Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. (a) The Investor, on the one hand, Investors and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Focus Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor Company or to the CompanyFocus Investor, all the information (other than confidential personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Focus Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or any such document may redact any confidential information contained thereinother Transaction Document. Notwithstanding anything to the contrary herein, nothing contained in this Agreement to the contrary, Neither the Focus Investor nor the Company shall require be required to provide any materials to the other party that it deems private or confidential nor shall either be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the contrary, neither the Focus Investor nor the Company shall be required to furnish the other party with any (1) sensitive personal biographical or personal financial information of any of the directors, officers, employees, managers or partners of the Investor or any of its Affiliates Affiliates, (2) proprietary and non-public information related to (i) take any action that would result in the Investor organizational terms of, or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978investors in, the HOLA it or the cross-guaranty liability provisions of the FDI Actits Affiliates, or (3) any information that would require any such entity to register as a savings and loan holding company, it deems private or confidential. (iic) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to From the Company any time of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including this Agreement until the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the CompanyClosing, the Company will not, without the consent of the Investor, take any actionshall not act, directly or indirectly through its subsidiaries indirectly, to amend, modify, or otherwisewaive, that and the Board of Directors believes shall not recommend approval of any proposal to the shareholders having the effect of amending, modifying, or waiving any provision in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants Articles of Association of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as Company in effect at any manner adverse to the time of taking such action or thereunderInvestors.

Filings; Other Actions. (a) The InvestorPurchaser (on behalf of itself and its Affiliates, and its and their respective directors, officers, partners, members and shareholders), on the one hand, and the CompanyCompany (on behalf of itself and its Affiliates), on the other hand, will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andAuthorities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or and the Other Private Placementsother Transaction Documents, and to perform the their respective covenants contemplated by in this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekother Transaction Documents. Each of the parties hereto party shall, and shall cause its respective Affiliates, and its and their respective directors, officers, partners, members and shareholders to) execute and deliver deliver, both before and after the Closing Closing, such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. Notwithstanding anything herein to the contrary, subject, in each case, the Purchaser and its Affiliates are not subject to clauses (i) and (ii) of any covenant or agreement under this Agreement to file any application or notice under the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor BHC Act or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents CIBC Act in connection with any of the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreementtransactions as contemplated hereby, and nothing herein shall require the Investor and Purchaser or any of its Affiliates to take any action that would result in the Purchaser or its Affiliates being deemed to control the Company shall usefor the purposes of the BHC Act or the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions), and shall cause their respective or that would require the Purchaser or its Affiliates to use, reasonable best efforts to, Register as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made witha bank holding company, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor would result in the Other Private Placements to review imposition of any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicableBurdensome Condition. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor . (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners, members and the Company shall promptly furnish each shareholders and such other to the extent permitted by applicable laws matters as may be reasonably necessary or advisable in connection with copies of written communications received by them or their Affiliates fromany statement, filing, notice, or delivered application made by any or on behalf of the foregoing to, any Governmental Entity (such other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates subsidiaries to (iany Governmental Authority in connection with Transaction Documents; provided, however, that this Section 4.1(b) take any action that would result in the Investor or shall not require a party to furnish any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderpartnership agreements.

Filings; Other Actions. (a) The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorTransaction Documents, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekin each case required of it. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to Section 3.3(b). (b) Notwithstanding Section 3.3(a), in no event shall the Investor and be required to (1) accept any Burdensome Condition with respect to any regulatory filing or approval, including, without limitation, any condition which could jeopardize or potentially have the effect of jeopardizing any other investment opportunities (now or hereafter existing) of the Investor or any of its Affiliates, (2) become a bank holding company or (3) be required to agree to provide capital to the Company or any Company Subsidiary other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. (c) To the extent that the Investor files a notice of change in control under the CBCA, it shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCC. Federal Reserve) as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement). (d) The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyInvestor, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 3.3. The Investor and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. (e) As soon as practicable after the date of this Agreement, the Company shall submit the NYSE Exception Application and shall comply with the requirements set forth in Section 312.05 of the NYSE Listed Company Manual. (f) The Company shall call a meeting of its shareholders to vote on the Shareholder Proposal as promptly as possible after the date hereof if the NYSE Exception Application is not approved by the NYSE. Notwithstanding anything The Board of Directors shall unanimously recommend to the contrary hereinCompany’s shareholders that such shareholders approve the Shareholder Proposal. The Investor shall vote or cause to be voted all shares of Common Stock, nothing contained if any, beneficially owned by it and eligible to vote on the Shareholder Proposal in this Agreement favor of such Shareholder Proposal. In connection with such shareholders meeting, the Company shall require promptly prepare (and the Investor shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary Proxy Statement, shall use its reasonable best efforts to solicit proxies for such shareholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive Proxy Statement related to such shareholders meeting to be mailed to the Company’s shareholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to such Proxy Statement or for additional information and shall supply the Investor with copies of all correspondence between the Company or any of its Affiliates representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to (i) take such Proxy Statement. If at any action time prior to such shareholders meeting there shall occur any event that would result is required to be set forth in the Investor an amendment or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide supplement to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the CompanyProxy Statement, the Company will notshall as promptly as practicable prepare and mail or otherwise disseminate to its shareholders such an amendment or supplement. The Investor and the Company agree promptly to correct any information provided by it or on its behalf for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect, without and the consent Company shall as promptly as practicable prepare and mail or otherwise disseminate to its shareholders an amendment or supplement to correct such information to the extent required by applicable Laws. The Company shall consult with the Investor prior to mailing any Proxy Statement, or any amendment or supplement thereto, and provide the Investor with reasonable opportunity to comment thereon. The recommendation of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes described in good faith would reasonably this Section 3.3(f) shall be expected to cause included in the Investor to be subject to transfer restrictions or other covenants Proxy Statement. (g) In the event that the approval of the FDIC Statement Shareholder Proposal described in this Section 3.3 is not obtained at such shareholders meeting, the Company shall include a proposal to approve and the Board of Policy Directors shall unanimously recommend approval of each such proposal at a meeting of its shareholders no less than once in each subsequent ninety (90)-day period beginning on Qualifications for Failed Bank Acquisitions as in effect at the time of taking day following such action initial shareholders meeting until such approval is obtained or thereundermade.

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement and the Secondary Sale Agreement (including all transactions that are conditions to Closing hereunderhereunder and thereunder) or the Other Private PlacementsPrimary Investment Transactions, and to perform the covenants contemplated by this Agreement and the Secondary Sale Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement and the Secondary Sale Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Primary Investment Transactions or Secondary Treasury Sales to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement and the Secondary Sale Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in Court)in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978CIBCA, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor(a) Each Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to provide evidence of non-control of the Company and the Bank, including executing and delivering to the applicable Governmental Entities passivity and disassociation commitments and commitments not to act in concert with respect to the Company or the Bank (the “Commitments”) in the forms customary for transactions similar to the transaction contemplated hereby, and to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it Agreement, including the Agreements attached as Exhibits hereto and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Notwithstanding the immediately preceding sentence, the Purchaser shall not be required to provide information on its investors solely in their capacities as limited partners or other similar passive equity investors, and shall be entitled to request confidential treatment from any Governmental Entity and not disclose to the Company any information that is confidential and proprietary to the Purchaser. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, documents and other documents instruments and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Investor Each Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that (i) no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany any information that is confidential and proprietary to such Purchaser. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicablepracticable in light of the currently anticipated date for bidding on the Target Institution of April 8, 2010. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of in this Section 3.1(a). Each Purchaser shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement . (b) The Company shall require the Investor or any call a meeting of its Affiliates stockholders, to be held as promptly as practicable following the Closing, and in no event later than 75 days after the Closing, to seek the Stockholder Approvals proposals to (i1) take any action that would result in approve the Investor or any Conversion of its Affiliates being deemed to control the Company or Convertible Preferred Stock and the Bank related issuance of Common Stock for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions Rule 5635 of the FDI Act, or that would require any such entity Nasdaq Stock Market Rules and (2) to register as a savings amend the Articles of Incorporation to increase the number of authorized shares of Common Stock to permit the Conversion in full and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to available authorized but unissued shares for general corporate purposes. The Board of Directors of the Company any shall recommend approval of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorssuch proposals. So long as the Investor holds any securities of the CompanyIn connection with such meeting, the Company shall promptly prepare (and each Purchaser will notreasonably cooperate with the Company to prepare) and file (but in no event more than twenty business days after the Closing Date) with the SEC a preliminary proxy statement or an amended preliminary proxy statement, without the consent shall use its reasonable best efforts to respond to any comments of the InvestorSEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than five business days after clearance thereof by the SEC, take and shall use its reasonable best efforts to solicit proxies for such stockholder approval. If at any actiontime prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, directly the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or indirectly through supplement. Each Purchaser and the Company agrees promptly to correct any information provided by it or on its subsidiaries behalf for use in the proxy statement if and to the extent that such information shall have become false or otherwisemisleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. In the event that the Stockholder Approvals are not obtained at such stockholders’ meeting, the Company shall include proposals to approve (and the Board of Directors believes shall unanimously recommend approval of) such Stockholder Approvals proposals at a meeting of its stockholders no less than once in good faith would each subsequent three-month period beginning on the date of such stockholders meeting until such approval is obtained. The Preferred Stock Articles of Amendment contain a reduction in the Conversion Price, as defined therein, for failure to obtain the Stockholder Approvals timely pursuant to this Section 3.1 and the Preferred Stock Articles of Amendment. (c) Each Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to each Purchaser, all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably be expected to cause necessary or advisable in connection with the Investor to be subject to transfer restrictions or other covenants of proxy statement in connection with any such stockholders’ meeting at which the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderStockholder Approvals are sought.

Filings; Other Actions. The (a) Each Anchor Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Anchor Investors and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and each of the Investor Anchor Investors will cooperate as may reasonably be requested by the Investor Anchor Investors or the Company, as the case may be, to help the Investor Anchor Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor and be required to become a bank holding company, accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing any investment opportunities (now or hereafter existing) of such Anchor Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. To the extent that any Anchor Investor files a notice of change in control under the CBCA, such Anchor Investor shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCCFederal Reserve) as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement). The Investor Anchor Investors and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyAnchor Investors, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.4. Each of the transactions contemplated hereby. The Investor Anchor Investors and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything . (b) The Company shall call a meeting of its stockholders, to be held as promptly as practical after May 23, 2010, and in no event later than October 28, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock (the “Preferred Stock Proposals”) pursuant to the contrary hereinArticles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) and (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by the Transaction Documents and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares pursuant to the Transaction Documents, nothing contained the Investment, the Other Private Placements, the TARP Exchange, the Exchange Offers and the Rights Offering (including the backstop commitments), pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in this Agreement clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall require unanimously recommend to the Investor Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and the Anchor Investors shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Anchor Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and shall supply the Anchor Investors with copies of all correspondence between the Company or any of its Affiliates representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to (i) take such proxy statement. If at any action time prior to such stockholders’ meeting there shall occur any event that would result is required to be set forth in the Investor an amendment or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide supplement to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyproxy statement, the Company will not, without the consent shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of the InvestorAnchor Investors and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, take and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The Company shall consult with the Anchor Investors prior to mailing any actionproxy statement, directly or indirectly through its subsidiaries any amendment or otherwisesupplement thereto, that and provide the Anchor Investors with reasonable opportunity to comment thereon. The recommendation made by the Board of Directors believes described in good faith would reasonably this Section 3.4(b) shall be expected included in the proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any of the General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of Amendment and the Preferred Stock Articles of Amendment, as applicable, with the Commonwealth of Virginia State Corporation Commission. (c) In the event that the approval of any of the Stockholder Proposals described in this Section 3.4 is not obtained at such stockholders meeting, the Company shall include a proposal to cause approve (and the Investor Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders no less than once in each subsequent sixty-day period beginning on the day following such initial stockholders meeting until all such approvals are obtained or made (d) The Company shall amend the Articles of Incorporation to reduce the par value per share of Common Stock to a nominal amount, which shall be less than the Purchase Price divided by the number of Common Shares to be subject to transfer restrictions or other covenants purchased by the Anchor Investors hereunder, and the Company shall file Articles of the FDIC Statement Amendment reflecting such new par value per share of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderCommon Stock.

