Common use of Corporate Opportunities Clause in Contracts

Corporate Opportunities. Each of the parties hereto acknowledges that each Investor and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the Investors, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Investor, Board Representative, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.

Corporate Opportunities. Each of the parties hereto acknowledges that each Lead Investor and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the Investors, No Lead Investor or any of their respective its Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the Lead Investors, the Board Representatives, the Board Observers and affiliates the Affiliates of the Lead Investors have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investorsany Lead Investor, the Board RepresentativesRepresentative, the Observers Board Observer or any affiliate of the Investors their Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Lead Investor, Board Representative, Board Observer or affiliate of an Investor Affiliate shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the any other Investors Purchasers or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the a Lead Investor, any affiliate Affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201Company or its Subsidiaries.

Corporate Opportunities. Each of the parties hereto acknowledges that each Investor Purchasers and its respective Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which that may have products or services which that compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsPurchasers, any Affiliates thereof, any related investments funds or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the Investorseach Purchaser, any Affiliates thereof, any related investment funds, the Board RepresentativesInitial Investor Directors (as defined below), the Observers and affiliates any of the Investors their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investorsany Purchaser, the Board RepresentativesInitial Investor Directors, the Observers any Affiliate of any Purchaser, any related investment funds or any affiliate of the Investors their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Investorthe Purchasers, Board Representativethe Initial Investor Directors, Observer Affiliates of the Purchasers, any related investment funds or affiliate any of an Investor their respective Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investorsuch Purchaser, any affiliate thereof or Affiliate thereof, any related investment fund thereofthereof or any of their respective Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing; provided, the provisions of however, that this Section 7 clause (b) shall only not apply to any potential transaction or matter that was brought to or became known to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201Initial Investor Directors primarily in their respective capacity as a director of the Company and/or the Bank.

Corporate Opportunities. Each In recognition and anticipation that (1) certain directors, principals, officers, employees or other representatives of the parties hereto acknowledges that each Investor Purchaser Parties and its their Affiliates may serve as directors, officers or agents of the Company, (2) the Purchaser Parties and their Affiliates may now engage and may continue to engage in the same or similar activities or related investment funds may review lines of business as those in which the business plans and related proprietary information of any enterpriseCompany, including enterprises which may have products or services which compete directly or indirectly indirectly, may engage or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, and (3) members of the Board of Directors who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 4.17 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Purchaser Parties, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its Subsidiariesdirectors, officers and may trade stockholders in the securities of such enterpriseconnection therewith. None of (1) the Investors, Purchaser Parties or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterpriseAffiliates, or trading (2) any Non-Employee Director or his or her Affiliates (the Persons (as defined below) identified in the securities thereof whether or not such enterprise has products or services that compete with those of the Company (1) and its Subsidiaries. The parties expressly acknowledge and agree that: (a2) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right above being referred to, and shall collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have no any duty (contractual or otherwise) not toto refrain from, directly or indirectly, engage (A) engaging in the same or similar business activities or lines of business as in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Subsidiaries; and (b) Affiliates. Subject to the following sentence, in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors Identified Person acquires knowledge of a potential transaction or matter other business opportunity that may be a corporate opportunity for itself, herself or himself and the Company or any of its SubsidiariesAffiliates, such InvestorIdentified Person shall, Board Representativeto the fullest extent permitted by law, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present offer such corporate transaction or other business opportunity to the Company or any of its Subsidiaries, Affiliates and, notwithstanding any provision of this Agreement to the contraryfullest extent permitted by law, shall not be liable to the Company or its stockholders or to any of its Subsidiaries or the other Investors or stockholders Affiliate of the Company for breach of any fiduciary duty (contractual as a stockholder, director or otherwise) officer of the Company solely by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another person, Person or does not present communicate information regarding such corporate opportunity to the Company. Notwithstanding anything in the foregoing, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Company) if such opportunity is offered to such person solely in his or her capacity as a director or officer of the Company, and this section shall not apply to any such corporate opportunity. In addition to and notwithstanding the foregoing provisions of this Agreement or anything to the contrary in the Certificate of Designation, to the fullest extent permitted by law, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Company if it is a business opportunity that (1) the Company is neither financially or legally able, nor contractually permitted to undertake, (2) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, or (3) is one in which the Company has no interest or reasonable expectancy. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.2014.17.

