Common use of Exercise of Warrant; Term Clause in Contracts

Exercise of Warrant; Term. (a) The right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date and after the receipt of all applicable Regulatory Approvals, but in no event later than 11:59 p.m., New York City time, on December 31, 2019 (the “Expiration Time”), by (i) the surrender of (A) this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchased, in each case at the principal executive office of the Corporation located at 1000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (or such other office or agency of the Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Corporation), and (ii) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder by (A) tendering in cash, by certified or cashier’s check payable to the order of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation, (B) electing a cashless exercise pursuant to Section 3(b), or (C) offsetting the aggregate Exercise Price against the Warrantholder’s aggregate Accrued Principal Amount as set forth in Section 3(c). (b) If, as of the day immediately preceding the time a Notice of Exercise is delivered to the Corporation, the Market Price is greater than the Exercise Price, in lieu of exercising this Warrant for cash, the Warrantholder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue to the Warrantholder a number of Shares computed using the following formula: X = Y (A-B) Where:

Exercise of Warrant; Term. (a) The Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date execution and after delivery of this Warrant by the receipt of all applicable Regulatory ApprovalsCompany on the date hereof, but in no event later than 11:59 5:00 p.m., New York City timetime on [—], on December 31, 2019 20201 (the “Expiration Time”), by (iA) the surrender of (A) this Warrant and Notice of Exercise annexed Exercise, in substantially the form set forth in Annex A attached hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case at the principal executive office of the Corporation Company located at 1000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 the address set forth in Item 6 of Schedule A hereto (or such other office or agency of the Corporation Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CorporationCompany), and (iiB) payment of the aggregate Exercise Price for the Shares thereby purchased at purchased: (i) by having the election Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrantholder Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by (A) tendering in cash, by certified or cashier’s check payable to the order of the CorporationCompany, or by wire transfer of immediately available funds to an account designated by the Corporation, (B) electing a cashless Company. If the Warrantholder does not exercise pursuant to Section 3(b), or (C) offsetting the aggregate Exercise Price against the Warrantholder’s aggregate Accrued Principal Amount as set forth in Section 3(c). (b) If, as of the day immediately preceding the time a Notice of Exercise is delivered to the Corporation, the Market Price is greater than the Exercise Price, in lieu of exercising this Warrant for cashin its entirety, the Warrantholder may elect will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the value (difference between the number of Shares subject to this Warrant and the number of Shares as determined below) to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue for Shares is subject to the condition that the Warrantholder a number of Shares computed using the following formula: X = Y (A-B) Where:will have first received any applicable Regulatory Approvals. 1 Ten years from Issue Date.

Exercise of Warrant; Term. (a) The Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date and after the receipt of all applicable the Regulatory Approvals, but in no event later than 11:59 5:00 p.m., New York City time, on December 31April [●], 2019 (the “Expiration Time”)2025, by (iA) the surrender of (A) this Warrant and Notice of Exercise annexed heretohereto as Annex A (the “Notice of Exercise”), duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case at the principal executive office of the Corporation located at 1000 Xxxxxxxx00000 Xxxxxxx Xxxxx Road, Xxxxx 0000Suite 295, XxxxxxWestlake Village, Xxxxxxxx 00000 California 91362 (or such other office or agency of the Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Corporation), and (iiB) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder by (A) tendering in cash, by certified or cashier’s check drawn on a United States bank payable to the order of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation, Corporation (the date on which the Corporation receives items (A) and (B) electing a cashless exercise pursuant to Section 3(b), or (C) offsetting the aggregate “Exercise Price against Date”). Upon any exercise of this Warrant by the Warrantholder’s aggregate Accrued Principal Amount , all shares of Common Stock issuable in respect of such exercise shall be either (i) delivered by the Corporation to the Warrantholder as set forth in Section 3(c). 