Filings; Other Actions. The Investor(a) Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement; provided, however, that nothing in this Agreement shall obligate Purchaser to be performed by it and disclose the identities of limited partners, shareholders or members of Purchaser or its Affiliates or investment advisors or other confidential proprietary information of the Purchaser or any of its Affiliates (ii) with respect to the Investorcollectively, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek“Proprietary Information”). Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each casePurchaser will, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each extent required, use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, Purchaser to help the Investor and the Company Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable competition or merger control laws of other jurisdictions, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect to for the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of transactions contemplated by this Section 3.1Agreement. In furtherance of Without limiting the foregoing, if to the extent required, the Investor Purchaser and the Company shall make all necessary applications, notices, petitions, filings prepare and other documents file a Notification and Report Form pursuant to the HSR Act in connection with the Required Approvals required to be obtained transactions contemplated by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, Agreement as promptly as possible, respond fully to all requests for additional information from practicable after the Federal Reserve or Closing Date (and in any event within 15 business days after the OCCClosing). The Investor Purchaser and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential informationProprietary Information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of in this Section 3.1(a). Purchaser shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything the foregoing, in no event shall Purchaser be required to become a bank holding company, accept any Burdensome Condition in connection with the contrary hereintransactions contemplated by this Agreement, nothing contained in this Agreement shall require including without limitation any condition which could jeopardize or potentially have the Investor effect of jeopardizing any investment opportunities (now or hereafter existing) of Purchaser or any of its Affiliates Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of, subject to the conditions set forth in, this Agreement. (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall call a meeting of its stockholders, as promptly as practicable following the Closing, to vote on proposals (collectively, the “Stockholder Proposals”) to (i1) take approve the conversion of (A) the Series F Convertible Preferred Stock into Voting Common Stock and (B) Purchaser Non-Voting Shares and the Indemnity Shares into Voting Common Stock for purposes of Rule 5635 of the Nasdaq Stock Market Rules, (2) approve the amendment to the Articles of Incorporation to (x) authorize a number of shares of Non-Voting Common Stock sufficient to permit the full conversion of the Series G Convertible Preferred Stock into, Non-Voting Common Stock and the issuance of the Indemnity Shares, and (y) increase the number of authorized shares of Voting Common Stock to at least such number as shall be sufficient to permit the full conversion of each of the Series F Convertible Preferred Stock, the Purchaser Non-Voting Shares and the Indemnity Shares (clauses (x) and (y), collectively, the “Charter Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file (but in no event more than ten business days after the Closing Date) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any action that would result in comments of the Investor SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such stockholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its Affiliates being deemed representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to control the Company such proxy statement. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide supplement to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyproxy statement, the Company will notshall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, without and the consent of Company shall as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the Investorextent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, take or any actionamendment or supplement thereto, directly or indirectly through its subsidiaries or otherwise, that and provide Purchaser with a reasonable opportunity to comment thereon. The recommendation made by the Board of Directors believes described in good faith would this Section 3.1(b) shall be included in the proxy statement filed in connection with obtaining such stockholder approval. In the event that the approval of any of the Stockholder Proposals is not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until all such approvals are obtained or made. (c) Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to Purchaser, in each case to the extent legally permissible and not in contravention of any contractual obligation, all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably be expected necessary in connection with the proxy statement in connection with any such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement; provided, however, that (i) nothing in this Section 3.1(c) shall obligate Purchaser to provide any Proprietary Information and (ii) Purchaser shall provide information only to the extent typically provided by Purchaser to such Governmental Entities under Purchaser’s policies consistently applied and subject to such confidentiality requests as Purchaser shall reasonably seek. (d) Unless this Agreement has been terminated pursuant to Section 5.1, Purchaser hereby agrees that at any meeting of the stockholders of the Company held to vote on the Stockholder Proposals, however called, Purchaser shall vote, or cause the Investor to be subject to transfer restrictions voted, all of the shares of Common Stock or other covenants Voting Securities Beneficially Owned by Purchaser and its Affiliates in favor of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at Stockholder Proposals, except to the time of taking such action extent prohibited by the Nasdaq Stock Market Rules or thereunderapplicable state law. The Company shall use its reasonable best efforts to obtain a commitment substantially identical to Purchaser’s commitment under this Section 3.1(d) from each Additional Investor.

Filings; Other Actions. The (a) Each Anchor Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Anchor Investors and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and each of the Investor Anchor Investors will cooperate as may reasonably be requested by the Investor Anchor Investors or the Company, as the case may be, to help the Investor Anchor Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor and be required to become a bank holding company, accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing (i) the ability of Hampton Roads to accept brokered deposits or (ii) any other investment opportunities (now or hereafter existing) of such Anchor Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. To the extent that any Anchor Investor files a notice of change in control under the CBCA, such Anchor Investor shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCCFederal Reserve) as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement). The Investor Anchor Investors and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyAnchor Investors, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.4. Each of the transactions contemplated hereby. The Investor Anchor Investors and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything . (b) The Company shall call a meeting of its stockholders, to be held as promptly as practical after the date hereof, and in no event later than 80 days after the date hereof, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock (the “Preferred Stock Proposals”) pursuant to the contrary hereinArticles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) and (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by the Transaction Documents and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares pursuant to the Transaction Documents, nothing contained the Investment, the Other Private Placements, the TARP Exchange, the Exchange Offers and the Rights Offering (including the backstop commitments), pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in this Agreement clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall require unanimously recommend to the Investor Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and the Anchor Investors shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Anchor Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and shall supply the Anchor Investors with copies of all correspondence between the Company or any of its Affiliates representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to (i) take such proxy statement. If at any action time prior to such stockholders’ meeting there shall occur any event that would result is required to be set forth in the Investor an amendment or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide supplement to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyproxy statement, the Company will not, without the consent shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of the InvestorAnchor Investors and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, take and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The Company shall consult with the Anchor Investors prior to mailing any actionproxy statement, directly or indirectly through its subsidiaries any amendment or otherwisesupplement thereto, that and provide the Anchor Investors with reasonable opportunity to comment thereon. The recommendation made by the Board of Directors believes described in good faith would reasonably this Section 3.4(b) shall be expected to cause included in the Investor to be subject to transfer restrictions or other covenants proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any of the FDIC Statement General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of Policy Amendment and the Preferred Stock Articles of Amendment, as applicable, with the Commonwealth of Virginia State Corporation Commission. (c) In the event that the approval of any of the Stockholder Proposals described in this Section 3.4 is not obtained at such stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders no less than once in each subsequent sixty-day period beginning on Qualifications for Failed Bank Acquisitions as in effect at the time of taking day following such action initial stockholders meeting until all such approvals are obtained or thereunder.made

Filings; Other Actions. The Investor(a) Each of the Investors and the Company will use its commercially reasonable efforts to take, on the one handor cause to be taken, all actions, and to do, or cause to be done all things necessary, proper or advisable to consummate and make effective, in the Companymost expeditious manner practicable, on the other handtransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (a) all acts reasonably necessary to cause the conditions to Closing to be satisfied; (b) the obtaining of all necessary actions or no actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity; (c) the obtaining of all necessary consents, approvals or waivers from third parties; and (d) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In furtherance of the foregoing, the Investors and the Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. (b) Each party agrees, subject, in each caseupon reasonable request, to clauses (i) and (ii) of furnish the first sentence of this Section 3.1. The Investor and the Company will each use other party with all information concerning itself, its reasonable best efforts to promptly obtain or submitsubsidiaries, Affiliates, directors, officers, partners, and the Company shareholders and the Investor will cooperate such other matters as may be reasonably be requested necessary or advisable in connection with any statement, filing, notice, or application made by the Investor or the Company, as the case may be, on behalf of such other party or any of its subsidiaries to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, Governmental Entity in connection with this Agreement. Notwithstanding anything herein to the extent required by lawscontrary, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to neither the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and Investors nor the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals be required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep furnish the other party apprised with any (1) sensitive personal biographical or personal financial information of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing todirectors, officers, employees, managers or partners of any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates Affiliates, (2) proprietary and non-public information related to (i) take any action that would result in the Investor organizational terms of, or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978investors in, the HOLA it or the cross-guaranty liability provisions of the FDI Actits Affiliates, or (3) any information that would require any such entity to register as a savings and loan holding company, (ii) take it deems private or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderconfidential.

Filings; Other Actions. (a) The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorTransaction Documents, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekin each case required of it. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to Section 3.3(b). (b) Notwithstanding Section 3.3(a), in no event shall the Investor and be required to (1) accept any Burdensome Condition with respect to any regulatory filing or approval, including, without limitation, any condition which could jeopardize or potentially have the effect of jeopardizing any other investment opportunities (now or hereafter existing) of the Investor or any of its Affiliates, (2) become a bank holding company or (3) be required to agree to provide capital to the Company or any Company Subsidiary other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. (c) The Investor shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice (filed under the CBCA) as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve. If so requested by the Federal Reserve in connection with such notice, the Investor shall, and shall cause its Affiliates to, enter into one or more passivity and non-association commitments and provide such other non-control and related commitments as the OCC. Federal Reserve may require (in each case, in form and substance reasonably satisfactory to the Federal Reserve). (d) The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyInvestor, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 3.3. The Investor and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. (e) The Company shall call a meeting of its shareholders to vote on the Shareholder Proposals (the “Company Shareholders’ Meeting”) as promptly as practicable after the date hereof. Notwithstanding anything The Board of Directors shall unanimously recommend to the contrary hereinCompany’s shareholders that such shareholders approve the Shareholder Proposals (the “Company Recommendation”) and shall not (x) withdraw, nothing contained modify or qualify in this Agreement shall require any manner adverse to the Investor such recommendation or (y) approve, adopt or otherwise take any action inconsistent with such recommendation (any action described in clauses (x) or (y) being referred to herein as a “Change in Company Recommendation”); provided that the Board of Directors may make a Change in Company Recommendation pursuant to Section 3.4(c). The Investor shall vote or cause to be voted all shares of Common Stock, if any, beneficially owned by it or any of its Affiliates and eligible to vote on the Shareholder Proposals in favor of such Shareholder Proposals. In connection with the Company Shareholders’ Meeting, the Company shall promptly prepare (i) take any action that would result in and the Investor shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary Proxy Statement, shall use its reasonable best efforts to solicit proxies for such shareholder approvals and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive Proxy Statement related to such shareholders meeting to be mailed to the Company’s shareholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to such Proxy Statement or for additional information and shall supply the Investor with copies of all correspondence between the Company or any of its Affiliates being deemed representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to control such Proxy Statement. If at any time prior to such shareholders meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its shareholders such an amendment or supplement. The Investor and the Bank Company agree promptly to correct any information provided by it or on its behalf for purposes of use in the Change Proxy Statement if and to the extent that such information shall have become false or misleading in Bank Control Act of 1978, any material respect and the HOLA Company shall as promptly as practicable prepare and mail or otherwise disseminate to its shareholders an amendment or supplement to correct such information to the cross-guaranty liability provisions of extent required by applicable Laws. The Company shall consult with the FDI ActInvestor prior to mailing any Proxy Statement, or that would require any such entity to register as a savings amendment or supplement thereto, and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorswith reasonable opportunity to comment thereon. So long as the Investor holds any securities The recommendation of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes described in good faith would reasonably this Section 3.3(e) shall be expected to cause included in the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderProxy Statement.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied applied, to the extent the Purchaser has such policies, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.10. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisor’s or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.10. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.10 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities or financial condition of limited partners, shareholders or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause its placement agent to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything to the contrary in this Section 4.10, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The (a) Each Investor, with respect to itself only, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entities, including executing and delivering to the applicable Governmental Entities customary passivity commitments, disassociation commitments and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it it, and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied applied, to the extent the Investor has such policies, and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.3(a). The Investor Each Investor, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Investor, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Investor shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Investor and (ii) an Investor shall not be required to disclose to the InvestorCompany or any other Investor any information that is confidential and proprietary to such Investor or its Affiliates. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Investor, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 3.3. The Investor Each Investor, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.3 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities or financial condition of limited partners, shareholders or non-managing members of the Investor or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause its placement agents to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything in the contrary in this Section 3.3, no Investor holds shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in a Burdensome Condition. (b) The Company shall comply with the requirements of NASDAQ Marketplace Rule 5635(f), including, but not limited to, providing ten (10) days notice to shareholders prior to the Company will not, without the consent issuance of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereundercommon stock.

Filings; Other Actions. The Investor(a) Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company Purchaser will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, Purchaser to help the Investor and the Company Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect to for the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained transactions contemplated by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor Purchaser and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of in this Section 3.1(a). To the transactions contemplated hereby. The Investor extent permitted by applicable law, Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each other to the extent permitted by applicable laws Purchaser, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . (b) Unless this Agreement has been terminated pursuant to Section 5.1, the party delivering Company shall call a special meeting of its stockholders, as promptly as practicable following the Closing, but in any such document event on or before November 30, 2008, to vote on proposals (collectively, the “Stockholder Proposals”) to (A) approve the (x) conversion of the Contingent Convertible Preferred Stock into, and exercise of the Warrants for, Common Stock and (y) issuance of any shares of Common Stock which may redact any confidential information contained therein. Notwithstanding anything be or is required to be issued pursuant to the contrary hereinterms of the Articles of Amendment or the Warrants, nothing contained in each case, for purposes of Rule 4350(i) of the NASDAQ Marketplace Rules, and (B) amend the Articles of Organization to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of all shares of the Preferred Stock into, and exercise of the Warrants for, Common Stock. The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare (and Purchaser will reasonably cooperate with the Company to prepare) and file (in no event later than ten business days after the date of this Agreement Agreement) with the SEC a preliminary proxy statement, shall require use its reasonable best efforts to respond to any comments of the Investor SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such stockholder approval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply Purchaser with copies of all correspondence between the Company or any of its Affiliates representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to (i) take such proxy statement. If at any action time prior to such stockholders’ meeting there shall occur any event that would result is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the Investor proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with Purchaser prior to filing any proxy statement, any amendment or supplement thereto, or any correspondence to the SEC or its staff relating thereto, and provide Purchaser with a reasonable opportunity to comment thereon. In the event that the approval of any of the Stockholder Proposals is not obtained at such special stockholders’ meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders no less than once in each subsequent six-month period beginning on the date of such special stockholders’ meeting until all such approvals are obtained or made. (c) Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to Purchaser, all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with any such stockholders meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its Affiliates being deemed Subsidiaries to control any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. (d) Without limiting the other obligations of the Company or under this Agreement, in the Bank event that the Stockholder Proposal to approve the conversion of the Contingent Convertible Preferred Stock into, and exercise of the Warrants for, Common Stock for purposes of Rule 4350(i) of the Change in Bank Control Act of 1978NASDAQ Marketplace Rules is approved by the Company’s stockholders, but the other Stockholder Proposal is not so approved, the HOLA or Company shall negotiate in good faith with Purchaser promptly to provide Purchaser with the cross-guaranty liability provisions option of exchanging its Contingent Convertible Preferred Stock into (and to exchange its Warrants for securities exercisable for) depositary receipts for a junior participating preferred stock with rights as to voting, liquidation and dividends identical to those of Common Stock, all on such terms and conditions as the Company and Purchaser may mutually agree. (e) Purchaser has provided the Company with true, correct and complete copies of the FDI ActEquity Financing Commitment letter (the “Equity Commitment Letter”), or that would require any such entity to register dated as a savings of the date hereof, between Purchaser and loan holding companyTC Group, L.L.C. (the “Investor”). As of the date hereof, the Equity Commitment Letter (i) is in full force and effect, (ii) take or refrain from taking or agree is a valid and binding agreement of Purchaser and, to take or refrain from taking any action or suffer to exist any conditionPurchaser’s knowledge, limitation, restriction or requirement that would result in a Burdensome Condition or each of the other parties thereto and (iii) provide has not been amended or modified in any respect. Purchaser shall take all actions reasonably necessary to enforce the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members obligations of the Investor or its Affiliates or their investment advisors. So long as under the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderEquity Commitment Letter.