Corporate Opportunities. Each of the parties hereto acknowledges that each Investor Purchaser and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its the Company Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsPurchaser, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its the Company Subsidiaries. The parties expressly acknowledge and agree that: (a) the InvestorsPurchaser, the Board RepresentativesRepresentative, the Observers Board Observer and affiliates Affiliates of the Investors Purchaser have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its the Company Subsidiaries; and (b) in the event that the InvestorsPurchaser, the Board RepresentativesRepresentative, the Observers Board Observer or any affiliate Affiliate of the Investors Purchaser acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its the Company Subsidiaries, such InvestorPurchaser, Board Representative, Board Observer or affiliate of an Investor Affiliate shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its the Company Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its the Company Subsidiaries or the other Additional Investors or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the InvestorPurchaser, any affiliate Affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.

Corporate Opportunities. Each In recognition and anticipation that (1) certain directors, principals, officers, employees and/or other representatives of the parties hereto acknowledges that each Investor Purchaser Parties and its their Affiliates may serve as directors, officers or agents of the Company, (2) the Purchaser Parties and their Affiliates may now engage and may continue to engage in the same or similar activities or related investment funds may review lines of business as those in which the business plans and related proprietary information of any enterpriseCompany, including enterprises which may have products or services which compete directly or indirectly indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, and (3) members of the Board who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 4.15 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Purchaser Parties, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its Subsidiariesdirectors, officers and may trade stockholders in the securities of such enterpriseconnection therewith. None of (1) the Investors, Purchaser Parties or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterpriseAffiliates, or trading (2) any Non-Employee Director or his or her Affiliates (the Persons identified in the securities thereof whether or not such enterprise has products or services that compete with those of the Company (1) and its Subsidiaries. The parties expressly acknowledge and agree that: (a2) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right above being referred to, and shall collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have no any duty (contractual or otherwise) not toto refrain from, directly or indirectly, engage (A) engaging in the same or similar business activities or lines of business as in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Subsidiaries; and (b) Affiliates. Subject to the following sentence, in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors Identified Person acquires knowledge of a potential transaction or matter other business opportunity that may be a corporate opportunity for itself, herself or himself and the Company or any of its SubsidiariesAffiliates, such InvestorIdentified Person shall, Board Representativeto the fullest extent permitted by law, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present offer such corporate transaction or other business opportunity to the Company or any of its Subsidiaries, Affiliates and, notwithstanding any provision of this Agreement to the contraryfullest extent permitted by law, shall not be liable to the Company or its stockholders or to any of its Subsidiaries or the other Investors or stockholders Affiliate of the Company for breach of any fiduciary duty (contractual as a stockholder, director or otherwise) officer of the Company solely by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another person, Person or does not present communicate information regarding such corporate opportunity to the Company. Notwithstanding anything in the foregoing, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Company) if such opportunity is offered to such person solely in his or her capacity as a director or officer of the Company, and this section shall not apply to any such corporate opportunity. In addition to and notwithstanding the foregoing provisions of this Section 7 shall only apply Agreement or anything to the contrary in the Certificate of Designations, to the fullest extent permitted by 12 C.F.R. §§ 563.200 and 563.201law, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Company if it is a business opportunity that (1) the Company is neither financially or legally able, nor contractually permitted to undertake, (2) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, or (3) is one in which the Company has no interest or reasonable expectancy.

Corporate Opportunities. Each of the parties hereto acknowledges that each Investor and the Investor, its Affiliates and their related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which that may have products or services which compete directly or indirectly with those of the Company IBG and its Subsidiariessubsidiaries, and may trade in the securities of such enterprise. None of the InvestorsThe Investor, any of its Affiliates and their respective Affiliates or related investment funds shall not be precluded or in any way restricted (except as may be required by applicable law) from investing or participating in any particular enterprise, or trading in the securities thereof thereof, whether or not such enterprise has products or services that compete with those of IBG or any of its subsidiaries. Without limiting the Company and its Subsidiaries. The generality of the foregoing, the parties expressly acknowledge and agree that: (a) the Investors, the Board Representatives, the Observers Investor and affiliates of the Investors its Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company IBG and its Subsidiariessubsidiaries; and (b) in the event that the Investors, the Board Representatives, the Observers Investor or any affiliate of the Investors its Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company IBG or any of its Subsidiariessubsidiaries, such Investor, Board Representative, Observer the Investor or affiliate of an Investor its Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company IBG or any of its Subsidiariessubsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company IBG or any of its Subsidiaries subsidiaries or the any other Investors or stockholders shareholders of the Company IBG for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof of its Affiliates or any of their related investment fund thereoffunds, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, person or entity or does not present such opportunity to the CompanyIBG or its subsidiaries. Notwithstanding anything in the foregoing, the provisions parties hereto acknowledge and agree that the CBI Nominee, as a director of this Section 7 shall only apply IBG, will owe fiduciary duties to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201IBG.