5 or (bii) If, as credited to book-entry accounts in favor of the day immediately preceding Warrantholder maintained by the time a transfer agent of the Corporation within two (2) business days of the Exercise Date, provided that in each case the Common Stock issuable upon such exercise shall be deemed to have been issued to the Warrantholder at the close of business on the Exercise Date. In lieu of paying the aggregate Exercise Price for the Shares specified in the applicable Notice of Exercise is delivered by cash, certified or cashier’s check or wire transfer pursuant to the Corporation, the Market Price is greater than the Exercise Price, in lieu of exercising this Warrant for cashpreceding paragraph, the Warrantholder may elect to exercise the purchase rights represented by this Warrant by authorizing the Corporation to withhold and not issue to the Warrantholder, in payment of the Exercise Price thereof, a number of such Shares equal to (x) the number of Shares for which the Warrant is being exercised, multiplied by (y) the Exercise Price, and divided by (z) the Market Price on the Exercise Date (any such exercise, a “Cashless Exercise”); and such withheld Shares shall no longer be issuable under the Warrant, and the Warrantholder shall not have any rights or be entitled to any payment with respect to such withheld Shares. The Corporation and Warrantholder agree to treat the Cashless Exercise of this Warrant pursuant to this Section 3 as a recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. In the event of a Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of such Change of Control, if this Warrant has not previously been exercised in full on an Exercise Date occurring before the third (3rd) business day prior to the consummation of such Change of Control, any unexercised portion of this Warrant shall be deemed exercised in full, without the delivery of a Notice of Exercise, effective immediately prior to the consummation of such Change of Control and the Warrantholder shall be entitled to receive cash in an amount equal to the amount of cash payable in such Change of Control in respect of a number of shares of Common Stock equal to the number of Shares that would be deliverable upon an exercise of this Warrant in full immediately prior to consummation of such Change of Control pursuant to this Section 3 of the unexercised portion of this Warrant, where Market Price of a share of Common Stock in such an exercise is deemed for these purposes to be the cash payable in respect of a share of Common Stock in such Change of Control; provided that, for the avoidance of doubt, if the cash payable in respect of a share of Common Stock in such Change of Control in which the Common Stock is converted into solely the right to receive cash upon closing of such Change of Control is less than the then-applicable Exercise Price, then upon consummation of such Change of Control the unexercised portion of this Warrant shall be cancelled for no consideration. Notwithstanding the foregoing, if an exercise of all or part of the rights represented by this Warrant is to be made in connection with a Change of Control or other event, such exercise may, at the election of the Warrantholder, be conditioned upon the consummation of the Change of Control or such other event such that such exercise shall not be deemed effective until the consummation of such Change of Control or other event. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Corporation, within a reasonable time, an in any event not exceeding three (3) business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the value (difference between the number of Shares subject to this Warrant and the number of Shares as determined below) to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue for Shares is subject to the Warrantholder a number of Shares computed using condition that the following formula: X = Y (A-B) Where:Regulatory Approvals shall first have been obtained.

Exercise of Warrant; Term. (a) The Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date execution and after delivery of this Warrant by the receipt of all applicable Regulatory ApprovalsCorporation on the date hereof, but in no event later than 11:59 5:00 p.m., New York City time, on December 31October 16, 2019 2013 (the “Expiration Time”), by (iA) the surrender of (A) this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case at the principal executive office of the Corporation located at 1000 0000 Xxxxxx Xxxxxxxx, Xxxxx 0000Xxxxxxxxx, Xxxxxx, Xxxxxxxx 00000 XX 00000-0000 (or such other office or agency of the Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Corporation), and (iiB) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder by (A) tendering in cash, by certified or cashier’s check payable to the order of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation, (B) electing a cashless . If the Warrantholder does not exercise pursuant to Section 3(b), or (C) offsetting the aggregate Exercise Price against the Warrantholder’s aggregate Accrued Principal Amount as set forth in Section 3(c). (b) If, as of the day immediately preceding the time a Notice of Exercise is delivered to the Corporation, the Market Price is greater than the Exercise Price, in lieu of exercising this Warrant for cashin its entirety, the Warrantholder may elect will be entitled to receive from the Corporation within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the value (difference between the number of Shares subject to this Warrant and the number of Shares as determined below) to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue for Shares is subject to the condition that the Warrantholder a number of Shares computed using the following formula: X = Y (A-B) Where:will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. (aA) The Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date execution and after delivery of this Warrant by the receipt of all applicable Regulatory ApprovalsCorporation on the date hereof, but in no event later than 11:59 5:00 p.m., New York City time, on December 31, 2019 (the “Expiration Time”)Date, by (i) the surrender of (A) this Warrant and Notice of Exercise or Sale annexed hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case at the principal executive office of the Corporation located at 1000 Xxxxxxxx0 Xxxxxxxx Xxxxx, Xxxxx 0000000, XxxxxxXxxxxxx, Xxxxxxxx Xxxxx 00000 (or such other office or agency of the Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Corporation), and (ii) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder by (Aa) tendering in cash, by certified or cashier’s check payable to the order of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation and/or (b) the surrender to the Corporation of shares of the Corporation’s Cumulative