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and to obtain all shall take such other necessary and customary permitsactions as the other party may reasonably request to effect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as advisors (collectively, the Investor holds any securities of “Purchaser Confidential Information”). (b) The Purchaser, on the one hand, agrees to furnish to the Company, and the Company, on the other hand, agrees to furnish to the Purchaser, subject to all applicable laws relating to the exchange of information, all information concerning itself, its Affiliates, directors, officers and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of such party’s subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. Notwithstanding anything in this Section 4.1 or elsewhere in this Agreement to the contrary, (A) the Purchaser shall not be required to provide any materials to the Company will not, without that it deems private or confidential and (B) the consent of Purchaser shall provide information only to the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that extent typically provided by the Board of Directors believes in good faith would reasonably be expected Purchaser to cause the Investor to be such Governmental Entities and subject to transfer restrictions or other covenants of such confidentiality requests as the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderPurchaser may reasonably seek.

Filings; Other Actions. The (a) Each Anchor Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Anchor Investors and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and each of the Investor Anchor Investors will cooperate as may reasonably be requested by the Investor Anchor Investors or the Company, as the case may be, to help the Investor Anchor Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor and be required to become a bank holding company, accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing (i) the ability of Hampton Roads to accept brokered deposits or (ii) any other investment opportunities (now or hereafter existing) of such Anchor Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. To the extent that any Anchor Investor files a notice of change in control under the CBCA, such Anchor Investor shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCCFederal Reserve) as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement). The Investor Anchor Investors and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyAnchor Investors, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.4. Each of the transactions contemplated hereby. The Investor Anchor Investors and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything . (b) The Company shall call a meeting of its stockholders, to be held as promptly as practical after May 23, 2010, and in no event later than September 20, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock (the “Preferred Stock Proposals”) pursuant to the contrary hereinArticles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) and (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by the Transaction Documents and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares pursuant to the Transaction Documents, nothing contained the Investment, the Other Private Placements, the TARP Exchange, the Exchange Offers and the Rights Offering (including the backstop commitments), pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in this Agreement clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall require unanimously recommend to the Investor Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare (and the Anchor Investors shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. The Company shall notify the Anchor Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and shall supply the Anchor Investors with copies of all correspondence between the Company or any of its Affiliates representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to (i) take such proxy statement. If at any action time prior to such stockholders’ meeting there shall occur any event that would result is required to be set forth in the Investor an amendment or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide supplement to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyproxy statement, the Company will not, without the consent shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders such an amendment or supplement. Each of the InvestorAnchor Investors and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, take and the Company shall as promptly as practicable prepare and mail or otherwise disseminate to its stockholders an amendment or supplement to correct such information to the extent required by applicable Laws. The Company shall consult with the Anchor Investors prior to mailing any actionproxy statement, directly or indirectly through its subsidiaries any amendment or otherwisesupplement thereto, that and provide the Anchor Investors with reasonable opportunity to comment thereon. The recommendation made by the Board of Directors believes described in good faith would reasonably this Section 3.4(b) shall be expected to cause included in the Investor to be subject to transfer restrictions or other covenants proxy statement filed in connection with obtaining such stockholder approval. Upon approval and adoption of any of the FDIC Statement General Stockholder Proposals and Preferred Stock Proposals, if applicable, the Company shall promptly file the General Articles of Policy Amendment and the Preferred Stock Articles of Amendment, as applicable, with the Commonwealth of Virginia State Corporation Commission. (c) In the event that the approval of any of the Stockholder Proposals described in this Section 3.4 is not obtained at such stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall unanimously recommend approval of) each such proposal at a meeting of its stockholders no less than once in each subsequent sixty-day period beginning on Qualifications for Failed Bank Acquisitions as in effect at the time of taking day following such action initial stockholders meeting until all such approvals are obtained or thereunder.made

Filings; Other Actions. The Investor(a) Subject to Section 4.7, Purchaser, on the one hand, and the Company, on the other hand, will (and will cause their respective affiliates, including, in the case of Purchaser, the Sponsors, to) cooperate and consult (including as to the timing of Closing and as to the efforts of the Company and PACW to satisfying the conditions to, and consummate, the Merger and the status thereof) with the other party and use reasonable best efforts to promptly prepare and file (as applicable) all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, ordersapprovals, approvals confirmations (whether in writing or orally) and authorizations of, or exemptions from, of all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) which are necessary or advisable to consummate the transactions contemplated hereby and by this the Merger Agreement (including all transactions that are conditions to Closing hereunder) or as promptly as reasonably practicable following the Other Private Placementsdate hereof, and to perform respond to any request for information from any Governmental Entity relating to the covenants foregoing, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement to be performed by it and Agreement, including the Company Share Issuance. (iib) with respect to the Investor, to To the extent typically provided permitted by the Investor to such third parties or Governmental EntitiesLaw, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance all the information to the extent relating to such other party, and any of its respective affiliates and its and their respective directors, officers, partners and shareholders, which appears in any filing made with, or written materials submitted to, any Governmental Entity (and to the extent practicable, each will consult with the other, in each case subject to applicable laws other party relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential such information) relating and (ii) consult with the other in advance of any substantive meeting or conference with any Governmental Entity that is reasonably likely to such relate to or affect Purchaser or its investment in the Company in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each party agrees to act reasonably and as promptly as reasonably practicable. To the extent permitted by Xxx, each party agrees to keep the other party, party reasonably apprised of the status of matters referred to in this Section 3.1(b). Purchaser and the Company shall promptly correct or supplement any of their respective Affiliates, which appears information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Materials furnished pursuant to this Section 3.1(b) may be redacted (1) to remove references concerning the valuation of the Company and the transactions contemplated hereby, including the Company Share Issuance, or other Confidential Information, (2) as necessary to comply with contractual arrangements and (3) as necessary to address reasonable privilege concerns, and the parties may reasonably designate any competitively sensitive or any confidential business material provided to the other under this Section 3.1(b) as “counsel only” or, as appropriate, as “outside counsel only”. (c) Purchaser shall have the reasonable opportunity to review any descriptions of Purchaser, its affiliates or the transactions contemplated by this Agreement prior to the publishing of any joint proxy statement/prospectus or any other documents (other than public filings any filing under Rule 425 of the Securities Act) filed or to be filed with the Bankruptcy Court) SEC or any Governmental Entity by the Company or, to the extent the Company has and receives the right to review any such other documents filed or to be filed with the SEC or any Governmental Entity by PACW (if permitted by PACW), in connection with the transactions contemplated by this Agreement. (d) To the extent permitted by applicable Law, the parties shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required approval, consent or authorization from a Governmental Entity related to the transactions contemplated by this Agreement will not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned. (e) The Company shall (at (x) the Company Stockholders Meeting (if held) and (y) if the Exemption Amendment is not duly approved at the Company Stockholder Meeting and the Closing occurs, each annual meeting of stockholders of the Company following the Closing Date until such time as the Exemption Amendment is duly approved) use reasonable best efforts (including recommending the Exemption Amendment to its stockholders) to (i) submit to its stockholders a proposal to amend Section F of Article 6 of the Company Articles in a manner to exempt Purchaser and its affiliates (but not any other stockholder of the Company) from the application of Section F of Article 6 of the Company Articles (such amendment, the “Exemption Amendment”) and (ii) obtain the requisite approval of its stockholders of the Exemption Amendment at any such meeting of its stockholders; provided, that following the first anniversary of the Closing, the Company’s obligations contained in this clause (y) shall be subject to receipt of a written request from Purchaser no later than thirty (30) business days prior to the anniversary of the date on which the Company first filed its proxy materials for the preceding annual meeting. Subject to the Company obtaining the requisite approval of its stockholders of the Exemption Amendment, the Company shall (A) if such requisite approval was obtained at the Company Stockholders Meeting, in connection with the Closing, file the Exemption Amendment with the Maryland Department of State or (B) if such requisite approval was obtained at an annual meeting of stockholders of the Company following the Closing Date, as promptly as practicable thereafter, file the Exemption Amendment with the Maryland Department of State. Notwithstanding anything herein to the contrary, neither approval of the Exemption Amendment by the stockholders of the Company nor filing (or effectiveness) of the Exemption Amendment with the Maryland Department of State is a condition to the obligation of any party to effect the Closing. (i) Upon the written request of either Purchaser or the Specified Person at any time following the ninetieth (90th) day after the Closing Date, Purchaser, the Specified Person, and the Company shall cooperate in good faith with the Purchaser or the Specified Person, as applicable, and use their respective reasonable best efforts to permit Purchaser, the Specified Person or their respective Permitted Transferee(s), as applicable (but not any other stockholder of the Company), as promptly as practicable, to exchange all or a portion of such person’s shares of Non-Voting Common Equivalent Stock (including shares of Non-Voting Common Equivalent Stock into which the Warrant may be exercised) for shares of Voting Common Stock and/or Non-Voting Common Stock; provided that any such exchange, and the Company’s obligations to effect such exchange under this Section 3.1(f)(i), shall be subject to (A) receipt of any required permit, authorization, consent, Order or approval from any Governmental Entity in connection with any such exchange and (B) (other than for the Specified Person) receipt of the requisite approval by the Company’s stockholders of the Exemption Amendment; provided, further, that to the extent any approval of the Company’s stockholders is required therefor, (x) Purchaser’s request under this Section 3.1(f)(i) shall have been made no later than thirty (30) business days prior to the anniversary of the date on which the Company first filed its proxy materials for the preceding annual meeting and (y) the Company shall not have any obligation to call a special meeting of its stockholders. It is understood and agreed that this Section 3.1(f)(i) does not expand or modify the convertibility of shares of Non-Voting Common Equivalent Stock, which convertibility is governed exclusively by the Articles Supplementary. (ii) If the Federal Reserve or any other applicable banking regulator provides notice or other communication to the Company that the Non-Voting Common Equivalent Stock will not, or is not reasonably expected to, be treated as common equity tier 1 capital for purposes of Federal Reserve Regulation Q at 12 C.F.R. part 217 or any similar or successor regulation governing the capital adequacy of banking organizations, then, notwithstanding anything to the contrary herein, (A) the Company shall at the Closing (1) sell and issue to Purchaser, and Purchaser shall purchase from the Company, solely shares of Voting Common Stock (rather than Non-Voting Common Equivalent Stock) at the same per share price and on the same terms and conditions as set forth herein and (2) issue to Purchaser the Warrant with the shares thereunder being Voting Common Stock (rather than Non-Voting Common Equivalent Stock) and (B) the parties shall cooperate in good faith to make any amendments, supplements or modifications to this Agreement as may be necessary to reflect such changes and give effect to the intention of the parties pursuant hereto. (iii) If, as a result of, or pursuant to, the provisions of either Section 3.1(f)(i) or Section 3.1(f)(ii), Purchaser will acquire, or be deemed by the Federal Reserve or any other banking regulator having jurisdiction over the Company or Company Bank to be acquiring, ten percent (10%) or more of a class of voting securities of the Company, then, notwithstanding Section 4.7 or anything herein to the contrary, (A) the obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Closing is subject to receipt of any additional approval, consent or non-objection of the Federal Reserve or any other Governmental Entity (whether sought pursuant to the CIBC Act, the California Financial Code or incorporated within a Governmental Entity’s consideration of applications made by the Company) required in connection with the acquisition or control of 10% or more of a class of voting securities of the Company (the “Voting Regulatory Approvals”); (B) each of Purchaser and the Company, shall use (and cause its affiliates, including the Sponsors, to use) its and their reasonable best efforts to obtain the Voting Regulatory Approvals, including by furnishing to the Federal Reserve or other applicable Governmental Entity such information as is usual and customary in connection with such applications by similarly situated investors or issuers, as applicable, but subject to the limitations set forth in Section 4.7; (C) the condition to closing in Section 1.2(b)(i)(3), as it relates to the CIBC Act, shall not apply; (D) the percentage referenced in Purchaser’s representation at Section 2.3(i)(i) shall be twenty four point nine percent (24.9%); and (E) Section 4.7(a)(ii)(B) regarding the CIBC Act shall not apply; provided, however, that this Section 3.1(f)(iii) shall not require Purchaser or the Company shall not allow to take any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates fromaction, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree commit to take or refrain from taking any action action, or suffer accept or agree to exist any conditioncondition or restriction, limitation, restriction or requirement in connection with obtaining the Voting Regulatory Approvals that would result or would be reasonably be expected to be a Materially Burdensome Condition; provided, that in the event that a Materially Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyhas been asserted, the Company will notbe fully released of its obligations under this Section 3.1(f) and any obligation with respect to the Exemption Amendment. (g) Each party shall execute and deliver after the Closing, without such further certificates, agreements, instruments and other documents and take such other actions as the consent other party may reasonably request, in each case, to consummate, implement or evidence the Company Share Issuance, the Exemption Amendment and any exchange contemplated by Section 3.1(f)(i). (h) The covenants in Section 3.1(a)-Section 3.1(d) shall terminate effective upon the consummation of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderClosing.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to obtain the PA Regulatory Approval (if applicable to such Purchaser) and to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities, if required or advisable, customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyin each case, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.13. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to the Investoranother Purchaser. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.13. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Agreement Section 4.13, no Purchaser shall require the Investor or be required to perform any of its Affiliates to the above actions if such performance would constitute or could reasonably result in any restriction or condition that (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Actis materially and unreasonably burdensome, or that would require any such entity to register as a savings and loan holding company, (ii) take would materially reduce the benefits of the transactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or refrain from taking restriction been known to it on the date of this Agreement (any such condition or agree restriction, a “Burdensome Condition”); for the avoidance of doubt, any requirement to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including disclose the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their its investment advisors. So long as the Investor holds any securities advisers in violation of the Companysuch Purchaser’s, Affiliate’s or investment advisor’s confidentiality obligations or organizational fund documents shall be deemed a Burdensome Condition; provided, that such Purchaser shall use commercially reasonable efforts to cooperate with the Company will not, without the consent of the Investor, take in engaging with such applicable Governmental Entity regarding any action, directly potential approaches or indirectly through workarounds that would avoid such Burdensome Condition or mitigate its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderimpact so it is no longer a Burdensome Condition.