Corporate Opportunities. Each of the parties hereto acknowledges that each the Investor and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its the Company Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsInvestor and its Affiliates, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its the Company Subsidiaries. The parties expressly acknowledge and agree that: (a) the InvestorsInvestor, the Board RepresentativesObserver, the Observers and affiliates Affiliates of the Investors Investor and their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its the Company Subsidiaries; and (b) in the event that the InvestorsInvestor, the Board RepresentativesObserver, any Affiliate of the Observers Investor or any affiliate of the Investors their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its the Company Subsidiaries, such the Investor, Board Representativethe Observer, Observer Affiliates of the Investor or affiliate any of an Investor their respective Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its the Company Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its the Company Subsidiaries or the other Investors or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof or Affiliate thereof, any related investment fund thereofthereof or any of their respective Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.

Corporate Opportunities. Each Subject to applicable Law, and, in the case of Bohai, and confidentiality and use provisions in this Agreement applicable to Bohai, the Sponsors , the Syndicatees and Bohai (including their respective equity holders and their respective Affiliates, but excluding any member of the parties hereto acknowledges Board who is also an officer of the Company) may engage in or possess any interest in other investments, business ventures or Persons of any nature or description, independently or with others, similar or dissimilar to, or that each Investor competes with, the investments or business of the Company and its Affiliates Subsidiaries (collectively, Outside Activities), and related investment funds may review provide advice and other assistance to any such investment, business venture or Person engaged in Outside Activities, (b) the Company shall have no rights in and to such Outside Activities or the income or profits derived therefrom, and (c) the pursuit of any such Outside Activities, even if competitive with the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, shall not be deemed wrongful or improper. Subject to applicable Law, the Sponsors, the Syndicatees, Bohai and may trade in the securities of such enterprise. None of the Investors, any of their respective Affiliates or related investment funds (including their respective equity holders and their respective Affiliates, but excluding any member of the Board who is also an officer of the Company) (i) shall not be precluded or in any way restricted from investing or participating in obligated to present any particular enterprise, investment or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Investor, Board Representative, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires even if such opportunity for itselfis of a character that, directs such opportunity to another person, or does not present such opportunity if presented to the Company, could be pursued by the Company, and (ii) shall have the right to pursue for their own account (individually or as a partner or a fiduciary) or to recommend to any other Person any such investment opportunity. Notwithstanding anything in the foregoing, the provisions of nothing in this Section Article 7 shall only apply be deemed or construed to permit any Director to use any confidential, proprietary or non-public information obtained in his or her capacity as a Director for the personal benefit of such Director or of any entity with which such Director may be affiliated or to the detriment of the Company, to the extent such use would not have been permitted by 12 C.F.R. §§ 563.200 and 563.201under applicable Law in the absence of this Article 7.

Corporate Opportunities. Each Subject to applicable Law, the Sponsors and the Syndicatees (including their respective equity holders and their respective Affiliates, but excluding any member of the parties hereto acknowledges Board who is also an officer of the Company) may engage in or possess any interest in other investments, business ventures or Persons of any nature or description, independently or with others, similar or dissimilar to, or that each Investor competes with, the investments or business of the Company and its Affiliates Subsidiaries (collectively, Outside Activities), and related investment funds may review provide advice and other assistance to any such investment, business venture or Person engaged in Outside Activities, (b) the Company shall have no rights in and to such Outside Activities or the income or profits derived therefrom, and (c) the pursuit of any such Outside Activities, even if competitive with the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, shall not be deemed wrongful or improper. Subject to applicable Law, the Sponsors, the Syndicatees and may trade in the securities of such enterprise. None of the Investors, any of their respective Affiliates or related investment funds (including their respective equity holders and their respective Affiliates, but excluding any member of the Board who is also an officer of the Company) (i) shall not be precluded or in any way restricted from investing or participating in obligated to present any particular enterprise, investment or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Investor, Board Representative, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires even if such opportunity for itselfis of a character that, directs such opportunity to another person, or does not present such opportunity if presented to the Company, could be pursued by the Company, and (ii) shall have the right to pursue for their own account (individually or as a partner or a fiduciary) or to recommend to any other Person any such investment opportunity. Notwithstanding anything in the foregoing, nothing in this Article 6 shall be deemed or construed to permit any Director to use any confidential, proprietary or non-public information obtained in his or her capacity as a Director for the provisions personal benefit of this Section 7 shall only apply such Director or of any entity with which such Director may be affiliated or to the detriment of the Company, to the extent such use would not have been permitted by 12 C.F.R. §§ 563.200 and 563.201under applicable Law in the absence of this Article 6.

