Common use of Board Observer Clause in Contracts

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable grants to the Company Minority Stockholder the right to designate a non-voting Observer (the “Observer”) to attend meetings of the Board of Directors of the Company (the “Board”). The Observer shall have the right to notice of and the Bank Board (including any attendance at all meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvotingBoard, nonparticipating observer capacitythe board of directors of any subsidiary of the Company, and any committee of any of the foregoing boards. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not receive and have a Board Representative on the Board full access to all information and materials provided to any of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members any member of the board of directors of any subsidiary of the Company in connection with any Board of Directors or the Bank Board (as the case may be) Meeting, at the same time as the Board receives such materials, including without limitation any materials and information are given distributed to such members (provided, however, that the Observer shall not be provided Board or the board of directors of any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event subsidiary of the Company proposes to take any action by seeking their written consent in lieu of a meeting, . The Minority Stockholder will designate the Observer by notice to the Company who shall give written notice thereof be reasonably acceptable to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, and the Company may change the Observer (subject to the approval of the Company not to be unreasonably withheld) at any time by notice to the Company. Neither the Minority Stockholder nor the Observer will receive any compensation from the Company for service as an Observer. Notwithstanding the foregoing, (i) the Board or any committee of Directors, the Bank and the Bank Board shall have the right to withhold it may restrict any information and to exclude the Person’s attendance as an Observer from at any meeting or portion thereof of a meeting and will not be required to provide information or access to information with respect thereto, if doing so isthe Board or any committee of it, in makes a good faith determination, that such Person has a conflict of interest with respect to the written advice subject matter of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation portion of the Health Insurance Portability & Accountability Act meeting or that the attendance by such Person at such portion of 1996the meeting or the delivery of or provision of access to, as amended, or any similar lawsuch information would cause the Company to lose the benefit of protection in respect of what would otherwise be privileged communications, and (3ii) RMB Capital shall cause its Observer the failure of any Observer, if notice was given, to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings attend any meeting of the Board or any committee of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in it shall not prevent any such portion thereof be discussing any matters related to RMB Capital, meeting from proceeding or otherwise affect the Transaction Documents, validity of such meeting or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because actions taken at such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2meeting.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so long as RMB Capital Castle Creek and its Affiliates own in the aggregate have a Minimum Ownership Interest50% or more of all of the Shares purchased by Castle Creek and its Affiliates pursuant to the Purchase Agreement, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company Castle Creek (the “Observer”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital Castle Creek does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.written

Board Observer. The Company hereby agrees that, from and after Effective immediately following the Closing Date, and (i) so long as any Principal Amount remains outstanding or (ii) for so long as RMB Capital and its Affiliates in Advances may be made hereunder, (a) the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company Lender shall invite a person designated by RMB Capital and reasonably acceptable be entitled to the Company designate one (1) individual (the “Board Observer”) who shall have the right to attend attend, in a non-voting observer capacity, all meetings (whether in person, by conference telephone, or otherwise) of the Board of Directors and the Bank Board (including any meetings committees thereof) and to participate in discussions of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented matters brought to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting members of the Board of Directors and the Bank or committee, as applicable, for vote or discussion. The Board at Observer shall receive advance notice in substantially the same time form and in by substantially the same manner means as the members of the Board or committee, as applicable, of Directors or any such meetings. In this respect, the Bank Corporation shall give the Board Observer copies of all notices (in substantially the same form and by substantially the same means as such notices are provided to the case may be), shall provide the Observer with all written materials and other information given to members of the Board or committee, as applicable) as well as other materials that it provides to the members of Directors the Board or the Bank committee, as applicable, for meetings. The Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board; (b) the Board Observer shall be provided with any confidential supervisory information) written information prepared by the management of the Corporation or a member of the Board and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof distributed to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman members of the Board (orincluding any committees thereof), if applicableincluding a proposed written consent for actions to be taken without a meeting of the Board (including any committees thereof); (c) The Lender shall, and the Lender shall cause the Board Observer to, execute prior to (i) the Board Observer’s attendance at the first of the meetings as contemplated in Section 3.5(a) or (ii) the Board Observer’s first receipt of the written information as contemplated in Section 3.5(b), whichever is earlier, a standard non-disclosure and market stand-off agreement with the Corporation; and (d) Notwithstanding this Section 3.5, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, Corporation may exclude the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from access to any material or meeting or portion thereof if doing so isthe Corporation believes, in the written upon advice of counsel, (A) that such exclusion is reasonably necessary to protect preserve the attorney-client privilege between or to prevent a conflict of interest, or if the Corporation believes that such party and counsel, (B) exclusion is reasonably necessary to avoid a violation of fiduciary requirements under applicable law, protect highly confidential proprietary information or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any for other similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2reasons.