Filings; Other Actions. (a) The Investor, on the one hand, Investors and the Company, on the other hand, Company will cooperate and consult with the each other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company Investors promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals approvals, or exemptions from Governmental Entities (andbank regulatory authorities, solely for the transactions contemplated by this Agreement. The parties hereby agree that neither any Investor nor any of its Affiliates shall be required by this Agreement to file any notice to the Federal Reserve pursuant to the CBC Act with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained transactions contemplated by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor Investors and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the CompanyInvestors, all the information (other than confidential personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Investors and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or any such document may redact any confidential information contained thereinother Transaction Document. Notwithstanding anything to the contrary herein, nothing contained in this Agreement Agreement, the Investors shall require not be required to provide any materials to the Investor Company that it deems private or confidential. (b) The Company shall call a meeting of its shareholders, as promptly as practicable after the date hereof, to obtain the Shareholder Approvals, including, without limitation, (i) amending the Certificate of Incorporation to increase the number of authorized shares of Common Stock to 100,000,000, and (ii) approving the issuance of Common Shares and Conversion Shares for purposes of rule 5635 of NASDAQ's listing rules to the Investors and the investors participating in the Other Private Placements. The Board of Directors shall unanimously recommend (other than the abstentions of Txxxxx X. Xxxxxx, Bxxxxxx X. Xxxxx, Sxxxxx X. Xxxxx, Axxx X. Xxxxx, Ixx Xxxxx and Jxxxxxx X. Xxxxx to the extent they are members of the Board of Directors) to the Company's shareholders that such shareholders provide the Shareholder Approvals, and shall not modify or withdraw such recommendation. In connection with such meeting, the Company shall promptly prepare (and the Investors will reasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such shareholder approval, and shall use its reasonable best efforts to respond promptly to any comments of the SEC or its staff and to cause a definitive proxy statement related to such shareholders' meeting to be mailed to the Company's shareholders, as promptly as practicable, after clearance by the SEC. The Company shall notify the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Investors with copies of all correspondence between the Company or any of its Affiliates representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to (i) take such proxy statement. If at any action time prior to such shareholders' meeting there shall occur any event that would result is required to be set forth in the Investor an amendment or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide supplement to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyproxy statement, the Company will notshall, without as promptly as practicable, prepare and mail to its shareholders such an amendment or supplement. The Investors and the consent Company each agree to correct promptly any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, as promptly as practicable, prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with the Investors prior to filing with the SEC or mailing any proxy statement, or any amendment or supplement thereto, and provide the Investors with reasonable opportunity to comment thereon. The directors' recommendation described in this Section 3.1 shall be included in the proxy statement filed in connection with obtaining such shareholder approval. Immediately upon approval by shareholders of the Investoramendments to the Certificate of Incorporation as described above, take the Company shall file a certificate of amendment to duly amend the Certificate of Incorporation to include such amendments. In the event that any actionof the Shareholder Approvals is not obtained at such shareholders' meeting, directly or indirectly through its subsidiaries or otherwise, that the Company shall include a proposal to approve (and the Board of Directors believes in good faith would reasonably be expected shall unanimously recommend (other than the abstentions of Txxxxx X. Xxxxxx, Bxxxxxx X. Xxxxx, Sxxxxx X. Xxxxx, Axxx X. Xxxxx, Ixx Xxxxx and Jxxxxxx X. Xxxxx to cause the Investor to be subject to transfer restrictions or other covenants extent they are members of the FDIC Statement Board of Policy Directors) such Shareholder Approvals at a meeting of its shareholders once in the twelve month period beginning on Qualifications for Failed Bank Acquisitions as in effect at the time of taking Meeting End Date until such action approval is obtained or thereundermade. "Meeting End Date" means (x) if the Second Closing Date has occurred by October 31, 2010, then February 28, 2011, or (y) if the Second Closing Date has not occurred by October 31, 2010, then the date that is four months after the Second Closing Date.

Filings; Other Actions. The Investor(a) Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company Purchaser will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, Purchaser to help the Investor and the Company Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect to for the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained transactions contemplated by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor Purchaser and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of in this Section 3.1(a). To the transactions contemplated hereby. The Investor extent permitted by applicable law, Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each other to the extent permitted by applicable laws Purchaser, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . (b) Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to Purchaser, all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with any other statement, filing, notice or application made by or on behalf of such other party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates Subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. (c) Purchaser has provided the Company with true, correct and complete copies of the Equity Financing Commitment letter (the “Equity Commitment Letter”), dated as of the date hereof, between Purchaser and Carlyle Global Financial Services Partners, L.P. (the “Investor”). As of the date hereof, the Equity Commitment Letter (i) take any action that would result is in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings full force and loan holding companyeffect, (ii) take or refrain from taking or agree is a valid and binding agreement of Purchaser and, to take or refrain from taking any action or suffer to exist any conditionPurchaser’s knowledge, limitation, restriction or requirement that would result in a Burdensome Condition or each of the other parties thereto and (iii) provide has not been amended or modified in any respect. Purchaser shall take all actions reasonably necessary to enforce the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members obligations of the Investor or its Affiliates or their investment advisors. So long as under the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderEquity Commitment Letter.

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, documents and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely and to comply with respect to the Company, the Bankruptcy Court) and third partiesany expiration or termination requirements of any applicable waiting periods, (i1) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it Agreement, and (ii2) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i1) and (ii2) of the first sentence of this Section 3.13.1(a). The Investor and In particular, the Company will each use its commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect to for the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained transactions contemplated by it, not later than five (5) business days following the date of this Agreement, and the . The Investor and the Company shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as reasonably possible, respond including responding fully to all requests for additional information from the Federal Reserve and entering into one or more passivity agreements not more restrictive in any material respect than the OCCPassivity Commitments. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by the Company in connection with the transactions contemplated by the Transaction Documents, including responding fully to all requests for additional information from the Federal Reserve, the FDIC and OFIR. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its or their investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information information, including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorsadvisors (collectively, the “Investor Confidential Information”). (b) Each party agrees, upon request, to furnish the other party with all information (other than Investor Confidential Information) concerning itself, its subsidiaries, Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. So long Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, (1) the Investor shall not be required to provide any materials to the Company that it deems private or confidential and (2) the Investor shall provide information only to the extent typically provided by the Investor to such Governmental Entities under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor holds any securities may reasonably seek. (c) From the date of this Agreement until the CompanyClosing, the Company will shall not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries indirectly, amend, modify or otherwisewaive, that and the Board of Directors believes shall not recommend approval of, any proposal to the Company’s shareholders having the effect of amending, modifying or waiving any provision in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions Articles of Incorporation or other covenants Bylaws of the FDIC Statement Company in any manner adverse to the Investor. (d) The Company shall take all actions necessary to ensure that neither the execution and delivery of Policy on Qualifications for Failed Bank Acquisitions as this Agreement nor the consummation of the transactions contemplated hereby will constitute a “change in effect at control” or “change of control” within the time meaning of taking such action or thereunderany Benefit Plan.

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals approvals, or exemptions from Governmental Entities (andbank regulatory authorities, solely for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the CBC Act with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of transactions contemplated by this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, Agreement and shall cause their respective Affiliates take commercially reasonable actions to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from obtain the non-objection of the Federal Reserve or under the OCCCBC Act, it being understood that failure to obtain such non-objection shall not impose any liability on the Investor. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the CompanyInvestor, all the information (other than confidential personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or any such document may redact any confidential information contained thereinother Transaction Document. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Agreement, the Investor shall not be required to provide any materials to the Company that it deems private or any confidential. (b) The Company shall call a meeting of its Affiliates shareholders, as promptly as practicable after the date hereof, to obtain the Shareholder Approvals, including, without limitation, (i) take any action that would result in amending the Investor or any Certificate of its Affiliates being deemed Incorporation to control increase the Company or number of authorized shares of Common Stock to 100,000,000, and (iii) approving the Bank issuance of Common Shares and Conversion Shares for purposes of the Change in Bank Control Act rule 5635 of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide NASDAQ’s listing rules to the Company any Investor and the investors participating in the Other Private Placements. The Board of itsDirectors shall unanimously recommend (other than the abstentions of Xxxxxx X. Xxxxxx, its Affiliates’Xxxxxxx X. Xxxxx, its investment advisor’s or its or their control persons’ or equity holders’ nonpublicXxxxxx X. Xxxxx, proprietaryXxxx X. Xxxxx, personal or otherwise confidential information including Xxx Xxxxx and Xxxxxxx X. Xxxxx to the identities of limited partners, shareholders or extent they are members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities Board of Directors) to the Company’s shareholders that such shareholders provide the Shareholder Approvals, and shall not modify or withdraw such recommendation. In connection with such meeting, the Company shall promptly prepare (and the Investor will notreasonably cooperate with the Company to prepare) and file with the SEC a preliminary proxy statement, without the consent shall use its reasonable best efforts to solicit proxies for such shareholder approval, and shall use its reasonable best efforts to respond promptly to any comments of the Investor, take any action, directly SEC or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected staff and to cause a definitive proxy statement related to such shareholders’ meeting to be mailed to the Company’s shareholders, as promptly as practicable, after clearance by the SEC. The Company shall notify the Investor to be subject to transfer restrictions or other covenants promptly of the FDIC Statement receipt of Policy on Qualifications for Failed Bank Acquisitions as in effect at any comments from the time SEC or its staff with respect to the proxy statement and of taking such action any request by the SEC or thereunder.its staff for

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, and to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all Governmental Entities (andthird parties and Bank Regulatory Authorities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental EntitiesBank Regulatory Authorities, as applicable, under the Investorsuch Purchaser’s policies consistently applied and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, documents and other documents instruments and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.12. The Investor and the Company Each party will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) Bank Regulatory Authorities in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that a Purchaser shall not be required to disclose to the Company shall not allow or any other investor in the Other Private Placements Person any information that is confidential and proprietary to review any such information relating to the InvestorPurchaser. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.12. The Investor and the Company Each party shall promptly furnish each the other parties, to the extent permitted by applicable laws law, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) Bank Regulatory Authorities in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained thereinTransaction Documents. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.12 or elsewhere in this Agreement to the contrary, a Purchaser shall require the Investor or any of its Affiliates not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities or financial condition of limited partners, shareholders or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. (a) The Investor, on the one hand, Purchaser and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all the Stockholder Approval and any other necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesEntities, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it the Transaction Documents, in each case required of it, and (ii) with respect to the InvestorPurchaser, only to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and 4.7(a). (b) Notwithstanding Section 4.7(a), in no event shall the Company will each use its reasonable best efforts Purchaser be required to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, (1) accept any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from condition of a Governmental Entities (and, solely Entity with respect to any regulatory filing or approval which could jeopardize or potentially have the Company, the Bankruptcy Court) effect of jeopardizing any other investment opportunities (now or third parties, subject, in each case, to clauses (i) and (iihereafter existing) of the first sentence Purchaser or any of this Section 3.1. In furtherance of its Affiliates, (2) cause the foregoing, if required, the Investor and Purchaser to be required to agree to provide capital to the Company shall make all necessary applications, notices, petitions, filings and or any Subsidiary other documents in connection with than the Required Approvals required aggregate Purchase Price to be obtained paid for the Series B Preferred Shares to be purchased by it, not later than five (5) business days following it pursuant to the date terms of this Agreement, or (3) provide information on its investors solely in their capacities as limited partners or other similar passive equity investors, and the Investor Purchaser shall be entitled to request confidential treatment from any Governmental Entity and not disclose to the Company shall use, any information that is confidential and shall cause their respective Affiliates proprietary to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. Purchaser. (c) The Investor and the Company Purchaser will each have the right to review in advance, and to the extent practicable, each practicable the Company will consult with the other, in each case Purchaser with respect to (subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the CompanyPurchaser), all the information (other than confidential information) relating to such other partythe Purchaser, and any of their respective its Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that (i) no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser, (ii) a Purchaser shall not be required to disclose to the InvestorCompany any information that is confidential and proprietary to such Purchaser, and (iii) its identity shall not be disclosed in any filing or public announcement without its prior written consent. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderSection 4.7.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities, if required or advisable, customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.16. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor(a) Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties party hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party as contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of in this Section 3.1. To the transactions contemplated hereby. The Investor extent permitted by Law, Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each other to the extent permitted by applicable laws Purchaser, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in . (b) Unless this Agreement has been terminated pursuant to Section 5.1, the Company shall require the Investor or any of its Affiliates to (i) take any action that would result include in the Investor or any Company’s preliminary, if applicable, and definitive proxy statement on Schedule 14A for its annual meeting of its Affiliates being deemed shareholders to control the Company or the Bank for purposes of the Change be held in Bank Control Act of 19782021 (together, the HOLA or the cross-guaranty liability provisions of the FDI Act“Annual Meeting Proxy”), or that would require any such entity a proposal to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide approve an amendment to the Company any Articles, in the form attached hereto as Exhibit E (the “Charter Amendment”), to create, as a new class of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities common stock of the Company, the Company will not, without Non-Voting Common Stock. The Board of Directors shall unanimously recommend to the consent Company’s shareholders that such shareholders vote in favor of the InvestorShareholder Proposal (the “Company Recommendation”). (c) The Company shall (i) include the Company Recommendation in the Annual Meeting Proxy, (ii) if applicable, use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Annual Meeting Proxy or any amendment thereto, (iii) use reasonable best efforts to cause Annual Meeting Proxy to be mailed to the Company’s shareholders not more than two Business Days after clearance thereof by the SEC, if applicable, and (iv) use reasonable best efforts to solicit proxies in favor of approving the Shareholder Proposal. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the Annual Meeting Proxy or any amendment thereto and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and shall promptly supply Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to the Annual Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Annual Meeting Proxy, the Company shall promptly prepare and mail to its shareholders such an amendment or supplement. (d) In connection with the Annual Meeting Proxy, the Company shall (i) provide Purchaser and its representatives with a reasonable opportunity to review in advance (but in no event shall such review period be less than five Business Days) any drafts of any such preliminary proxy statement, response to any comments of the SEC or its staff, correspondence, amendment, supplement and any such definitive proxy statement and accept any reasonable comments made by Purchaser or any of its representatives with respect to any such preliminary or definitive proxy statement, response, correspondence, amendment or supplement. Purchaser will reasonably cooperate with the Company in connection with the filings to be made by the Company in accordance with Section 3.1(b). Each of Purchaser and the Company agrees promptly to correct any information provided by it or on its behalf for use in the Annual Meeting Proxy if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by Laws. (e) The Company shall not withhold, withdraw, qualify or modify, or propose publicly to withhold, withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendation or take any action, directly or indirectly through its subsidiaries make any public statement, filing or otherwise, that release inconsistent with the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderCompany Recommendation.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied applied, to the extent the Purchaser has such policies, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.16. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause the Placement Agent to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything to the contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Company, the Company will not, without the consent of the Investor, take above actions if such performance would constitute or could reasonably result in any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderBurdensome Condition.