Corporate Opportunities. Each of the parties hereto acknowledges that each Investor the Purchasers and its their respective Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which that may have products or services which that compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsPurchasers, any Affiliates thereof, any related investments funds or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the InvestorsPurchasers, any Affiliates thereof, any related investment funds, the Board Representatives, the Observers Representative and affiliates any of the Investors their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investorsany Purchaser, the Board RepresentativesRepresentative, the Observers any Affiliate of any Purchaser, any related investment funds or any affiliate of the Investors their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Investorthe Purchasers, the Board Representative, Observer Affiliates of the Purchasers, any related investment funds or affiliate any of an Investor their respective Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investorsuch Purchaser, any affiliate thereof or Affiliate thereof, any related investment fund thereofthereof or any of their respective Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.

Corporate Opportunities. Each of The Company and the parties hereto acknowledges Purchaser acknowledge that each Investor of ______________ (and its Affiliates and related investment funds) and each of the ______________ Purchasers (and their respective Affiliates, related investment funds and investment advisers) (collectively, the “Primary Investors”) may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the Investors, any of their respective Affiliates or related investment funds No Primary Investor shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties Company and the Purchaser expressly acknowledge and agree that: that (a) the Investors, the Board Representatives, the Observers and affiliates of the Investors have each Primary Investor has the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; , and (b) in the event that a Primary Investor or the Investors, the Board Representatives, the Observers or any affiliate of the Investors Designated Director acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, other than through a communication from the Company or any of its Affiliates concerning such Investoropportunity, Board Representative, Observer such Primary Investor or affiliate of an Investor the Designated Director shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, and shall not be liable to the Company or any of its Subsidiaries or the any other Investors Purchasers or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the such Primary Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another personPerson, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201Company or its Subsidiaries.

Corporate Opportunities. Each of the parties hereto acknowledges that each Investor Castle Creek and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which that may have products or services which that compete directly or indirectly with those of the Company and its the Company Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsCastle Creek and its Affiliates, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its the Company Subsidiaries. The parties expressly acknowledge and agree that: (a) the InvestorsCastle Creek, the Board Representatives, the Observers Affiliates of Castle Creek and affiliates of the Investors their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its the Company Subsidiaries; and (b) in the event that the InvestorsCastle Creek, the Board Representatives, the Observers any Affiliate of Castle Creek or any affiliate of the Investors their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its the Company Subsidiaries, such InvestorCastle Creek, Board Representative, Observer Affiliates of Castle Creek or affiliate any of an Investor their respective Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its the Company Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its the Company Subsidiaries or the other Investors or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the InvestorCastle Creek, any affiliate thereof or Affiliate thereof, any related investment fund thereofthereof or any of their respective Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.

Corporate Opportunities. Each of the parties hereto acknowledges that each the Lead Investor and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of Neither the Investors, Lead Investor nor any of their respective its Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the InvestorsLead Investor, the Board RepresentativesRepresentative, the Observers Board Observer and affiliates the Affiliates of the Investors Lead Investor have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investorsany Lead Investor, the Board RepresentativesRepresentative, the Observers Board Observer or any affiliate of the Investors their Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Lead Investor, Board Representative, Board Observer or affiliate of an Investor Affiliate shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the any other Investors Purchasers or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Lead Investor, any affiliate Affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201Company or its Subsidiaries.

Corporate Opportunities. Each In recognition and anticipation that (1) certain directors, principals, officers, employees and/or other representatives of the parties hereto acknowledges that each Investor Purchaser Parties and its their Affiliates may serve as directors, officers or agents of the Company, (2) the Purchaser Parties and their Affiliates may now engage and may continue to engage in the same or similar activities or related investment funds may review lines of business as those in which the business plans and related proprietary information of any enterpriseCompany, including enterprises which may have products or services which compete directly or indirectly indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, and (3) members of the Board who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 4.16 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Purchaser Parties, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its Subsidiariesdirectors, officers and may trade stockholders in the securities of such enterpriseconnection therewith. None of (1) the Investors, Purchaser Parties or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterpriseAffiliates, or trading (2) any Non-Employee Director or his or her Affiliates (the Persons identified in the securities thereof whether or not such enterprise has products or services that compete with those of the Company (1) and its Subsidiaries. The parties expressly acknowledge and agree that: (a2) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right above being referred to, and shall collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have no any duty (contractual or otherwise) not toto refrain from, directly or indirectly, engage (A) engaging in the same or similar business activities or lines of business as in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Subsidiaries; and (b) Affiliates. Subject to the following sentence, in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors Identified Person acquires knowledge of a potential transaction or matter other business opportunity that may be a corporate opportunity for itself, herself or himself and the Company or any of its SubsidiariesAffiliates, such InvestorIdentified Person shall, Board Representativeto the fullest extent permitted by law, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present offer such corporate transaction or other business opportunity to the Company or any of its Subsidiaries, Affiliates and, notwithstanding any provision of this Agreement to the contraryfullest extent permitted by law, shall not be liable to the Company or its stockholders or to any of its Subsidiaries or the other Investors or stockholders Affiliate of the Company for breach of any fiduciary duty (contractual as a stockholder, director or otherwise) officer of the Company solely by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another person, Person or does not present communicate information regarding such corporate opportunity to the Company. Notwithstanding anything in the foregoing, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Company) if such opportunity is offered to such person solely in his or her capacity as a director or officer of the Company, and this section shall not apply to any such corporate opportunity. In addition to and notwithstanding the foregoing provisions of this Section 7 shall only apply Agreement or anything to the contrary in the Certificate of Designations, to the fullest extent permitted by 12 C.F.R. §§ 563.200 and 563.201law, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Company if it is a business opportunity that (1) the Company is neither financially or legally able, nor contractually permitted to undertake, (2) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, or (3) is one in which the Company has no interest or reasonable expectancy.

