement”). Until the date of the CorporationCompany’s 2024 annual meeting of shareholders stockholders (the “Expiration Date2024 Annual Meeting”): no vacancy on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelinesCharter, applicable law the Bylaws and the rules DGCL. In addition, following the execution of this Agreement, the Board and the Engaged Group shall cooperate to jointly identify a candidate (the “Additional Independent Director” and, together with Mx. Xxxxxxxx, the “New Directors”) for appointment to the Board. Any Additional Independent Director candidate shall be subject to the review and approval of the NYSE American Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) and the Board, shall be reasonably acceptable to the Engaged Group, and shall (unless waived by the Board) satisfy the Director Criteria. The Additional Independent Director shall serve as a Class II director of the Board. Following the joint identification of the Additional Independent Director, the Board and any applicable committees thereof shall take all necessary actions to appoint the Additional Independent Director as a member of the Board in accordance with the Charter, the Bylaws and the DGCL. To the extent the Additional Independent Director is appointed to the Board prior to the 2023 Annual Meeting, he or she shall be included on the Company’s slate of director nominees for election at the 2023 Annual Meeting with the other national securities exchange on Class II directors, and the Company shall solicit proxies in favor of the election of, and otherwise support the election of, the Additional Independent Director in a manner no less rigorous and favorable than the manner in which the CorporationCompany supports its other nominees for election at the 2023 Annual Meeting (provided, that the Additional Independent Director will not be appointed to the Board during the period beginning on the filing of the Company’s securities are listeddefinitive proxy statement for the 2023 Annual Meeting with the SEC and ending at the 2023 Annual Meeting). The Nominating Committee’s and the Board’s determination that any candidate is reasonably acceptable to them shall be subject to their review of a fully completed copy of the Company’s standard director & officer questionnaire submitted by the candidate and, if desired by the Nominating Committee or the Board, completion of a customary background check with respect to the candidate.

Board Composition. (a) Effective at the closing of the sale of the Company's Series B Convertible Preferred Stock to the Purchasers pursuant to the Purchase Agreement, the Purchasers shall be entitled to designate members to the Board (the "Purchaser Designees"), as follows: (i) one individual designated by North Run Master Fund, LP (the "North Run Designee"), (ii) one individual designated collectively by Deephaven Relative Value Equity Trading Ltd and Deephaven Long Short Equity Trading Ltd (the "Deephaven Designee"); and (iii) in the event the Company's cash and cash equivalents, determined in accordance with GAAP applied consistently with the Company's past practice, are less than $15.0 million as of the Effective Time end of a fiscal quarter as reported on the Company's balance sheet included in Form 10-Q or Form 10-K for such quarter, the holders of a majority of Preferred Stock shall be entitled to designate one additional director (or such greater number as defined herein), and notwithstanding any other provision of these Bylaws that may be required such that the aggregate number of directors designated pursuant to this Section 2.1 equals the minimum number of directors necessary such that the aggregate number of directors equals at least thirty percent (30%) of the then sitting board members); provided, however, that notwithstanding the foregoing, in no event shall the percentage of board seats that holders of Preferred Stock are entitled to elect exceed their proportion of ownership of voting securities of the Company. Notwithstanding the foregoing, any individual (or individuals) to be nominated or elected to the contraryBoard pursuant to this Agreement that is designated by an initial Purchaser or a Permitted Transferee (pursuant to sections (i) - (iv) of the Permitted Transferee definition) shall be appointed only after reasonable consultation, review and discussion with the Company's board of directors and its nominating committee. The Company agrees that its review process for the initial designees shall be completed no later than December 9, 2005. Any individual or individuals to be nominated or elected to the Board of Directors pursuant to this Agreement by a Permitted Transferee pursuant solely to section (v) of the Corporation shall Permitted Transferee definition must first be comprised of sixteen (16) Directors, of which eight shall be members of the Board of Directors of the Corporation prior reasonably acceptable to the Effective Time, and eight shall be members of the Board of Directors of FVCBankcorp, Inc. (“FVCB”) prior to the Effective Time. For the purposes of these Bylaws, the term “Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between the Corporation and FVCB, as the same may be amended from time to time (the “Merger Agreement”). Until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on the Board created by the cessation of service of a director shall be filled by the Board of Directors and the Board of Directors shall not nominate any individual to fill such vacancy, unless (x) such individual would be an independent director of the Corporation (unless such predecessor director was not an independent director), (y) in the case of a vacancy created by the cessation of service of a Continuing BRBS Director, not less than a majority of the Continuing BRBS Directors have approved existing directors (excluding the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the case of a vacancy created by the cessation of service of a Continuing FVCB Director, not less than a majority of the Continuing FVCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy; provided that any such appointment or nomination pursuant to clause (y) or (z) shall be made in accordance with the Corporation’s corporate governance guidelines, applicable law North Run Designee and the rules Deephaven Designee), who shall not unreasonably withhold or delay their approval of the NYSE American (or other national securities exchange on which the Corporation’s securities are listed)such individual.