Filings; Other Actions. (a) The Investor, on the one hand, Purchaser and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all the Stockholder Approval and any other necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesEntities, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it the Transaction Documents, in each case required of it, and (ii) with respect to the InvestorPurchaser, only to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and 4.7(a). (b) Notwithstanding Section 4.7(a), in no event shall the Company will each use its reasonable best efforts Purchaser be required to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, (1) accept any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from condition of a Governmental Entities (and, solely Entity with respect to any regulatory filing or approval which could jeopardize or potentially have the Company, the Bankruptcy Court) effect of jeopardizing any other investment opportunities (now or third parties, subject, in each case, to clauses (i) and (iihereafter existing) of the first sentence Purchaser or any of this Section 3.1. In furtherance of its Affiliates, (2) cause the foregoing, if required, the Investor and Purchaser to be required to agree to provide capital to the Company shall make all necessary applications, notices, petitions, filings and or any Subsidiary other documents in connection with than the Required Approvals required aggregate Purchase Price to be obtained paid for the Series C Preferred Shares to be purchased by it, not later than five (5) business days following it pursuant to the date terms of this Agreement, or (3) provide information on its investors solely in their capacities as limited partners or other similar passive equity investors, and the Investor Purchaser shall be entitled to request confidential treatment from any Governmental Entity and not disclose to the Company shall use, any information that is confidential and shall cause their respective Affiliates proprietary to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. Purchaser. (c) The Investor and the Company Purchaser will each have the right to review in advance, and to the extent practicable, each practicable the Company will consult with the other, in each case Purchaser with respect to (subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the CompanyPurchaser), all the information (other than confidential information) relating to such other partythe Purchaser, and any of their respective its Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that (i) no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser, (ii) a Purchaser shall not be required to disclose to the InvestorCompany any information that is confidential and proprietary to such Purchaser, and (iii) with the exception of the Registration Statement contemplated by the Registration Rights Agreements, its identity shall not be disclosed in any filing or public announcement without its prior written consent. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderSection 4.7.

Filings; Other Actions. The InvestorPurchaser (on behalf of itself and its Affiliates, and its and their respective directors, officers, partners, members and shareholders), on the one hand, and the CompanyCompany (on behalf of itself and its Affiliates), on the other hand, will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andAuthorities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or and the Other Private Placementsother Transaction Documents, and to perform the their respective covenants contemplated by in this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekother Transaction Documents. Each of the parties hereto party shall, and shall cause its respective Affiliates, and its and their respective directors, officers, partners, members and shareholders to) execute and deliver deliver, both before and after the Closing Closing, such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. Notwithstanding anything herein to the contrary, subject, in each case, the Purchaser and its Affiliates are not subject to clauses (i) and (ii) of any covenant or agreement under this Agreement to file any application or notice under the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor BHC Act or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents CIBC Act in connection with any of the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreementtransactions as contemplated hereby, and nothing herein shall require the Investor and Purchaser or any of its Affiliates to take any action that would result in the Purchaser or its Affiliates being deemed to control the Company shall usefor the purposes of the BHC Act or the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions), and shall cause their respective or that would require the Purchaser or its Affiliates to use, reasonable best efforts to, Register as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made witha bank holding company, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor would result in the Other Private Placements to review imposition of any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicableBurdensome Condition. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, to the extent requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investor’s such Purchaser's policies consistently applied or practices, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.16. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’', its investment advisor’s advisors' or its or their control persons’ ' or equity holders’ ' nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions' securities and blue sky officials. Notwithstanding anything to the contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in a Burdensome Condition; for the avoidance of doubt, any requirement to disclose the Company will notidentities or financial condition of limited partners, without the consent shareholders, or non-managing members of the Investor, take any action, directly such Purchaser or indirectly through its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesexpiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek, but only to the extent that the Company may comply with such requests under applicable laws, rules and regulations. Each of the parties hereto party shall execute and deliver both before and after the Closing Closings such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Investor and In particular, the Company will each use its commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals approvals, or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect for the transactions contemplated by this Agreement. Notwithstanding anything herein to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if requiredcontrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the Company shall make all necessary applications, notices, petitions, filings and other documents BHC Act in connection with any of the Required Approvals transactions contemplated hereby. To the extent required by the Federal Reserve, the Investor shall enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as Exhibit E. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall usein connection with the transactions contemplated by the Transaction Documents, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond including responding fully to all requests for additional information from the Board of Governors of the Federal Reserve or System (the OCC“Federal Reserve”), the FDIC and the Michigan Department of Insurance and Financial Services (the “MDIF”). The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor, except to the extent that any such information is disclosed or is required to be disclosed under any applicable laws, rules or regulations. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorsadvisors (collectively, the “Investor Confidential Information”). (b) Each party agrees, upon request, to furnish the other party with all information (other than Investor Confidential Information) concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. So long as Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, (1) the Investor holds shall not be required to provide any securities materials to the Company that it deems private or confidential; and (2) the Investor shall provide information only to the extent typically provided by the Investor to such Governmental Entities and subject to such confidentiality requests as such Investor may reasonably seek. (c) From the date of this Agreement until the CompanySecond Closing, the Company will shall not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries indirectly, amend, modify, or otherwisewaive, that and the Board of Directors believes shall not recommend approval of any proposal to the Company’s shareholders having the effect of amending, modifying, or waiving any provision in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions Articles of Incorporation or other covenants bylaws of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as Company in effect at any manner adverse to the time of taking such action or thereunderInvestor.

Filings; Other Actions. The Investor(a) Purchaser, on the one hand, and the Company, on the other hand, will (and will cause their respective affiliates to) cooperate and consult with the other party and use reasonable best efforts to (i) promptly prepare and file (as applicable) all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, ordersapprovals, approvals confirmations (whether in writing or orally) and authorizations of, or exemptions from, of all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) which are necessary or advisable to consummate the transactions contemplated by this Agreement (hereby, including all transactions that are conditions making an appropriate filing of a Notification and Report Form pursuant to Closing hereunder) or the Other Private PlacementsHSR Act with respect to the Conversions, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect respond as promptly as practicable to any request for information from (including supplying any additional information or documentary material that may be requested by) any Governmental Entity relating to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subjectforegoing, in each case, so as to clauses enable the parties hereto to consummate the transactions contemplated by this Agreement, including the Investment, as promptly as reasonably practicable following the entry into this Agreement. Purchaser and the Company shall use their respective commercially reasonable efforts to obtain clearance pursuant to the HSR Act with respect to the Conversions (isuch clearance, “HSR Clearance”), as promptly as reasonably practicable following the entry into this Agreement. (b) and (ii) of To the first sentence of this Section 3.1. The Investor extent permitted by Law, Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance all the information to the extent relating to such other party, and any of its respective affiliates and its and their respective directors, officers, partners and shareholders, which appears in any filing made with, or written materials submitted to, any Governmental Entity (and to the extent practicable, each will consult with the other, in each case subject to applicable laws other party relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential such information) relating and (ii) consult with the other in advance of any substantive meeting or conference with any Governmental Entity that is reasonably likely to such relate to or affect Purchaser or its investment in the Company in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each party agrees to act reasonably and as promptly as reasonably practicable. To the extent permitted by Xxx, each party hereto agrees to keep the other party, party reasonably apprised of the status of matters referred to in this Section 3.1(b). Purchaser and the Company shall promptly correct or supplement any of their respective Affiliates, which appears information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Materials furnished pursuant to this Agreement; provided, however, that Section 3.1(b) may be redacted (1) to remove references concerning the valuation of the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby, including the Investment, or other Confidential Information, (2) as necessary to comply with contractual arrangements and (3) as necessary to address reasonable privilege concerns, and the parties may reasonably designate any competitively sensitive or any confidential business material provided to the other under this Section 3.1(b) as “counsel only” or, as appropriate, as “outside counsel only”. (c) The Company shall as promptly as reasonably practicable, duly call, give notice of, establish a record date for, convene and hold a stockholders’ meeting (whether annual or special) (the “Stockholders’ Meeting”), for the purpose of, among other matters, obtaining the requisite approval (i) of the Company’s stockholders to adopt an amendment to the Company Certificate of Incorporation to (A) increase the number of authorized shares of Common Stock therein to at least 1,700,000,000 and (B) amend Article Fourth, Section C, Clauses 1 and 4 of the Company Certificate of Incorporation in a manner to exempt Purchaser and its affiliates from the application of Article Fourth, Section C, Clauses 1 and 4 of the Company Certificate of Incorporation (each, a “Charter Amendment”), (ii) to the extent required, under the applicable rules of the NYSE (the “Exchange Approval”) for issuances of shares of Common Stock in excess of 19.9% of the total voting power of the Company’s securities immediately preceding the entry into this Agreement ((i) and (ii) collectively, the “Requisite Stockholder Vote”) and (iii) of a 1-for-3 reverse stock split of the Company’s Common Stock. To the extent reasonably practicable, the Company will file the preliminary proxy for any such meeting no later than April 2, 2024. The Investor Company shall promptly respond to any comments received from the SEC on the proxy statement and will use reasonable best effort to have the Stockholders’ Meeting no later than May 17, 2024. The Company shall (A) through its Board of Directors recommend to its stockholders the approval and adoption of the Charter Amendment, the Exchange Approval and the reverse stock split referenced in clause (iii) above (the “Company Recommendations”), (B) include such Company Recommendations in the proxy statement delivered to its stockholders in connection with the Requisite Stockholder Vote and (C) use its reasonable best efforts to obtain the Requisite Stockholder Vote. Neither the Board of Directors nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Stockholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Stockholders’ Meeting, if on the date of the Stockholders’ Meeting the Company has not received proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote. Following the first of either such adjournment or postponement, if requested by Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, Purchaser in connection with obtaining the Requisite Stockholder Vote. After obtaining the Requisite Stockholder Vote, the Company shall as promptly furnish each other to as reasonably practical, file the Charter Amendment with the Delaware Secretary of State, as required by applicable Law, and provide Purchaser a certificate from the Delaware Secretary of State evidencing that the Charter Amendment is in full force and effect within five (5) business days after the date of the Stockholders’ Meeting. (d) To the extent permitted by applicable laws with copies of written communications received by them or their Affiliates fromLaw, or delivered by the parties shall promptly advise each other upon receiving any of the foregoing to, communication from any Governmental Entity (other than public filings with the Bankruptcy Court) in respect whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this AgreementAgreement that causes such party to believe that there is a reasonable likelihood that any such required approval, consent or authorization will not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned. (e) Each party shall execute and deliver after the Closing, such further certificates, agreements, instruments and other documents and take such other actions as the other party may reasonably request, in each case, to consummate, implement or evidence the Investment or the Charter Amendment. (i) Following the Closing, and after the HSR Clearance, upon the written request delivered by Purchaser to the Company or by the Company to Purchaser, Purchaser and the Company shall cooperate in good faith with each other and use their respective reasonable best efforts to provide for Purchaser, as promptly as practicable, to exchange all or a portion of Purchaser’s shares of Series B Preferred Stock for (A) in the event that the Requisite Stockholder Vote has been obtained, shares of Common Stock or (B) in the event that the Requisite Stockholder Vote has not been obtained, shares of Series C Preferred Stock; provided that the party delivering any such document may redact exchange, and the Company’s obligations to effect such exchange under this Section 3.1(f)(i) shall be subject to receipt of any confidential information contained thereinrequired permit, authorization, consent, Order or approval from any Governmental Entity in connection with any such exchange. Notwithstanding anything The Purchaser agrees that it shall not convert or exchange, as applicable, any shares of Series B Preferred Stock or Series C Preferred Stock into any shares of Common Stock prior to the contrary hereinreceipt of the Requisite Stockholder Vote. (ii) Notwithstanding the foregoing, nothing contained in this Agreement shall require if, as a result of, or pursuant to, the Investor provisions of Section 3.1(f)(i), Purchaser will acquire, or be deemed by the Federal Reserve or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control other banking regulator having jurisdiction over the Company or Company Bank to be acquiring, ten percent (10%) or more of a class of voting securities of the Bank for purposes Company, then, notwithstanding Section 4.3 or anything herein to the contrary, each of Purchaser and the Company, shall use (and cause its affiliates to use) its and their reasonable best efforts to obtain any additional approval, consent or non-objection of the Federal Reserve or any other Governmental Entity (including pursuant to the Change in Bank Control Act of 1978) required in connection with the acquisition or control of 10% or more of a class of voting securities of the Company (the “Voting Regulatory Approvals”), including by furnishing to the HOLA Federal Reserve or other applicable Governmental Entity such information as is usual and customary in connection with such applications by similarly situated investors or issuers, as applicable, but subject to the limitations set forth in Section 4.3; provided, however, that this Section 3.1(f)(ii) shall not require Purchaser or the cross-guaranty liability provisions of the FDI ActCompany to take any action, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree commit to take or refrain from taking any action action, or suffer accept or agree to exist any conditioncondition or restriction, limitation, restriction or requirement in connection with obtaining the Voting Regulatory Approvals that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would be reasonably be expected to cause be a Materially Burdensome Condition. (g) The Company and Purchaser shall use reasonable best efforts to agree upon the Investor Permanent Warrant, which shall contain the terms and conditions described on Exhibit C and other customary terms and conditions as may be reasonably required to be subject give full effect to transfer restrictions or other covenants such terms and conditions prior to the Closing. (h) If the Requisite Stockholder Vote is not obtained by the date that is the one hundred and eightieth (180th) day after the Closing Date, the Company shall promptly thereafter issue to Purchaser warrants on the terms described on Exhibit E and, in such circumstance, the Company and Purchaser shall use reasonable best efforts to, as promptly as reasonably practicable, agree upon a form of warrant on the FDIC Statement of Policy terms described on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.Exhibit E.