Perpetual Preferred Stock, Series A (“Preferred Stock”), valued for purposes of payment of the Exercise Price at the per share sum of (x) $100,000 per share of Preferred Stock and (y) the amount of any accrued and unpaid dividends on each of such surrendered shares of Preferred Stock (including all past due dividends) with such accrual computed from the last dividend payment date through the applicable exercise date of this Warrant. (B) electing a cashless (i) Notwithstanding anything in this Warrant to the contrary, if the NYSE Stockholder Approval and/or the Charter Amendment Approval are required for the issuance of Warrant Shares by the Corporation upon exercise pursuant of the Warrant, then unless and until such required approvals have been received, the Warrantholder shall not be permitted to Section 3(b), or (C) offsetting the aggregate Exercise Price against the Warrantholder’s aggregate Accrued Principal Amount exercise this Warrant for Shares as set forth in this Section 3(c). (b) If3, as of the day immediately preceding the time a Notice of Exercise is delivered but rather in lieu thereof shall be permitted to sell this Warrant to the Corporation, in whole or in part, by the Market Price is greater than the Exercise Price, in lieu of exercising this Warrant for cash, the Warrantholder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise or Sale annexed hereto as set forth in Section 3(A)(i) above, for a cash purchase price equal to the Warrant Option Value (which shall include notice in the case of such electiona sale of the entire Warrant) or for a cash purchase price equal to a pro rata portion of Warrant Option Value based on the percentage of the Warrant being sold (in which event the case of a partial sale of the Warrant), in each case as of the date the Warrantholder delivers to the Corporation such Notice of Exercise or Sale, and any cash payment due from the Corporation pursuant to this clause (i) shall issue be made by the Corporation not later than 30 days after the determination of Warrant Option Value; provided, that the Warrantholder shall not be permitted to sell this Warrant to the Warrantholder a number Corporation as set forth in this Section 3(B)(i), in whole or in part, prior to the 30th day following the first annual meeting of Shares computed using the Corporation following formula: X = Y (A-B) Where:the issuance of this Warrant.

Exercise of Warrant; Term. (a) The right Subject to purchase Section 2, to the Shares represented extent permitted by applicable laws and regulations, all or a portion of the Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the Effective Date execution and after delivery of this Warrant Certificate by the receipt of all applicable Regulatory ApprovalsCompany on the date hereof, but in no event later than 11:59 5:00 p.m., New York City time, time on December 31, 2019 the fifth anniversary of the Issue Date (the “Expiration Time”), by (i) the surrender of (A) this delivery to the Warrant and Agent of a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal or to the Shares thereby purchased, in each case at the principal executive office of the Corporation located at 1000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (Company or to such other office or agency of the Corporation Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CorporationWarrantholders pursuant to Section 19), and (iiB) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder by in cash (A) tendering in cash, by certified check or cashier’s check payable to the order of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation, (B) electing a cashless exercise pursuant to Section 3(bCompany), or (C) offsetting or, at the option of the Company, by having the Company withhold, from the shares of Common Stock that would otherwise be delivered A-4 to such Warrantholder upon such exercise, Shares issuable upon exercise of the Warrants so exercised equal in value to the aggregate Exercise Price against as to such Shares, based on the Warrantholder’s aggregate Accrued Principal Amount as set forth in Section 3(c). (b) If, as Market Price of the Common Stock on the trading day immediately preceding on which such Warrants are exercised and the time a Notice of Exercise is delivered to the CorporationWarrant Agent pursuant to this Section 3. For the avoidance of doubt, if Warrants are exercised and the Market Price is greater than Company elects to have the purchase price satisfied by withholding shares of Common Stock otherwise to be delivered pursuant to the exercise of the Warrant, such that the Exercise PricePrice would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder to the Company. In the case of a Global Warrant, any person with a beneficial interest in lieu such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of exercising this the Depositary. In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant for cashare exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its nominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder shall be entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, not to exceed three business days, a new Definitive Warrant in substantially identical form for the number of Warrants equal to the number of Warrants theretofor represented by such Definitive Warrant less the number of Warrants then exercised. If this Warrant Certificate shall have been exercised in full, the Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as applicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and on behalf of any beneficial owner for which it is acting, enforce, and may elect institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its right to exercise, and to receive Shares equal for, its Warrants as provided in the Global Warrant, and to enforce the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue to the Warrantholder a number of Shares computed using the following formula: X = Y (A-B) Where:Agreement.