Corporate Opportunities. Each of the The parties hereto acknowledges that each Investor and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which may have products or services which compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the Investors, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: , except to the extent otherwise restricted pursuant to a written agreement with the Company or its Subsidiaries (including, without limitation, as provided in any employment agreement, restrictive covenant agreement or similar agreement), (a) a Shareholder and any of its Representatives may engage in and possess interests in business ventures of any and every type and description, independently or with others, including ones in competition with the InvestorsCompany or its Subsidiaries, with no obligation to offer to the Board Representatives, the Observers and affiliates Company or any of the Investors have its Subsidiaries or any Shareholder or any Representative thereof the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage to participate therein except as set forth in the same or similar business activities or lines of business as the Company and its Subsidiaries; proviso below and (b) in the event that the Investors, the Board Representatives, the Observers a Shareholder or any affiliate of the Investors its Representatives acquires knowledge of a any such business venture, potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Investor, Board Representative, Observer Shareholder or affiliate of an Investor Representative shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, Subsidiaries and shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof such Shareholder or related investment fund thereofRepresentative, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, Person or does not present such opportunity to the Company or its Subsidiaries; provided, that if any such corporate opportunity is presented to a Director (including any Director who serves as an officer of the Company. Notwithstanding anything ) in his or her capacity as a Director or officer of the foregoingCompany, the provisions of this Section 7 then such Director shall only apply communicate such corporate opportunity to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201Company; provided, further, that such Shareholder or any of its Representatives may nevertheless pursue or acquire such opportunity for itself.

Corporate Opportunities. Each In recognition and anticipation that (1) certain directors, principals, officers, employees and/or other representatives of the parties hereto acknowledges that each Investor Purchaser Parties and its their Affiliates and related investment funds may review the business plans and related proprietary information of any enterpriseserve as directors, including enterprises which may have products officers or services which compete directly or indirectly with those agents of the Company Company, (2) the Purchaser Parties and its Subsidiaries, their Affiliates may now engage and may trade in the securities of such enterprise. None of the Investors, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, continue to engage in the same or similar business activities or related lines of business as those in which the Company and its Subsidiaries; and (b) in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such Investor, Board Representative, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof or related investment fund thereofCompany, directly or indirectly, pursues may engage and/or other business activities that overlap with or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to compete with those in which the Company. Notwithstanding anything , directly or indirectly, may engage or proposes to engage, and (3) members of the Board who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the foregoingsame or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 7 shall only apply 4.16 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Purchaser Parties, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its directors, officers and stockholders in connection therewith. None of (1) the Purchaser Parties or any of their Affiliates, or (2) any Non-Employee Director or his or her Affiliates (the Persons identified in (1) and (2) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by 12 C.F.R. §§ 563.200 and 563.201.law, have any duty to refrain from, directly or indirectly,