Filings; Other Actions. The Investor(a) Purchaser, on the one hand, and the Company, on the other hand, will (and will cause their respective affiliates to) cooperate and consult with the other party and use reasonable best efforts to (i) promptly prepare and file (as applicable) all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, ordersapprovals, approvals confirmations (whether in writing or orally) and authorizations of, or exemptions from, of all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) which are necessary or advisable to consummate the transactions contemplated by this Agreement (hereby, including all transactions that are conditions making an appropriate filing of a Notification and Report Form pursuant to Closing hereunder) or the Other Private PlacementsHSR Act with respect to the Conversions, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect respond as promptly as practicable to any request for information from (including supplying any additional information or documentary material that may be requested by) any Governmental Entity relating to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subjectforegoing, in each case, so as to clauses enable the parties hereto to consummate the transactions contemplated by this Agreement, including the Investment, as promptly as reasonably practicable following the entry into this Agreement. Purchaser and the Company shall use their respective commercially reasonable efforts to obtain clearance pursuant to the HSR Act with respect to the Conversions (isuch clearance, “HSR Clearance”), as promptly as reasonably practicable following the entry into this Agreement. (b) and (ii) of To the first sentence of this Section 3.1. The Investor extent permitted by Law, Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance all the information to the extent relating to such other party, and any of its respective affiliates and its and their respective directors, officers, partners and shareholders, which appears in any filing made with, or written materials submitted to, any Governmental Entity (and to the extent practicable, each will consult with the other, in each case subject to applicable laws other party relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential such information) relating and (ii) consult with the other in advance of any substantive meeting or conference with any Governmental Entity that is reasonably likely to such relate to or affect Purchaser or its investment in the Company in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each party agrees to act reasonably and as promptly as reasonably practicable. To the extent permitted by Xxx, each party hereto agrees to keep the other party, party reasonably apprised of the status of matters referred to in this Section 3.1(b). Purchaser and the Company shall promptly correct or supplement any of their respective Affiliates, which appears information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Materials furnished pursuant to this Agreement; provided, however, that Section 3.1(b) may be redacted (1) to remove references concerning the valuation of the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby, including the Investment, or other confidential information, (2) as necessary to comply with contractual arrangements and (3) as necessary to address reasonable privilege concerns, and the parties may reasonably designate any competitively sensitive or any confidential business material provided to the other under this Section 3.1(b) as “counsel only” or, as appropriate, as “outside counsel only”. (c) The Company shall as promptly as reasonably practicable, duly call, give notice of, establish a record date for, convene and hold a stockholders’ meeting (whether annual or special) (the “Stockholders’ Meeting”), for the purpose of, among other matters, obtaining the requisite approval (i) of the Company’s stockholders to adopt an amendment to the Company Certificate of Incorporation to (A) increase the number of authorized shares of Common Stock therein to at least 1,700,000,000 and (B) amend Article Fourth, Section C, Clauses 1 and 4 of the Company Certificate of Incorporation in a manner to exempt Purchaser and its affiliates from the application of Article Fourth, Section C, Clauses 1 and 4 of the Company Certificate of Incorporation (each, a “Charter Amendment”), (ii) to the extent required, under the applicable rules of the NYSE (the “Exchange Approval”) for issuances of shares of Common Stock in excess of 19.9% of the total voting power of the Company’s securities immediately preceding the entry into this Agreement ((i) and (ii) collectively, the “Requisite Stockholder Vote”) and (iii) of a 1-for-3 reverse stock split of the Company’s Common Stock. To the extent reasonably practicable, the Company will file the preliminary proxy for any such meeting no later than April 2, 2024. The Investor Company shall promptly respond to any comments received from the SEC on the proxy statement and will use reasonable best effort to have the Stockholders’ Meeting no later than May 17, 2024. The Company shall (A) through its Board of Directors recommend to its stockholders the approval and adoption of the Charter Amendment, and the Exchange Approval and the reverse stock split referenced in clause (iii) above (the “Company Recommendations”), (B) include such Company Recommendations in the proxy statement delivered to its stockholders in connection with the Requisite Stockholder Vote and (C) use its reasonable best efforts to obtain the Requisite Stockholder Vote. Neither the Board of Directors nor any committee thereof shall withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Purchaser, the Company Recommendations or take any action, or make any public statement, filing or release inconsistent with the Company Recommendations. The Company shall adjourn or postpone the Stockholders’ Meeting, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. The Company shall also adjourn or postpone the Stockholders’ Meeting, if on the date of the Stockholders’ Meeting the Company has not received proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote and, following such adjournment or postponement, the Company shall solicit proxies representing a sufficient number of shares of Common Stock necessary to obtain the Requisite Stockholder Vote. Following the first of either such adjournment or postponement, if requested by Purchaser, the Company shall retain a proxy solicitor reasonably acceptable to, and on terms reasonably acceptable to, Purchaser in connection with obtaining the Requisite Stockholder Vote. After obtaining the Requisite Stockholder Vote, the Company shall as promptly furnish each other to as reasonably practical, file the Charter Amendment with the Delaware Secretary of State, as required by applicable Law, and provide Purchaser a certificate from the Delaware Secretary of State evidencing that the Charter Amendment is in full force and effect within five (5) business days after the date of the Stockholders’ Meeting. (d) To the extent permitted by applicable laws with copies of written communications received by them or their Affiliates fromLaw, or delivered by the parties shall promptly advise each other upon receiving any of the foregoing to, communication from any Governmental Entity (other than public filings with the Bankruptcy Court) in respect whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this AgreementAgreement that causes such party to believe that there is a reasonable likelihood that any such required approval, consent or authorization will not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned. (e) Each party shall execute and deliver after the Closing, such further certificates, agreements, instruments and other documents and take such other actions as the other party may reasonably request, in each case, to consummate, implement or evidence the Investment or the Charter Amendment. (i) Following the Closing, and after the HSR Clearance, upon the written request delivered by Purchaser to the Company or by the Company to Purchaser, Purchaser and the Company shall cooperate in good faith with each other and use their respective reasonable best efforts to provide for Purchaser, as promptly as practicable, to exchange all or a portion of Purchaser’s shares of Series B Preferred Stock for (A) in the event that the Requisite Stockholder Vote has been obtained, shares of Common Stock or (B) in the event that the Requisite Stockholder Vote has not been obtained, shares of Series C Preferred Stock; provided that the party delivering any such document may redact exchange, and the Company’s obligations to effect such exchange under this Section 3.1(f)(i) shall be subject to receipt of any confidential information contained thereinrequired permit, authorization, consent, Order or approval from any Governmental Entity in connection with any such exchange. Notwithstanding anything The Purchaser agrees that it shall not convert or exchange, as applicable, any shares of Series B Preferred Stock or Series C Preferred Stock into any shares of Common Stock prior to the contrary hereinreceipt of the Requisite Stockholder Vote. (ii) Notwithstanding the foregoing, nothing contained in this Agreement shall require if, as a result of, or pursuant to, the Investor provisions of Section 3.1(f)(i), Purchaser will acquire, or be deemed by the Federal Reserve or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control other banking regulator having jurisdiction over the Company or Company Bank to be acquiring, ten percent (10%) or more of a class of voting securities of the Bank for purposes Company, then, notwithstanding Section 4.3 or anything herein to the contrary, each of Purchaser and the Company, shall use (and cause its affiliates to use) its and their reasonable best efforts to obtain any additional approval, consent or non-objection of the Federal Reserve or any other Governmental Entity (including pursuant to the Change in Bank Control Act of 1978) required in connection with the acquisition or control of 10% or more of a class of voting securities of the Company (the “Voting Regulatory Approvals”), including by furnishing to the HOLA Federal Reserve or other applicable Governmental Entity such information as is usual and customary in connection with such applications by similarly situated investors or issuers, as applicable, but subject to the limitations set forth in Section 4.3; provided, however, that this Section 3.1(f)(ii) shall not require Purchaser or the cross-guaranty liability provisions of the FDI ActCompany to take any action, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree commit to take or refrain from taking any action action, or suffer accept or agree to exist any conditioncondition or restriction, limitation, restriction or requirement in connection with obtaining the Voting Regulatory Approvals that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would be reasonably be expected to cause be a Materially Burdensome Condition. (g) The Company and Purchaser shall use reasonable best efforts to agree upon the Investor Permanent Warrant, which shall contain the terms and conditions described on Exhibit C and other customary terms and conditions as may be reasonably required to be subject give full effect to transfer restrictions or other covenants such terms and conditions prior to the Closing. (h) If the Requisite Stockholder Vote is not obtained by the date that is the one hundred and eightieth (180th) day after the Closing Date, the Company shall promptly thereafter issue to Purchaser warrants on the terms described on Exhibit E and, in such circumstance, the Company and Purchaser shall use reasonable best efforts to, as promptly as reasonably practicable, agree upon a form of warrant on the FDIC Statement of Policy terms described on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.Exhibit E.

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesexpiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents document, including any changes, revisions or amendment to this Agreement, and take such other actions as the other parties party and any applicable Governmental Entity may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clause (iii) of Section 1.2(b)(3) and clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). Notwithstanding anything herein to the contrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) or the Change of Bank Control Act of 1978, as amended (the “CBCA”), in connection with any of the transactions contemplated hereby. The Investor Investor, with respect to itself only, on the one hand, and the Company Company, on the other hand, will each cooperate and consult with the other and use its their commercially reasonable best efforts to promptly obtain or submitprovide all necessary and customary information and data, to prepare and file all necessary and customary documentation, and to provide evidence of non-control of the Company and the Investor will cooperate as may reasonably be requested by the Investor or the CompanyBank, as the case may be, to help the Investor including executing and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, delivering to the extent required by lawsapplicable Governmental Authorities passivity commitments, rulesdisassociation commitments and commitments not to act in concert, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, Company or the Bankruptcy CourtBank (the “Commitments”) in a form not more restrictive in any material respect than in the form attached hereto as Exhibit E or third parties, subjectin the form customary for transactions similar to those contemplated by this Agreement, in each case, necessary or advisable to clauses (i) consummate the transactions contemplated by this Agreement, and (ii) of the first sentence of this Section 3.1to perform their respective covenants herein. In furtherance of the foregoing, if required, the Investor and the The Company shall make use, and cause its Affiliates to use, commercially reasonable efforts to obtain all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals approvals required to be obtained by itthe Company, not later than five (5) business days following if any, in connection with the date of this Agreementtransactions contemplated by the Transaction Documents, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond including responding fully to all requests for additional information from the Federal Reserve or Reserve, the OCCFDIC and Ohio Division. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorsadvisors (collectively, the “Investor Confidential Information”). (b) Each party agrees, upon request, to furnish the other party with all information (other than Investor Confidential Information) concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. So long as Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, (A) the Investor holds shall not be required to provide any securities materials to the Company that it deems private or confidential and (B) the Investor shall provide information only to the extent typically provided by the Investor to such Governmental Entities under the Investor’s policies consistently applied and subject to such confidentiality requests as such Investor may reasonably seek. (c) From the date of this Agreement until the CompanyClosing, the Company will shall not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries indirectly, amend, modify, or otherwisewaive, that and the Board of Directors believes shall not recommend approval of any proposal to the Company’s shareholders having the effect of amending, modifying, or waiving any provision in good faith would the Articles of Incorporation or Code of Regulations of the Company in any manner adverse to the Investor, except as contemplated by this Agreement. (d) The Company shall take all actions necessary to ensure that none of the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the consummation of the transactions contemplated as part of the Other Private Placements will constitute a “change in control” or “change of control” within the meaning of any Benefit Plan. (e) The Company shall call a meeting of its shareholders, as promptly as practicable following the Closing, to vote on the following proposals (the “Shareholder Proposals”) and any other matters the Company’s Board of Directors deems appropriate: (i) to approve the issuance of Common Stock upon the conversion of Series A Preferred Stock into Common Stock, and (ii) to approve the issuance of Common Stock to the Other Investors who are also Insiders as required by NASDAQ Listing Rule 5635(c). The Board of Directors shall unanimously recommend to the Company’s shareholders that such shareholders vote in favor of the Shareholder Proposals. In connection with such meeting, the Company shall promptly prepare (and Investor will reasonably cooperate with the Company to prepare) and file (but in no event more than twenty business days after the Closing Date or, if audited financial statements for the year ended December 31, 2012 are required to be expected included in the preliminary proxy statement filing pursuant to Rule 3-12 of Regulation S-X of the SEC, two business days after such audited financial statements are first available) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Investor a definitive proxy statement related to such shareholders’ meeting to be subject mailed to transfer restrictions the Company’s shareholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such shareholder approval. If at any time prior to such shareholders’ meeting there shall occur any event that is required to be set forth in an amendment or other covenants supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its shareholders such an amendment or supplement. Each of Investor and the Company agrees promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as promptly as practicable prepare and mail to its shareholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The recommendation made by the Board of Directors described in this Section 3.1(e) shall be included in the proxy statement filed in connection with obtaining such shareholder approval. In the event that the approval of the FDIC Statement Shareholder Proposals is not obtained at such shareholders meeting, the Company shall include (and the Board of Policy Directors shall unanimously recommend approval of) a proposal at a meeting of its shareholders to approve the issuance of Common Stock upon the conversion of Series A Preferred Stock into Common Stock no less than once in each subsequent twelve-month period beginning on Qualifications for Failed Bank Acquisitions as in effect at the time date of taking such action shareholders meeting until such approval is obtained or thereundermade.