Board Observer. Promptly following the date of this Agreement, Seller shall take all actions reasonably necessary to cause a representative (the “Board Observer”) designated by Purchaser to be appointed as an Observer (as defined in the Existing Stockholders Agreement), to have the right to attend, strictly as an observer, all meetings of the Company Board (or any committees thereof) and to otherwise be granted the rights of an Observer under the Existing Stockholders Agreement. The Company hereby agrees that, from consents to such appointment and after shall provide the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership InterestBoard Observer with prior notice of all meetings of, and do not have a Board Representative currently serving on the Board of Directors and the Bank Boardall information delivered to, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board thereof at substantially the same time and in the same manner as such notice or information is provided to the members of the Board of Directors or the Bank Board (as the case may be)Company Board, shall provide the Observer with including all written materials consents, minutes and other information given materials, financial or otherwise, which are provided to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents Board; provided, however, that (1i) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have reserves the right to withhold any information and to exclude the such Board Observer from any portion of any meeting if access to such information or attendance at such portion thereof if doing so is, in the written advice of counsel, could reasonably be expected to (Aa) necessary to protect adversely affect the attorney-client privilege between such party and counselor work product protection, (Bb) necessary violate any Law, (c) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its commercially reasonable efforts to avoid a violation obtain the required consent of fiduciary requirements under applicable lawsuch third party to such access or disclosure, but in no event shall the Company be obligated to pay any amount of money to any Person to obtain the required consent of such third party to such access or disclosure), or (Cd) necessary to avoid a violation result in disclosure of any competitively sensitive information of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, Company and (3ii) RMB Capital the Board Observer will not be able to attend any meetings (or portions thereof) or obtain any information regarding this Agreement, the Share Purchase or the other transactions contemplated by this Agreement. Prior to Closing, the Company and Purchaser shall cause its Observer to agree to hold in confidence enter into a mutually agreeable confidentiality agreement and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources obtained by the party Board Observer in its capacity as such or otherwise pursuant to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter this Section 6.07 shall be deemed subject to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2confidentiality agreement.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so So long as RMB Capital and its Affiliates 33% of the Series X Preferred Stock issued on the date of this Agreement (subject to appropriate adjustment in the aggregate have event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series X Preferred Stock) remains outstanding, the holders of a Minimum Ownership Interest, and do not have a Board Representative currently serving on majority of the then outstanding shares of Series X Preferred Stock shall be entitled to appoint one observer to the Board of Directors and the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity). The Observer shall be entitled to attend such all meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and all committees thereof in a non-voting observer capacity and to receive copies of all materials relating to the Bank Company and its Subsidiaries that would have been provided to a member of the Board of Directors and any committee of the Board of Directors, including notices, minutes, consents (including materials provided in connection with any solicitation of written consent of the Board of Directors) and any other materials provided to the directors (collectively, “Board Materials”) at the same time and in the same manner as provided to the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (directors; provided, however, that the Observer shall not be provided any confidential supervisory information) agree to hold such materials and shall permit the Observer information in confidence to attend same extent as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu required of a meetingmember of the Board of Directors. Notwithstanding the foregoing, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely any portion of independent directors by the Chairman any meeting of the Board of Directors and shall not be entitled to receive any Board Materials to the extent (or, if applicable, the lead or presiding independent directori) if, in the written necessary upon advice of counsel, such exclusion is necessary in order for counsel to the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect preserve the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, the Company or (Cii) necessary to avoid a violation the Board of Directors reasonably concludes in good faith (and, as applicable, following receipt of advice of counsel) that the Observer has an actual or potential conflict of interest in respect of the Health Insurance Portability & Accountability Act of 1996matters to be discussed (or otherwise disclosed in the Board Materials, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnishedapplicable). The Company also may exclude shall pay or reimburse the Observer from portions for the reasonable and documented out-of-pocket expenses incurred by the Observer in connection with the attendance of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, contemplated by this Section 6 in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of accordance with the Company’s Securities. RMB Capital covenants policies and agrees practices with respect to hold all information obtained from its Observer as provided director expense reimbursement then in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2effect.