Corporate Opportunities. Each of the parties hereto The Company expressly acknowledges that each Investor and its the Sixth Street Shareholders, their respective Affiliates and related investment funds the Observer (i) are permitted to have, and may review presently or in the future have, investments or other business plans and related proprietary information of any enterpriserelationships with entities engaged in business(es) that may be similar to, including enterprises which may have products or services which compete directly or indirectly with those competitive with, the businesses of the Company or one of its Subsidiaries (each, an “Other Business”), (ii) have and may develop strategic relationships with businesses that are or may be competitive with or complementary to the Company or its Subsidiaries, and may trade (iii) will not, by virtue of their investment in the securities of such enterprise. None of the Investors, Company or any of its Subsidiaries or (if applicable) designation of their respective Affiliates Affiliates, representatives or related investment funds shall be precluded personnel as officers, managers or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those directors of the Company and its Subsidiaries. The parties expressly acknowledge and agree that: (a) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, be prohibited from pursuing and engaging in any such Investoractivities, Board Representative, Observer or affiliate of an Investor shall have no duty (contractual or otherwiseiv) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall will not be liable obligated to inform the Company or any of its Subsidiaries of any such opportunity, relationship or investment and (v) may be involved in an Other Business and such involvement in and of itself will not constitute a conflict of interest of any of such Persons with respect to the Company or its Subsidiaries; provided, that (a) none of the Sixth Street Shareholders, their respective Affiliates or the Observer shall be permitted to use or disclose any confidential information provided by the Company, its Subsidiaries or their respective directors, officers, employees or other Investors or stockholders representatives in connection with any of the activities contemplated by the foregoing sentence, and (b) the Observer shall disclose any investment or other material involvement that a Sixth Street Shareholder or any of its Affiliates have in any Person that is involved in (or to the extent the Observer is notified of such by the Company for breach Board or its committee, has a material interest in) a matter being reviewed, discussed or approved by the Company Board or any of its committees prior to the Observer participating in any meeting with respect to such matter and the Company Board and its committees shall have the right to exclude the Observer from the portion of any duty (contractual meeting during which such matter is being reviewed, discussed or otherwise) by reason approved to the extent the Company Board or such committee determines in good faith that the attendance of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the CompanyObserver would result in a conflict of interest. Notwithstanding anything in the foregoing, the provisions Company acknowledges that the Sixth Street Shareholders, their respective Affiliates and their respective officers and employees, including the Observer, may serve as directors of this Section 7 shall only apply portfolio companies, and confidential information will not be deemed to have been disclosed to any such portfolio company solely due to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201dual role of any such officer or employee so long as such officer or employee does not provide any such confidential information to the other directors or officers or employees of any such portfolio company or direct or cause such portfolio company to take any action on the basis of such confidential information.

Corporate Opportunities. Each of the parties hereto The Company acknowledges that each Investor Purchasers and its their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which that may have products or services which that compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsPurchasers, any related investments funds or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise enterprise) has products or services that compete with those of the Company and its Subsidiaries. The parties Company expressly acknowledge acknowledges and agree agrees that: (a) the Investorseach Purchaser, the Board Representatives, the Observers any related investment funds and affiliates any of the Investors their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investorsany Purchaser, the Board Representatives, the Observers any related investment funds or any affiliate of the Investors their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such InvestorPurchaser, Board Representative, Observer any related investment funds or affiliate any of an Investor their respective Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investorsuch Purchaser, any affiliate thereof or Affiliate thereof, any related investment fund thereofthereof or any of their respective Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.