Filings; Other Actions. (a) The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file as promptly as practicable all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), subject to the following sentence. Notwithstanding the foregoing, in no event shall the Investor be required to accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing (i) the ability of the Bank to accept brokered deposits or (ii) any other investment opportunities (now or hereafter existing) of the Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. Except as otherwise provided by Law, the Company and the Bank will allow the Investor and the Investor will allow the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right Bank to review in advance, and to the extent practicablecomment on, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow parties may redact any other investor in the Other Private Placements to review confidential information contained therein, including, without limitation, any such biographical and financial information relating to the members of the Investor. In exercising the foregoing rightExcept as otherwise provided by Law, including without limitation, 12 C.F.R. Section 510.5, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion of in this Section 3.4. Except as otherwise provided by Law, including without limitation, 12 C.F.R. Section 510.5, the transactions contemplated hereby. The Investor and the Company parties hereto shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their Affiliates any Affiliate from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document parties may redact any confidential information contained therein. Notwithstanding anything , including, without limitation, any biographical and financial information relating to the contrary herein, nothing contained in this Agreement members of the Investor. (b) The Company shall require the Investor or any call a meeting of its Affiliates shareholders, to be held as promptly as practical after the date of this Agreement, and in no event later than April 29, 2011 (the “Company Shareholders Meeting”), to vote on (i) take any action that would result in a proposal to amend the Investor Articles of Incorporation to effectuate a 1-for-5 reverse stock split of shares of the Common Stock, if such approval is required by the NASDAQ Marketplace Rules or any of its Affiliates being deemed to control as the Company or otherwise deems necessary (the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, “Reverse Stock Split”); (ii) take or refrain from taking or agree a proposal to take or refrain from taking any action or suffer approve the issuance of Common Shares and the Investor Warrant (including the Common Shares to exist any conditionbe issued upon exercise of the Investor Warrant) to the Investor pursuant to the terms and conditions of this Agreement as required pursuant to NASDAQ Marketplace Rules 5635(b), limitation, restriction or requirement that would result in a Burdensome Condition or 5635(c) and 5635(d); and (iii) provide a proposal to approve an omnibus incentive compensation plan pursuant to which the Company may issue certain incentive awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, to the Company any of itsdirectors, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members officers and employees of the Investor or its Affiliates or their investment advisors. So long as Company and the Investor holds any securities Bank not to exceed ten percent (10%) of the Company’s Common Stock outstanding immediately following consummation of the Second Closing, as required by NASDAQ Marketplace Rule 5635(c) (the shareholder proposals described in clauses (i) and (ii), the Company will not“Investment-Based Shareholder Proposals,” and, without together with the shareholder proposal described in clause (iii), the “Shareholder Proposals”). Without the prior consent of the Investor, take the Company shall not adjourn or postpone the Company Shareholders Meeting if there are sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting. The Company’s obligation to call, give notice of and hold the Company Shareholders Meeting in accordance with this Section 3.4(b) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any actionCompeting Transaction, directly or indirectly through its subsidiaries by any withdrawal or otherwisemodification of the Board Recommendation. (c) Except as otherwise provided in Section 3.2(f), that the Board of Directors believes shall unanimously recommend to the Company’s shareholders that such shareholders approve the Shareholder Proposals and shall take all other actions necessary to adopt such Shareholder Proposals if approved by the shareholders of the Company. In connection with the Company Shareholders Meeting, the Company, at the earliest practicable time following the date hereof, shall prepare (and the Investor shall reasonably cooperate with the Company to prepare) and file with the SEC a preliminary Proxy Statement, shall use its reasonable best efforts to solicit proxies for such shareholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive Proxy Statement related to the Company Shareholders Meeting to be mailed to the Company’s shareholders at the earliest practical time after clearance thereof by the SEC. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement and of any request by the SEC or its staff for amendments or supplements to such Proxy Statement or for additional information and shall supply the Investor with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such Proxy Statement. The Company shall consult with the Investor prior to mailing any Proxy Statement and provide the Investor with a reasonable opportunity to comment thereon. The Company shall work with the Investor in good faith would reasonably be expected to cause consider Investor’s comments to the Proxy Statement as the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.shall reasonably

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and to obtain all shall take such other necessary and customary permitsactions as the other party may reasonably request to effect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 #4776785.2 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as advisors (collectively, the Investor holds any securities of “Purchaser Confidential Information”). (b) The Purchaser, on the one hand, agrees to furnish to the Company, and the Company, on the other hand, agrees to furnish to the Purchaser, subject to all applicable laws relating to the exchange of information, all information (other than Purchaser Confidential Information) concerning itself, its Affiliates, directors, officers and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of such party’s subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. Notwithstanding anything in this Section 4.1 or elsewhere in this Agreement to the contrary, (A) the Purchaser shall not be required to provide any materials to the Company will not, without that it deems private or confidential and (B) the consent of Purchaser shall provide information only to the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that extent typically provided by the Board of Directors believes in good faith would reasonably be expected Purchaser to cause the Investor to be such Governmental Entities and subject to transfer restrictions or other covenants of such confidentiality requests as the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderPurchaser may reasonably seek.

Filings; Other Actions. The Investor(a) From the Execution Date until the Closing, each of the Purchasers, severally and not jointly, on the one hand, and the CompanyParent, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permitsPermits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third partiesrequired, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or and the Other Private Placements, other Transaction Documents. Parent and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each each of the parties hereto Purchasers, severally and not jointly, shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses . (ib) and (ii) Each of the first sentence of this Section 3.1. The Investor Purchasers, severally and the Company will each use its reasonable best efforts to promptly obtain or submitnot jointly, and the Company and the Investor Parent will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Law relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this ‎Section 3.1. Each of the transactions contemplated hereby. The Investor Purchasers, severally and the Company not jointly, shall promptly furnish Parent, and Parent shall promptly furnish each other of the Purchasers, to the extent permitted by applicable laws Law, with copies of written communications received by them it or their Affiliates any of the Parent Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The (a) Subject to Section 3.1(e), the Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each Subject to Section 3.1(e), each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Subject to Section 3.1(e), the Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. 3.1(a). (b) In furtherance of the foregoing, if requiredsubject to Section 3.1(e), the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5promptly following notice that any such materials are required to be submitted. In connection with the submission of any materials prepared and submitted pursuant to Section 3.1(a) business days following the date of and this AgreementSection 3.1(b), and subject to Section 3.1(e), the Investor and the Company shall use, and shall cause their respective Affiliates to use, use reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or any other regulatory authorities. The Company has made filings with the OCCFederal Reserve in connection with the Required Approvals required to be obtained by it and shall use, and shall cause its Affiliates to use reasonable efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or any other regulatory authorities. (c) Notwithstanding anything contained herein to the contrary, and subject to Section 3.1(e), not later than five (5) business days after the date hereof, the Investor shall make all appropriate filings necessary or advisable to consummate the Investment, including the preparation of an application or any amendment thereto or any other required statements or documents filed or to be filed by the Investor with: (i) the Federal Reserve pursuant to the CIBCA, and (ii) any other person or regulatory authority pursuant to any applicable legal requirement, for authority to consummate the Investment. The Investor shall pursue in good faith the regulatory approvals necessary to consummate the Investment. In advance of any filing made under this Section 3.1(c), the Company and its counsel shall be provided with the opportunity to comment upon all non-confidential portions thereof, and the Company agrees promptly to advise the Investor and its counsel of, and share with them, any material communication received by the Company or its counsel from any regulatory authorities with respect to the non-confidential portions of such filings. (d) The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. . (e) Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control BHC Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would otherwise require any such entity to register as a savings and loan bank holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would could, in the Investor’s commercially reasonable judgment, result in a Burdensome Condition Condition, or (iii) provide to the Company or any Governmental Entity any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorsadvisors (except that the Investor shall provide to the Company or any Governmental Entity the information of the Investor or its Affiliates that has previously been disclosed by the Investor or its Affiliates in connection with other bank holding company investments). So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.16. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Company, the Company will not, without the consent of the Investor, take above actions if such performance would constitute or could reasonably result in any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderBurdensome Condition.

Filings; Other Actions. The Investor, on (a) Each of the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement Agreement, it being agreed that the Investor shall make or file any such applications, notices, petitions or filings required to be performed made by it with Governmental Entities in connection with the transactions contemplated by this Agreement as promptly as practicable, and (ii) in any event not later than the date that is 15 calendar days, after the date of this Agreement. In furtherance and not in limitation of the foregoing, the Investor will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.2(c)(2)(v), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement as a condition precedent to providing such written confirmation, each of the Investor and the Company will cooperate and consult with the other and use reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall materially and adversely affect the economic, accounting or governance aspects of the transactions contemplated by this Agreement with respect to either party or require the Investor, to approval of the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the InvestorCompany’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekshareholders. Each of the parties hereto party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submitobtain, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, and use its reasonable best efforts to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect to for the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) transactions contemplated by this Agreement. Each of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such the other party, and any of their respective Affiliatessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . (b) Each party agrees, upon request, to furnish the other party delivering with all information concerning itself, its subsidiaries, Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in connection any statement, filing, notice or application made by or on behalf of such document may redact other party or any confidential information contained therein. of its subsidiaries to any Governmental Entity in connection with the Second Closing and the other transactions contemplated by this Agreement. (c) Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require Agreement, (A) neither the Investor or any of nor its Affiliates shall be obligated to (i) take or proffer to take any action that would prevent, limit or impede the operation of Section 4.4 of this Agreement, and (B) none of the Investor, the Company or their respective Affiliates shall be obligated to provide any information or documents that the Investor determines should not be provided because of its proprietary or sensitive nature, or the production of which would violate an obligation to a third party or result in the waiver of any attorney-client privilege. (d) From the date of this Agreement, until the earlier of the date of termination of this Agreement and the Second Closing, the Company shall not, directly or indirectly, amend, modify, or waive, and the Board of Directors shall not recommend approval of any proposal to the shareholders having the effect of amending, modifying or waiving any provision in the Articles of Incorporation in any manner adverse to the Investor or any other holder of its Affiliates being deemed Common Shares issued pursuant to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderthis Agreement.

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesexpiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek, but only to the extent that the Company may comply with such requests under applicable laws, rules and regulations. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Investor and In particular, the Company will each use its commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals approvals, or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect for the transactions contemplated by this Agreement. Notwithstanding anything herein to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if requiredcontrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the Company shall make all necessary applications, notices, petitions, filings and other documents BHC Act in connection with any of the Required Approvals transactions contemplated hereby. To the extent required by the Federal Reserve, the Investor shall enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as Exhibit E. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall usein connection with the transactions contemplated by the Transaction Documents, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond including responding fully to all requests for additional information from the Board of Governors of the Federal Reserve or System (the OCC“Federal Reserve”), the FDIC and the Michigan Department of Insurance and Financial Services (the “MDIF”). The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor, except to the extent that any such information is disclosed or is required to be disclosed under any applicable laws, rules or regulations. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorsadvisors (collectively, the “Investor Confidential Information”). (b) Each party agrees, upon request, to furnish the other party with all information (other than Investor Confidential Information) concerning itself, its subsidiaries, Affiliates, directors, officers, partners, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. So long as Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, (1) the Investor holds shall not be required to provide any securities materials to the Company that it deems private or confidential; and (2) the Investor shall provide information only to the extent typically provided by the Investor to such Governmental Entities and subject to such confidentiality requests as such Investor may reasonably seek. (c) From the date of this Agreement until the CompanySecond Closing, the Company will shall not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries indirectly, amend, modify, or otherwisewaive, that and the Board of Directors believes shall not recommend approval of any proposal to the Company’s shareholders having the effect of amending, modifying, or waiving any provision in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions Articles of Incorporation or other covenants bylaws of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as Company in effect at any manner adverse to the time of taking such action or thereunderInvestor.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.16. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor(a) Each Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement Agreement, to be performed by it and (ii) with respect satisfy all of the conditions precedent to the Investorobligations of such party thereto and defend any claim, to action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each performance of the obligations hereunder; provided, that nothing in this Agreement shall obligate such Purchaser to disclose the identities of limited partners, shareholders or members of such Purchaser or its Affiliates or investment advisors or other confidential proprietary information of such Purchaser or any of its Affiliates (collectively, “Proprietary Information”). All parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Each Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential informationProprietary Information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party All parties hereto agrees agree to keep the other party parties apprised of the status of matters relating referred to completion of in this Section 3.1(a). Each Purchaser shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other Purchaser, to the extent permitted by applicable laws Law, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided Agreement that the party delivering any such document may redact any are not confidential information contained thereinand/or subject to regulatory restrictions on disclosure. Notwithstanding anything the foregoing, in no event shall any Purchaser be required to become a bank holding company, accept any Burdensome Condition in connection with the transactions contemplated by this Agreement, or be required to agree to provide capital to the contrary hereinCompany or any Company Subsidiary thereof other than the Purchase Price to be paid for the Notes to be purchased by it pursuant to the terms of, nothing contained subject to the conditions set forth in, this Agreement. (b) Each Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to such Purchaser, in this Agreement shall require each case to the Investor extent legally permissible and not in contravention of any applicable Law, regulatory restriction on disclosure, confidentiality obligation, or contractual obligation, all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of such other parties or any of its Affiliates Subsidiaries to (i) take any action Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement; provided, that would result in the Investor or any of its Affiliates being deemed Company and each such Purchaser shall only be required to control provide information only to the extent typically provided by the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA such Purchaser to such Governmental Entities under such Company’s policies or the cross-guaranty liability provisions of the FDI Act, or that would require any Purchaser’s policies consistently applied and subject to such entity to register confidentiality requests as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would such Purchaser shall reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderseek.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.15. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto agrees Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agree to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.15. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.15 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.15, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor(a) Each Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement Agreement, to be performed by it and (ii) with respect satisfy all of the conditions precedent to the Investorobligations of such party thereto and defend any claim, to action, suit, investigation or proceeding, whether judicial or administrative, challenging this Agreement or the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each performance of the obligations hereunder; provided, that nothing in this Agreement shall obligate such Purchaser to disclose the identities of limited partners, shareholders or members of such Purchaser or its Affiliates or investment advisors or other confidential proprietary information of such Purchaser or any of its Affiliates (collectively, “Proprietary Information”). All parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Each Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential informationProprietary Information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party All parties hereto agrees agree to keep the other party parties apprised of the status of matters relating referred to completion of in this Section 3.1(a). Each Purchaser shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other Purchaser, to the extent permitted by applicable laws Law, with copies of the non-confidential portion of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything the foregoing, in no event shall any Purchaser be required to become a bank holding company, accept any Burdensome Condition in connection with the transactions contemplated by this Agreement, or be required to agree to provide capital to the contrary hereinCompany or any Company Subsidiary thereof other than the Purchase Price to be paid for the Notes to be purchased by it pursuant to the terms of, nothing contained subject to the conditions set forth in, this Agreement. (b) Each Purchaser, on the one hand, agrees to furnish the Company, and the Company, on the other hand, agrees, upon request, to furnish to such Purchaser, in this Agreement shall require each case to the Investor extent legally permissible and not in contravention of any Law or contractual obligation, all information concerning itself, its Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary in connection with the non-confidential portion of any statement, filing, notice or application made by or on behalf of such parties or any of its Affiliates Subsidiaries to (i) take any action Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement; provided, that would result in the Investor or any of its Affiliates being deemed such Purchaser shall only be required to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide information only to the Company any of its, its Affiliates’, its investment advisorextent typically provided by such Purchaser to such Governmental Entities under such Purchaser’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be policies consistently applied and subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions such confidentiality requests as in effect at the time of taking such action or thereunderPurchaser shall reasonably seek.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied applied, to the extent the Purchaser has such policies, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.16. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause the Placement Agent to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything to the contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and shall take such other actions as the other party may reasonably request to obtain all necessary and customary permitseffect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to #4770665.4 control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as advisors (collectively, the Investor holds any securities of “Purchaser Confidential Information”). (b) The Purchaser, on the one hand, agrees to furnish to the Company, and the Company, on the other hand, agrees to furnish to the Purchaser, subject to all applicable laws relating to the exchange of information, all information (other than Purchaser Confidential Information) concerning itself, its Affiliates, directors, officers and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of such party’s subsidiaries to any Governmental Entity in connection with the Closing and the other transactions contemplated by this Agreement. Notwithstanding anything in this Section 4.1 or elsewhere in this Agreement to the contrary, (A) the Purchaser shall not be required to provide any materials to the Company will not, without that it deems private or confidential and (B) the consent of Purchaser shall provide information only to the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that extent typically provided by the Board of Directors believes in good faith would reasonably be expected Purchaser to cause the Investor to be such Governmental Entities and subject to transfer restrictions or other covenants of such confidentiality requests as the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderPurchaser may reasonably seek.