Exercise of Warrant; Term. (aA) The To the extent permitted by applicable laws and regulations, and subject to the restrictions set forth in Section 3(B), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date execution and after delivery of this Warrant by the receipt of all applicable Regulatory ApprovalsCompany, on the date hereof, but in no event later than 11:59 p.m., New York City time, on December 31, 2019 the seventh anniversary of the date of issuance of the Warrant (the “Expiration Time”), by (i) the surrender of (A) this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case at the principal executive office of the Corporation located at 1000 XxxxxxxxCompany in Spokane, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 Washington (or such other office or agency of the Corporation Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CorporationCompany), and (ii) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder in one of the following manners: 6 Names to be conformed as appropriate. 7 Reflects aggregate number of shares of Common Stock issuable to all THL buyer entities upon exercise of Warrant. (1) by (A) tendering in cash, by certified or cashier’s check payable to the order of the CorporationCompany, or by wire transfer of immediately available funds to an account designated by the Corporation, Company; or (B2) electing a cashless by having the Company withhold shares of Common Stock issuable upon exercise pursuant of the Warrant equal in value to Section 3(b), or (C) offsetting the aggregate Exercise Price against as to which this Warrant is so exercised based on the Warrantholder’s aggregate Accrued Principal Amount as set forth in Section 3(c). (b) If, as Market Price of the Common Stock on the trading day immediately preceding prior to the time a date on which this Warrant and the Notice of Exercise is are delivered to the Corporation, Company. If the Market Price is greater than the Exercise Price, in lieu of exercising Warrantholder does not exercise this Warrant for cashin its entirety, the Warrantholder may elect will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three (3) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the value (as determined below) difference between the number of this Warrant (or the portion thereof being exercised) by surrender of Shares subject to this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue to the Warrantholder a number of Shares computed using the following formula: X = Y as to which this Warrant is so exercised. (A-B) WhereNotwithstanding anything herein to the contrary, the Warrant shall be exercisable only as follows: (i) by the Investor pursuant to Section 3(A) for shares of Common Stock, provided that in no event shall Investor be entitled to receive shares of Common Stock upon the exercise hereof to the extent (but only to the extent) that at the time the Investor exercises the Warrant (1) the Investor has failed to obtain any applicable Regulatory Approvals or (2) such receipt would cause the Investor to own, or be deemed for applicable bank regulatory purposes to own, Voting Securities of the Company in excess of the Ownership Limit; or (ii) by any Warrantholder other than the Investor and its Affiliates, if such Warrantholder shall have acquired this Warrant directly or indirectly by a transaction or transactions constituting a Widely Dispersed Offering and not in violation of the provisions of Section 8 hereof, for shares of Common Stock, subject to any restrictions or limitations under applicable laws and regulations.

Exercise of Warrant; Term. (a) The Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date execution and after delivery of this Warrant by the receipt of all applicable Regulatory ApprovalsCorporation on the date hereof, but in no event later than 11:59 5:00 p.m., New York City time, on December 31September 1, 2019 2021 (the “Expiration Time”), by (iA) the surrender of (A) this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case at the principal executive office of the Corporation located at 1000 Xxxxxxxx, 000 Xxxxx 0000, Xxxxx Xxxxxx, Xxxxxxxx 00000 Charlotte, North Carolina 28255 (or such other office or agency of the Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Corporation), and (iiB) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder by (Ai) tendering in cash, by certified or cashier’s check payable to the order of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation and/or (ii) the surrender to the Corporation of shares of the Corporation’s 6% Cumulative Preferred Stock, Series T (B) electing a cashless exercise pursuant to Section 3(b“Preferred Stock”), or (C) offsetting valued for purposes of payment of the aggregate Exercise Price against at the Warrantholder’s aggregate Accrued Principal Amount as set forth in Section 3(c). per share sum of (bx) If, as $100,000 per share of Preferred Stock and (y) the day immediately preceding amount of any accrued and unpaid dividends on each of such surrendered shares of Preferred Stock (including all past due dividends) with such accrual computed from the time a Notice last dividend payment date through the applicable exercise date of Exercise is delivered to this Warrant. If the Corporation, the Market Price is greater than the Exercise Price, in lieu of exercising Warrantholder does not exercise this Warrant for cashin its entirety, the Warrantholder may elect will be entitled to receive from the Corporation within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the value (difference between the number of Shares subject to this Warrant and the number of Shares as determined below) to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue for Shares is subject to the condition that the Warrantholder a number of Shares computed using the following formula: X = Y (A-B) Where:will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. (aSubject