Corporate Opportunities. Each In recognition and anticipation that (1) certain directors, principals, partners, officers, employees and/or other representatives of the parties hereto acknowledges that each Investor and its Affiliates may serve as directors, officers or agents of the Company, (2) the Investor and its Affiliates may now engage and may continue to engage, and/or may in the future engage, in the same or similar activities or related investment funds may review lines of business as those in which the business plans and related proprietary information of any enterpriseCompany or its Affiliates, including enterprises which may have products or services which compete directly or indirectly indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, and (3) members of the Board who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 5.11 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Investor, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its Subsidiariesdirectors, officers and may trade stockholders in the securities of such enterpriseconnection therewith. None of (1) the Investors, Investor or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterpriseits Affiliates, or trading (2) any Non-Employee Director or his or her Affiliates (the Persons identified in the securities thereof whether or not such enterprise has products or services that compete with those of the Company (1) and its Subsidiaries. The parties expressly acknowledge and agree that: (a2) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right above being referred to, and shall collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have no any duty (contractual or otherwise) not toto refrain from, directly or indirectly, engage (A) engaging in the same or similar business activities or lines of business as in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company, on behalf of itself and any Subsidiaries, hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Subsidiaries; and (b) Affiliates. Subject to the following sentence, in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors Identified Person acquires knowledge of a potential transaction or matter other business opportunity that may be a corporate opportunity for itself, herself or himself and the Company or any of its SubsidiariesAffiliates, such InvestorIdentified Person shall, Board Representativeto the fullest extent permitted by law, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present offer or otherwise make available such corporate transaction or other business opportunity to the Company or any of its Subsidiaries, Affiliates and, notwithstanding any provision of this Agreement to the contraryfullest extent permitted by law, shall not be liable to the Company or its stockholders or to any of its Subsidiaries or the other Investors or stockholders Affiliate of the Company for breach of any fiduciary duty (contractual as a stockholder, director or otherwise) officer of the Company solely by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another person, Person or does not present communicate information regarding such corporate opportunity to the Company. The Company, on behalf of itself and each of its Subsidiaries, (x) acknowledges that the Identified Persons may now own, may continue to own, and from time to time may acquire and own, investments in one or more other entities (each such entity, a “Related Company” and all such entities, collectively, “Related Companies”) that are direct competitors of, or that otherwise may have interests that do or could conflict with those of, the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates, and (y) agree that (A) the enjoyment, exercise and enforcement of the rights, interests, privileges, powers and benefits granted or available to the Identified Persons under this Agreement shall not be in any manner reduced, diminished, affected or impaired, and the obligations of the Identified Persons under this Agreement (if any) shall not be in any manner augmented or increased, by reason of any act, circumstance, occurrence or event arising from or in any respect relating to (1) the ownership by an Identified Person of any interest in any Related Company, (2) the affiliation of any Related Company with an Identified Person or (3) any action taken or omitted by any Related Company or an Identified Person in respect of any Related Company, (B) no Identified Person who is not an Investor Director shall, by reason of such ownership, affiliation or action, become subject to any fiduciary duty to the Company, any of its 42 Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates, (C) none of the duties imposed on an Identified Person who is not an Investor Director, whether by contract or law, do or shall limit or impair the right of any Identified Person lawfully to compete with the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates as if the Identified Persons were not a party to this Agreement, and (D) to the fullest extent permitted by Delaware Law, the Identified Persons are not and shall not be obligated to disclose to the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates any information related to their respective businesses or opportunities, including acquisition opportunities, or to refrain from or in any respect to be restricted in competing against the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates in any such business or as to any such opportunities. Notwithstanding anything in the foregoing, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Company) if such opportunity is offered to such person solely in his or her capacity as a director or officer of the Company, and this section shall not apply to any such corporate opportunity. In addition to and notwithstanding the foregoing provisions of this Section 7 shall only apply Agreement or anything to the contrary in the Certificate of Designations, to the fullest extent permitted by 12 C.F.R. §§ 563.200 and 563.201law, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Company if it is a business opportunity that (1) the Company is neither financially or legally able, nor contractually permitted to undertake, (2) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, or (3) is one in which the Company has no interest or reasonable expectancy.

Corporate Opportunities. Each of the parties hereto acknowledges that each the Investor and its Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which that may have products or services which that compete directly or indirectly with those of the Company and its the Company Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsInvestor and its Affiliates, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and its the Company Subsidiaries. The parties expressly acknowledge and agree that: (a) the InvestorsInvestor, the Board RepresentativesObserver, the Observers and affiliates Affiliates of the Investors Investor and their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its the Company Subsidiaries; and (b) in the event that the InvestorsInvestor, the Board RepresentativesObserver, any Affiliate of the Observers Investor or any affiliate of the Investors their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its the Company Subsidiaries, such the Investor, Board Representativethe Observer, Observer Affiliates of the Investor or affiliate any of an Investor their respective Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its the Company Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its the Company Subsidiaries or the other Investors or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investor, any affiliate thereof or Affiliate thereof, any related investment fund thereofthereof or any of their respective Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions Table of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.Contents

Corporate Opportunities. Each of the parties hereto The Company acknowledges that each Investor Purchasers and its their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including enterprises which that may have products or services which that compete directly or indirectly with those of the Company and its Subsidiaries, and may trade in the securities of such enterprise. None of the InvestorsPurchasers, any related investments funds or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise enterprise) has products or services that compete with those of the Company and its Subsidiaries. The parties Company expressly acknowledge acknowledges and agree agrees that: (a) the Investorseach Purchaser, the Board Representativesany related investment funds, the Observers and affiliates any of the Investors their respective Affiliates have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company and its Subsidiaries; and (b) in the event that the Investorsany Purchaser, the Board Representatives, the Observers any related investment funds or any affiliate of the Investors their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, such InvestorPurchaser, Board Representative, Observer any related investment funds or affiliate any of an Investor their respective Affiliates shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries or the other Investors or stockholders shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Investorsuch Purchaser, any affiliate thereof or Affiliate thereof, any related investment fund thereofthereof or any of their respective Affiliates, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. Notwithstanding anything in the foregoing, the provisions of this Section 7 shall only apply to the extent permitted by 12 C.F.R. §§ 563.200 and 563.201.