Board Observer. The Company hereby agrees that, from and after Preferred Required Unitholders shall have the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company shall right to invite a one natural person designated by RMB Capital and reasonably acceptable to the Company (the an “Observer”) to attend and participate in meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which (and any board of managers of the Board Representative would be permitted to attendCompany or any Subsidiary of the Company or similar body, if established) in a nonvoting, nonparticipating nonvoting observer capacity. The Managing Member shall provide a reasonable opportunity for the Observer shall be entitled to attend participate in any such meetings only meeting by means of conference telephone or other communications equipment by means of which all persons participating in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Boardmeeting can hear each other. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereofthereof and shall, prior to attending any meeting of the Board, execute and deliver to the Board an agreement to abide by all policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Board. The Company shall give provide to the Observer written (i) notice of each the time and place of any such meeting in the same manner and at the same time as notice is sent to the members of the Board or such committee, as the case may be, (ii) if the Observer cannot attend a meeting in person, electronic means of Directors attending such meeting remotely including by telephone conference call or other similar means and (iii) all notices, minutes, consents, materials and other information, including monthly management reports, operational performance metrics and other financial and performance information, delivered to the Bank members of the Board or committee thereof in their capacity as such at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given provided to such members (provided, however, that members. Notwithstanding the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meetingforegoing, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have reserves the right to withhold any information and to exclude the Observer from access to any material or meeting or portion thereof if doing so is, in the written advice of counsel, (A) the Company has been advised by counsel in writing that such exclusion is reasonably necessary to protect preserve the attorney-client privilege between such party and counsel, or attorney work product privilege or (B) necessary the Company has received written advice of outside counsel that if such Observer obtained such information it would result in a conflict of interest. Notwithstanding the foregoing, the Company shall (i) use reasonable best efforts to avoid a violation of fiduciary requirements under applicable law, or mitigate any such exclusion and (Cii) necessary to avoid a violation inform the Observer of the Health Insurance Portability & Accountability Act general nature of 1996, as amended, or any similar law, the subject matter discussed and (3) RMB Capital shall cause its Observer explain the Board’s rationale for the discussion to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to exclude the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished)Observer. The Company also may exclude and its Subsidiaries shall reimburse all reasonable and documented fees, out-of-pocket costs and out-of-pocket expenses of the Observer from portions of meetings associated with the execution of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank BoardObserver’s role and attendance at such meetings including travel, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants meals and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2accommodations.

Board Observer. The Company hereby agrees that, from From and after the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors and the Bank BoardClosing, the Company Investor shall invite a person designated by RMB Capital and have the right (but not the obligation) to designate one (1) individual reasonably acceptable to the Company as an observer to the Company’s Board (the “Board Observer”) ). The Board Observer and the Company shall enter into a customary board observer agreement providing for the treatment of confidential information and other terms reasonably acceptable to attend meetings of the Company, the Board of Directors Observer and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereofInvestor. The Company shall provide an initial proposed draft of such board observer agreement as promptly as practicable after the date hereof. The Board Observer may, at his or her option, attend any or all meetings of the Company’s Board (or any portion thereof) in a nonvoting observer capacity and, in this respect, the Company shall give the Board Observer written notice copies of each meeting of the Board of Directors all notices, minutes, consents, and the Bank Board other materials that it provides to its directors at the same time and in the same manner as the members of provided to such directors, except that the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (oraccess to any material, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (a) if doing so is, in the written advice of counsel, (A) Company reasonably believes that such exclusion is reasonably necessary to protect preserve the attorney-client privilege between such party the Company and its counsel, (Bb) necessary to avoid a violation of fiduciary requirements under applicable law, if such materials or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except discussions relate to the extent that such information can business or contractual relationship with Investor or its Affiliates or would reasonably be shown expected to have been (1) previously known by such party on a nonconfidential basis, (2) in impair the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party Company’s ability to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s enforce its rights or obligations under any of the Transaction Documents or any other matter agreements entered into pursuant to the Transaction Documents (provided, that this clause (b) is not intended to, and will not, exclude the Chairman Board Observer from discussions or materials regarding the development activities undertaken pursuant to the Option Agreement), (c) to avoid a bona