to Section 3, the Company’s rights pursuant to Section 5(A)(i)(2) The below and the receipt of all Regulatory Approvals, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date and after the receipt of all applicable Regulatory ApprovalsInitial Exercise Date, but in no event later than 11:59 p.m., New York City time, on December 31, 2019 (the “Expiration Time”), by (iA) the surrender of (A) this Warrant and delivery of the Notice of Exercise annexed heretohereto (the “Notice of Exercise”), duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case by hand delivery, e-mail or facsimile, at the principal executive office of the Corporation Company located at 1000 Xxxxxxxx0 Xxxxxx Xxxx, Xxxxx 000000xx Xxxxx, XxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx, 00000, email: xxxxx@xxxxxxxx.xxx, facsimile: 000-000-0000 (or such other office or agency of the Corporation Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CorporationCompany), and (iiB) payment of the aggregate Exercise Price for the Shares thereby purchased at the election of the Warrantholder by (A) tendering in cash, by certified or cashier’s check payable to the order means of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation, (B) electing a cashless exercise pursuant to Section 3(b), or (C) offsetting the aggregate Cashless Exercise Price against the Warrantholder’s aggregate Accrued Principal Amount as set forth in the paragraph below. Subject to Section 3(c). 3 and subject to the Company’s rights pursuant to Section 5(A)(i)(2) below, any exercise of all or any part of this Warrant by the Warrantholder shall be made on a “cashless” or “net-issue” exercise basis (ba “Cashless Exercise”) If, as of by surrendering this Warrant and delivering to the day immediately preceding the time Company a Notice of Exercise is delivered to the CorporationExercise, the Market Price is greater than the Exercise Price, in lieu as a result of exercising this Warrant for cash, which the Warrantholder may elect shall be entitled to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue to the Warrantholder a number of Shares computed shares of Common Stock calculated using the following formula: X = Y * (A-A - B) Where:A where: X = the number of shares of Common Stock to be issued to the Warrantholder Y = the number of shares of Common Stock with respect to which the Warrant is being exercised A = the Market Reference Price B = the then-current Exercise Price of the Warrant The Company and the Warrantholder agree to treat the Cashless Exercise of this Warrant pursuant to this Section 4 as a recapitalization under Section 368(a)(1)(E) of the Code. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within five (5) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. (a) The Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the Effective Date execution and after delivery of this Warrant by the receipt of all applicable Regulatory ApprovalsCompany on the date hereof, but in no event later than 11:59 5:00 p.m., New York City time, time on December 31, 2019 the tenth anniversary of the Issue Date (the “Expiration Time”), by (iA) the surrender of (A) this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder and (B) certificates representing a number of shares of Series B equal to the Shares thereby purchasedWarrantholder, in each case at the principal executive office of the Corporation Company located at 1000 Xxxxxxxx, Xxxxx 0000, 70 Xxxx Xxxxxx, Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xttention: Chief Financial Officer (or such other office or agency of the Corporation Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CorporationCompany), and (iiB) payment of the aggregate Exercise Price for the Shares thereby purchased at purchased: (i) by having the election Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrantholder Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or (ii) with the consent of both the Company and the Warrantholder, by (A) tendering in cash, by certified or cashier’s check payable to the order of the CorporationCompany, or by wire transfer of immediately available funds to an account designated by the Corporation, (B) electing a cashless exercise pursuant to Section 3(b), or (C) offsetting Company. If and so long as the aggregate Exercise Price against the Warrantholder’s aggregate Accrued Principal Amount as set forth in Section 3(c). (b) If, as par value per share of the day immediately preceding Common Stock of the time a Notice Company is $2.50, upon exercise of Exercise is delivered this Warrant there shall be transferred to the CorporationCommon Stock capital account from the special reserve (the “Special Reserve”) created by the Board of Directors upon issuance of shares of the Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock of the Company, an amount equal to $2.499999 per share of Common Stock issued upon such exercise, it being understood that if the par value of the Common Stock shall be reduced to $0.000001 per share, the Market Price is greater than Special Reserve will no longer exist and no such transfer shall be required. If the Exercise Price, in lieu of exercising Warrantholder does not exercise this Warrant for cashin its entirety, the Warrantholder may elect will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the value (difference between the number of Shares subject to this Warrant and the number of Shares as determined below) to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant (or the portion thereof being exercised) by surrender of this Warrant and Notice of Exercise (which shall include notice of such election) in which event the Corporation shall issue for Shares is subject to the condition that the Warrantholder a number of Shares computed using the following formula: X = Y (A-B) Where:will have first received any applicable Regulatory Approvals.