Corporate Opportunities. Each In recognition and anticipation that (1) certain directors, principals, partners, officers, employees and/or other representatives of the parties hereto acknowledges that each Investor and its Affiliates may serve as directors, officers or agents of the Company, (2) the Investor and its Affiliates may now engage and may continue to engage, and/or may in the future engage, in the same or similar activities or related investment funds may review lines of business as those in which the business plans and related proprietary information of any enterpriseCompany or its Affiliates, including enterprises which may have products or services which compete directly or indirectly indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, and (3) members of the Board who are not employees of the Company or its subsidiaries (the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes to engage, the provisions of this Section 5.11 are set forth to regulate and define the conduct of certain affairs of the Company with respect to certain classes or categories of business opportunities as they may involve the Investor, the Non-Employee Directors or their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its Subsidiariesdirectors, officers and may trade stockholders in the securities of such enterpriseconnection therewith. None of (1) the Investors, Investor or any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterpriseits Affiliates, or trading (2) any Non-Employee Director or his or her Affiliates (the Persons identified in the securities thereof whether or not such enterprise has products or services that compete with those of the Company (1) and its Subsidiaries. The parties expressly acknowledge and agree that: (a2) the Investors, the Board Representatives, the Observers and affiliates of the Investors have the right above being referred to, and shall collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have no any duty (contractual or otherwise) not toto refrain from, directly or indirectly, engage (A) engaging in the same or similar business activities or lines of business as in which the Company or any of its Affiliates now engages or proposes to engage or (B) otherwise competing with the Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Company, on behalf of itself and any Subsidiaries, hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Subsidiaries; and (b) Affiliates. Subject to the following sentence, in the event that the Investors, the Board Representatives, the Observers or any affiliate of the Investors Identified Person acquires knowledge of a potential transaction or matter other business opportunity that may be a corporate opportunity for itself, herself or himself and the Company or any of its SubsidiariesAffiliates, such InvestorIdentified Person shall, Board Representativeto the fullest extent permitted by law, Observer or affiliate of an Investor shall have no duty (contractual or otherwise) to communicate or present offer or otherwise make available such corporate transaction or other business opportunity to the Company or any of its Subsidiaries, Affiliates and, notwithstanding any provision of this Agreement to the contraryfullest extent permitted by law, shall not be liable to the Company or its stockholders or to any of its Subsidiaries or the other Investors or stockholders Affiliate of the Company for breach of any fiduciary duty (contractual as a stockholder, director or otherwise) officer of the Company solely by reason of the fact that the Investor, any affiliate thereof or related investment fund thereof, directly or indirectly, such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another person, Person or does not present communicate information regarding such corporate opportunity to the Company. The Company, on behalf of itself and each of its Subsidiaries, (x) acknowledges that the Identified Persons may now own, may continue to own, and from time to time may acquire and own, investments in one or more other entities (each such entity, a “Related Company” and all such entities, collectively, “Related Companies”) that are direct competitors of, or that otherwise may have interests that do or could conflict with those of, the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates, and (y) agree that (A) the enjoyment, exercise and enforcement of the rights, interests, privileges, powers and benefits granted or available to the Identified Persons under this Agreement shall not be in any manner reduced, diminished, affected or impaired, and the obligations of the Identified Persons under this Agreement (if any) shall not be in any manner augmented or increased, by reason of any act, circumstance, occurrence or event arising from or in any respect relating to (1) the ownership by an Identified Person of any interest in any Related Company, (2) the affiliation of any Related Company with an Identified Person or (3) any action taken or omitted by any Related Company or an Identified Person in respect of any Related Company, (B) no Identified Person who is not an Investor Director shall, by reason of such ownership, affiliation or action, become subject to any fiduciary duty to the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates, (C) none of the duties imposed on an Identified Person who is not an Investor Director, whether by contract or law, do or shall limit or impair the right of any Identified Person lawfully to compete with the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates as if the Identified Persons were not a party to this Agreement, and (D) to the fullest extent permitted by Delaware Law, the Identified Persons are not and shall not be obligated to disclose to the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates any information related to their respective businesses or opportunities, including acquisition opportunities, or to refrain from or in any respect to be restricted in competing against the Company, any of its Subsidiaries, any of the Company’s stockholders or any of their respective Affiliates in any such business or as to any such opportunities. 42 Notwithstanding anything in the foregoing, the Company does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Company) if such opportunity is offered to such person solely in his or her capacity as a director or officer of the Company, and this section shall not apply to any such corporate opportunity. In addition to and notwithstanding the foregoing provisions of this Section 7 shall only apply Agreement or anything to the contrary in the Certificate of Designations, to the fullest extent permitted by 12 C.F.R. §§ 563.200 and 563.201law, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Company if it is a business opportunity that (1) the Company is neither financially or legally able, nor contractually permitted to undertake, (2) from its nature, is not in the line of the Company’s business or is of no practical advantage to the Company, or (3) is one in which the Company has no interest or reasonable expectancy.