fide conflict of interest between the Company and the Board Observer or the Investor, (d) if such materials or discussions would result in the disclosure of trade secrets to the Board Observer (other than trade secrets for which Investor would otherwise have access to in connection with the transactions contemplated by the Option Agreement), or (e) if such materials or discussions relate to a potential or actual transaction involving a Change of Control of the Company with the Investor or a third party. The Board Observer shall not have voting rights or fiduciary obligations to the Company or its stockholders, or be entitled to receive any compensation or reimbursement of Directors expenses in his or her capacity as Board Observer. The right for Investor to designate a Board Observer will terminate upon the Chairman earliest to occur of (a) the consummation of a Change of Control of the Bank Board determines in good faith is Company pursuant to clauses (a) or may be adverse to (b) of the interests definition thereof and (b) the later of RMB Capital provided(i) the end of the Option Tail Period under the Option Agreement, however, no matter shall be deemed to be adverse to and (ii) the interests of RMB Capital merely because such matter may adversely impact the price of any first date on which (A) Investor and its Affiliates beneficially own less than [***]% of the Company’s Securitiesoutstanding shares of Company Common Stock for a period of [***] or (B) the Investor no longer holds at least [***]% of that number of Shares purchased in that Qualified Transaction (appropriately adjusted from time to time for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). RMB Capital covenants Investor may remove or replace the Board Observer at any time upon advance written notice to the Company; provided, that such replacement Board Observer is reasonably acceptable to the Company and such replacement Board Observer agrees to hold all in confidence and not use any information obtained from its Observer as so provided pursuant to the terms of a board observer agreement in the same form or substantially similar form entered into by the prior sentence in confidence Board Observer to comply with all requirements and obligations applicable to members of the be executed by such replacement Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.

Board Observer. The Company hereby agrees that, from and after Following the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Ownership InterestClosing, and do not have no later than 10 Business Days following the entry into a Board Representative currently serving on commercial agreement pursuant to the Board terms of Directors and the Bank BoardSection 5.5 hereof, the Company shall invite a person designated by RMB Capital and reasonably use its reasonable best efforts to (1) identify, together with the Purchaser, one authorized representative of the Purchaser who shall be acceptable to both the Company and the Purchaser, and (2) use its good faith efforts to seek the approval of the Board to designate such representative as an observer to the Board (the “Observer”) ), who shall be, subject to the exceptions set forth below, invited to attend all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer connection therewith shall be entitled to attend such meetings only in receive copies of all notices, minutes, consents, and other materials that the event RMB Capital does not have a Board Representative Company provides to its directors on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time terms and in the same manner as provided to the other members of the Board of Directors or (the Bank “Board (as the case may beDocuments”), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the . The Observer may participate in discussions of matters brought before the Board, but shall in all other respects be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the a nonvoting observer. The Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold any information and at its sole discretion to exclude the Observer from any portion or all of any meeting of the Board, or withhold a portion thereof of the Board Documents, on a case-by-case basis, if doing so is, in required by law or if the written advice Board or any officer of counsel, the Company determines that exclusion of the Observer is reasonably necessary (Ai) necessary to protect preserve the attorney-client privilege between such party the Company and its counsel, (Bii) necessary to avoid a violation prevent disclosure of fiduciary requirements under applicable lawtrade secrets to the Observer, or (Ciii) necessary to avoid a violation prevent disclosure of any other information to the Observer, which information the Board or any officer of the Health Insurance Portability & Accountability Act of 1996, as amended, or Company reasonably believes would result in disclosure the Company is not prepared to disclose to any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to third party at such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished)time. The Company also may exclude and the Purchaser agree that upon the appointment of any such Observer, the Company and the Purchaser shall negotiate, and shall use good faith efforts to cause the Observer from portions of meetings to enter into, a confidentiality agreement and any other agreements reasonably deemed necessary by the Company to approve the appointment of the Board Observer. Upon the resignation of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB CapitalObserver, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of Company and the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in Purchaser shall use their good faith is or may be adverse efforts to appoint a replacement representative as Observer in accordance with the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Lawsprocedures set forth above, in each case, only case within 30 calendar days of any such Observer resignation. Purchaser shall maintain the right to the extent (if at all) applicable designate one Observer pursuant to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 25.4 only so long as it continues to hold at least fifty percent (50%) of the shares of Common Stock purchased at the Closing and any Observer shall lose all rights set forth above upon the sale by Purchaser of fifty percent (50%) or more of the shares of Common Stock purchased at the Closing.

Board Observer. The Company hereby agrees that(a) Subject to the terms and conditions of this Agreement, from and after the Closing DateEffective Date and until a Termination Event (as defined below) shall have occurred, for so long the Shareholder shall have the right, effective immediately, to designate one person to be appointed as RMB Capital and a board observer (“Board Observer”). The Shareholder shall exercise these rights, in its Affiliates in sole discretion, from time to time by providing written notice to the aggregate have a Minimum Ownership Interest, and do not have Company. Xxxxxx X. Xxxx is hereby designated by the Shareholder to serve as a Board Representative currently serving on Observer, effective as of the Effective Date. (b) The Board of Directors and Observer shall have the Bank Board, the Company shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) right to attend and participate in all meetings of the Board of Directors in a non-voting capacity, and the Bank Company shall provide such Board (including any meetings Observer copies of committees thereof on all notices, consents, minutes and other materials, financial or otherwise, which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented Company provides to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be)Board, shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of if the Board (orObserver does not, if applicable, the lead or presiding independent director) if, in upon the written advice request of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold before attending any information and to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board Board, execute and deliver to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related Company an agreement to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold abide by all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations Company policies applicable to members of the Board and a confidentiality agreement reasonably acceptable to the Company, the Board Observer may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith, upon advice of Directors counsel, that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, or for other similar reasons. The Shareholder may revoke the designation of any person as the Board Observer at any time upon written notice to the Company after which the Shareholder shall be entitled to designate a replacement Board Observer. (c) The Board Observer shall serve under the Securities Actterms of the Board Observer and Indemnification Agreement attached hereto as Exhibit 1 with such changes as may be agreed upon by the Company and the Board Observer. (d) The Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Exchange ActBoard Observer in connection with his or her services provided to or on behalf of the Company, including attending meetings (including committee meetings) or events attended on behalf of the Sarbanes Oxley Act of 2002 Company at the Company’s request. (e) The Company shall (i) purchase directors’ and all other Lawsofficers’ liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as the Board Observer serves in such capacity, in each case, only maintain such coverage with respect to the extent (if at all) applicable to the Board Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2.

Board Observer. The Company hereby agrees that, from and after If the Closing Date, for so long as RMB Capital and its Affiliates in the aggregate have a Minimum Aggregate Ownership Interest, and do not have a Board Representative currently serving on the Board of Directors JBH and the Bank BoardJBH Subsidiaries falls below 10%, then, until the later of the date upon which (a) the Aggregate Ownership of JBH and the JBH Subsidiaries falls below 5% or (b) that certain Transition Services Agreement between JBH and the Company dated as of [_________], 2008 (as amended from time to time) is terminated or expires according to its terms, JBH shall invite have the right to appoint a person designated by RMB Capital and reasonably acceptable to the Company representative (the “ObserverBoard Representative”) to attend meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof on which the Board Representative would be permitted to attend) in a nonvoting, nonparticipating observer capacity. The Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board as a non-voting observer, whether such meeting is conducted in person or by teleconference. The Board Representative shall have the right to present matters for consideration by the Board and to speak on matters presented by others. Subject to the confidentiality provisions of Directors this Section 3, the Company shall cause the Board Representative to be provided with all communications and materials that are provided by the Bank Company or its consultants to the members of the Board generally, at the same time and in the same manner as that such communications and materials are provided to such members, including all notices, board packages, reports, presentations, minutes and consents. The Board Representative shall be entitled to meet and consult with the senior executive management team of the Company on a quarterly basis to discuss the quarterly and annual business plans of the Company and the Company’s subsidiaries and to review the progress of the Company and the Company’s subsidiaries in achieving their plans. In addition, upon request to the chief executive officer of the Company, the members of the senior executive management team of the Company shall make themselves available during normal business hours to meet with the Board of Directors or the Bank Board (Representative on an interim basis, as the case Board Representative may be)reasonably request from time to time, shall provide and as would not unreasonably interfere with the Observer with all written materials and other information given to duties of the members of the Board senior executive management team of Directors or the Bank Board (as Company. Notwithstanding any other provision of this Section 3 to the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meetingcontrary, the Company shall give written notice thereof to or the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicable, the lead or presiding independent director) if, in the written advice of counsel, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have the right to withhold keep confidential from the Board Representative for such period of time as the Company or the Board deems reasonable any information and copies of written materials the Company is required by law or agreement with a third party to exclude the Observer from any meeting or portion thereof if doing so is, in the written advice of counsel, (A) necessary to protect the attorney-client privilege between such party and counsel, (B) necessary to avoid keep confidential. As a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation condition of the Health Insurance Portability & Accountability Act exercise of 1996, as amended, or any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well as the Bank Board to the extent that the Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further their rights under this Section 23, the Board Representative shall enter into such agreements or undertakings with the Company to maintain the confidentiality of information provided to them in connection with the exercise of such rights as the Company may reasonably request.

Board Observer. The Company hereby agrees that, from and after the Closing Date, for so So long as RMB Capital and its Affiliates in Xxxxxx Xxxx is the aggregate have a Minimum Ownership InterestPT Intermediate Manager, and do not have a Board Representative currently serving on the Board of Directors and the Bank Board, the Company Xxxxx Xxxx shall invite a person designated by RMB Capital and reasonably acceptable to the Company (the “Observer”) be entitled to attend all meetings of the Board of Directors or committee thereof (the “Board Observer”). If Xxxxxx Xxxx ceases to be the PT Intermediate Manager for any reason and the Bank PT Intermediate still owns any Series A Units, PT Intermediate shall no longer be entitled to a Board (including any meetings of committees thereof on which Observer. The Company shall provide the Board Representative would be permitted Observer with any notices delivered to attend) in the Managers and a nonvoting, nonparticipating observer capacitycopy of all meeting materials concurrently with providing such notices and materials to the Managers. The Company shall provide the Board Observer with the same travel and expense reimbursement with respect to the Board Observer’s attendance at regular Board meetings as is provided to the Managers. The Board Observer shall be entitled to attend such meetings only in the event RMB Capital does not have a Board Representative on the Board of Directors and the Bank Board. The Observer shall not have any right to vote on any matter presented to the Board of Directors or the Bank Board or any committee thereof. The Company shall give the Observer written notice of each meeting of the Board of Directors and the Bank Board at the same time and in the same manner as the members of the Board of Directors or the Bank Board (as the case may be), shall provide the Observer with all written materials and other information given to members of the Board of Directors or the Bank Board (as the case may be) at the same time such materials and information are given to such members (provided, however, that the Observer shall not be provided any confidential supervisory information) and shall permit the Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents provided, however, that (1) the Observer may be excluded from executive sessions comprised solely of independent directors by the Chairman of the Board (or, if applicableincluding any committees thereof). Notwithstanding the foregoing, the lead or presiding independent director) ifBoard, acting in the written advice of counselgood faith, such exclusion is necessary in order for the Company to comply with applicable law, regulation or stock exchange listing standards (it being understood that it is not expected that the Observer would be excluded from routine executive sessions), (2) the Company, the Board of Directors, the Bank and the Bank Board shall have reserves the right to withhold any information and to exclude the Board Observer from any meeting or portion thereof if doing so is, access to such information or attendance at such meeting (i) is deemed necessary in the written advice good faith discretion of counselthe Board (ii) in the good faith discretion of the Board, would create a conflict of interest or is restricted by any agreement to which the Company is a party or otherwise bound, or (Aiii) necessary to protect would adversely affect the attorney-client privilege between such party the Company and its counsel, (B) necessary to avoid a violation of fiduciary requirements under applicable law, or (C) necessary to avoid a violation of the Health Insurance Portability & Accountability Act of 1996, as amended, or . The Board Observer shall not have any similar law, and (3) RMB Capital shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner voting rights with respect to all information provided to such any action brought before the Board. The Board Observer (except to the extent that such information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) may resign in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished). The Company also may exclude the Observer from portions of meetings of the Board of Directors as well same manner as the Bank Managers as set forth in this Section 8.2. For purposes of clarity, PT Intermediate may not appoint a Board Observer other than Xxxxx Xxxx and will not have the right to the extent that the appoint any Board of Directors or the Bank Board, as the case may be, will, in any such portion thereof be discussing any matters related to RMB Capital, the Transaction Documents, or any of RMB Capital’s rights or obligations under any of the Transaction Documents or any other matter that the Chairman of the Board of Directors or the Chairman of the Bank Board determines in good faith Observer if Xxxxxx Xxxx is or may be adverse to the interests of RMB Capital provided, however, no matter shall be deemed to be adverse to the interests of RMB Capital merely because such matter may adversely impact the price of any of the Company’s Securities. RMB Capital covenants and agrees to hold all information obtained from its Observer as provided in the prior sentence in confidence to comply with all requirements and obligations applicable to members of the Board of Directors under the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 and all other Laws, in each case, only to the extent (if at all) applicable to the Observer. If RMB Capital and its Affiliates in the aggregate no longer have a Minimum Ownership Interest, RMB Capital will have no further rights under this Section 2the PT Intermediate Manager for any reason.