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, documentation to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesexpiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek, but only to the extent that the Company may comply with such requests under applicable laws, rules and regulations. Each of the parties hereto party shall execute and deliver both before and after the Closing Closings such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Investor and In particular, the Company will each use its commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely for the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the BHC Act in connection with any of the transactions contemplated hereby, except with respect to the Company, terms set forth in Section 1.2(b)(vii). To the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of extent required by the first sentence of this Section 3.1. In furtherance of the foregoing, if requiredFederal Reserve, the Investor and shall enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as Exhibit E. The Company shall make use, and cause its Affiliates to use, commercially reasonable efforts to obtain all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall usein connection with the transactions contemplated by the Transaction Documents, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond including responding fully to all requests for additional information from the Federal Reserve or Reserve, the OCCFDIC and the WVDFI. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisorsadvisors (collectively, the “Investor Confidential Information”). (b) Each party agrees, upon request, to furnish the other party with all information (other than Investor Confidential Information) concerning itself, its subsidiaries, Affiliates, directors, officers, partners and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with this Agreement. So long as Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, (1) the Investor holds shall not be required to provide any securities materials to the Company that it deems private or confidential; and (2) the Investor shall provide information only to the extent typically provided by the Investor to such Governmental Entities and subject to such confidentiality requests as such Investor may reasonably seek. (c) From the date of this Agreement until the CompanySecond Closing, the Company will shall not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries indirectly, amend, modify or otherwisewaive, that and the Board of Directors believes shall not recommend approval of any proposal to the Company’s shareholders having the effect of amending, modifying or waiving any provision in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions Articles of Incorporation or other covenants bylaws of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as Company in effect at any manner adverse to the time of taking such action or thereunderInvestor.

Filings; Other Actions. The (a) Subject to Section 3.1(e), the Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each Subject to Section 3.1(e), each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Subject to Section 3.1(e), the Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. 3.1(a). (b) In furtherance of the foregoing, if requiredsubject to Section 3.1(e), the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement (except for certain fingerprint and fingerprint receipt requirements of the IDFPR, which shall be provided to the IDFPR as soon as reasonably practicable following the date of this Agreement), and the Investor and the Company shall use, and shall cause their respective Affiliates to use, use reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCCIDFPR. (c) Notwithstanding anything contained herein to the contrary, and subject to Section 3.1(e), not later than five (5) business days after the date hereof, the Investor shall make all appropriate filings necessary or advisable to consummate the Investment (except for certain fingerprint and fingerprint receipt requirements of the IDFPR, which shall be provided to the IDFPR as soon as reasonably practicable following the date of this Agreement), including the preparation of an application or any amendment thereto or any other required statements or documents filed or to be filed by the Investor with: (i) the Federal Reserve pursuant to the CIBCA, (ii) the IDFPR pursuant to the Illinois Banking Act, as amended, and (iii) any other person or regulatory authority pursuant to any applicable legal requirement, for authority to consummate the Investment. The Investor shall pursue in good faith the regulatory approvals necessary to consummate the Investment. In advance of any filing made under this Section 3.1(c), the Company and its counsel shall be provided with the opportunity to comment upon all non-confidential portions thereof, and the Company agrees promptly to advise the Investor and its counsel of, and share with them, any material communication received by the Company or its counsel from any regulatory authorities with respect to the non-confidential portions of such filings. (d) The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. . (e) Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control BHC Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would otherwise require any such entity to register as a savings and loan bank holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would could, in the Investor’s commercially reasonable judgment, result in a Burdensome Condition Condition, or (iii) provide to the Company or any Governmental Entity any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors, except that the Investor shall provide to the Company or any Governmental Entity the information set forth on Section 3.1(e)(iii) of the Disclosure Schedule. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The InvestorPromptly after the date hereof, each of the Purchasers, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to Agreement; provided that all expenses associated with any of the foregoing shall be performed by it and (ii) with respect to the Investor, to the extent typically provided borne by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekCompany. Each of the parties hereto party shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchasers and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the otherothers, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as reasonably practicable. Each party hereto agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.1. Each Purchaser shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.promptly

Filings; Other Actions. The Investor(a) Subject to Section 4.4, Purchaser, on the one hand, and the Company, on the other hand, will (and will cause their respective affiliates, including, in the case of Purchaser, the Sponsors, to) cooperate and consult (including as to the timing of Closing and as to the efforts of the Company and PACW to satisfying the conditions to, and consummate, the Merger and the status thereof) with the other party and use reasonable best efforts to promptly prepare and file (as applicable) all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, ordersapprovals, approvals confirmations (whether in writing or orally) and authorizations of, or exemptions from, of all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) which are necessary or advisable to consummate the transactions contemplated hereby and by this the Merger Agreement (including all transactions that are conditions to Closing hereunder) or as promptly as reasonably practicable following the Other Private Placementsdate hereof, and to perform respond to any request for information from any Governmental Entity relating to the covenants foregoing, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement to be performed by it and Agreement, including the Company Share Issuance. (iib) with respect to the Investor, to To the extent typically provided permitted by the Investor to such third parties or Governmental EntitiesLaw, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance all the information to the extent relating to such other party, and any of its respective affiliates and its and their respective directors, officers, partners and shareholders, which appears in any filing made with, or written materials submitted to, any Governmental Entity (and to the extent practicable, each will consult with the other, in each case subject to applicable laws other party relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential such information) relating and (ii) consult with the other in advance of any substantive meeting or conference with any Governmental Entity that is reasonably likely to such relate to or affect Purchaser or its investment in the Company in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each party agrees to act reasonably and as promptly as reasonably practicable. To the extent permitted by Xxx, each party agrees to keep the other party, party reasonably apprised of the status of matters referred to in this Section 3.1(b). Purchaser and the Company shall promptly correct or supplement any of their respective Affiliates, which appears information provided by it or on its behalf for use in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party as contemplated hereby, if and to the extent (A) that information previously provided by it or on its behalf shall have become false or misleading in any material respect or (B) necessary or advisable to ensure that such document would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Materials furnished pursuant to this Section 3.1(b) may be redacted (1) to remove references concerning the valuation of the Company and the transactions contemplated hereby, including the Company Share Issuance, or other Confidential Information, (2) as necessary to comply with contractual arrangements and (3) as necessary to address reasonable privilege concerns, and the parties may reasonably designate any competitively sensitive or any confidential business material provided to the other under this Section 3.1(b) as “counsel only” or, as appropriate, as “outside counsel only”. (c) Purchaser shall have the reasonable opportunity to review any descriptions of Purchaser, its affiliates or the transactions contemplated by this Agreement prior to the publishing of any joint proxy statement/prospectus or any other documents (other than public filings any filing under Rule 425 of the Securities Act) filed or to be filed with the Bankruptcy Court) SEC or any Governmental Entity by the Company or, to the extent the Company has and receives the right to review any such other documents filed or to be filed with the SEC or any Governmental Entity by PACW (if permitted by PACW), in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to . (d) To the extent permitted by applicable laws with copies of written communications received by them or their Affiliates fromLaw, or delivered by the parties shall promptly advise each other upon receiving any of the foregoing to, communication from any Governmental Entity (other than public filings with the Bankruptcy Court) in respect whose consent, waiver, approval or authorization is required for consummation of the transactions contemplated by this Agreement; provided Agreement that causes such party to believe that there is a reasonable likelihood that any required approval, consent or authorization from a Governmental Entity related to the transactions contemplated by this Agreement will not be obtained or that the receipt of such approval, consent or authorization will be materially delayed or conditioned. (e) Each party delivering any shall execute and deliver after the Closing, such document further certificates, agreements, instruments and other documents and take such other actions as the other party may redact any confidential information contained therein. Notwithstanding anything reasonably request, in each case, to the contrary hereinconsummate, nothing contained in this Agreement shall require the Investor implement or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control evidence the Company or Share Issuance. (f) The covenants in Section 3.1(a)-Section 3.1(d) shall terminate effective upon the Bank for purposes consummation of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderClosing.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, to the extent requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied or practices, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.15. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.15. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each other the other, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.15 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds Commission and other jurisdictions’ securities and blue sky officials. Notwithstanding anything to the contrary in this Section 4.15, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in a Burdensome Condition; for the avoidance of doubt, any requirement to disclose the Company will notidentities or financial condition of limited partners, without the consent shareholders, or non-managing members of the Investor, take any action, directly such Purchaser or indirectly through its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. (a) The Investor, on the one hand, Purchaser and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all the Shareholder Approvals and any other necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesEntities, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it the Transaction Documents, in each case required of it, and (ii) with respect to the InvestorPurchaser, only to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.13(a). The Investor Purchaser and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor Purchaser will cooperate as may reasonably be requested by the Investor Purchaser or the Company, as the case may be, to help the Investor Purchaser and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationslaw, consents, approvals or exemptions from Governmental Entities bank holding company and bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, extent it has not done so prior to the Bankruptcy Court) or third partiesdate of this Agreement), subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance 4.13(a). (b) Notwithstanding Section 4.13(a) or Section 4.13(c), in no event shall the Purchaser be required to (1) accept any condition of a Governmental Entity with respect to any regulatory filing or approval which could jeopardize or potentially have the effect of jeopardizing any other investment opportunities (now or hereafter existing) of the foregoingPurchaser or any of its Affiliates, if required(2) cause the Purchaser to become a bank holding company, (3) cause the Investor Purchaser to be required to agree to provide capital to the Company or any Subsidiary other than the aggregate Purchase Price to be paid for the Preferred Shares to be purchased by it pursuant to the terms of this Agreement, (4) accept a Burdensome Condition imposed by a Governmental Entity or (5) provide information on its investors solely in their capacities as limited partners or other similar passive equity investors, and the Purchaser shall be entitled to request confidential treatment from any Governmental Entity and not disclose to the Company shall make all necessary applications, notices, petitions, filings any information that is confidential and other documents proprietary to the Purchaser. (c) If so requested by the Federal Reserve in connection with the Required Approvals required to be obtained by ittransactions contemplated hereby, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall usePurchaser shall, and shall cause their respective its Affiliates to use, reasonable best efforts to, enter into one or more passivity and non-association commitments and provide such other non-control and related commitments as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCC. Federal Reserve), subject, in each case, to clauses (i) and (ii) of the first sentence of Section 4.13(a) and all of Section 4.13(b). (d) The Investor and the Company Purchaser will each have the right to review in advance, and to the extent practicable, each practicable the Company will consult with the other, in each case Purchaser with respect to (subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the CompanyPurchaser), all the information (other than confidential information) relating to such other partythe Purchaser, and any of their respective its Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that (i) no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser, (ii) a Purchaser shall not be required to disclose to the InvestorCompany any information that is confidential and proprietary to such Purchaser, and (iii) with respect to each of _____________and _____________, its identity shall not be disclosed in any filing or public announcement without its prior written consent. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderSection 4.13.

Filings; Other Actions. The Investor, on the one hand, (a) CEFL and the Company, on the other hand, will cooperate and consult with the other and Company shall use reasonable best efforts to promptly prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings petitions and other documentsfilings, and to obtain as promptly as practicable all necessary and customary permits, consents, orders, approvals and authorizations ofof all third parties and Governmental Entities, or exemptions fromand take all other actions, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) which are necessary or advisable to consummate the transactions contemplated by this Agreement Transactions. (including all transactions that are conditions to Closing hereunderb) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor CEFL and the Company shall make all necessary applications, notices, petitions, filings promptly prepare and other documents deliver (but in connection with the Required Approvals required to be obtained by it, not later no event more than five (5) business days following seven Business Days after the date of this Agreement, ) to the OTS the Rebuttal of Control Filing in respect of the Transactions that are proposed to be consummated at the Closing and seek acceptance and approval of such Rebuttal of Control Filing by the Investor OTS with respect to the Transactions to the effect that CEFL will not be deemed to control the Company or any of its Subsidiaries for purposes of the Change in Bank Control Act or the Home Owners Loan Act as a result of the consummation of the Transactions. CEFL and the Company shall use, and shall cause their respective Affiliates to use, use reasonable best efforts to, as promptly as possible, (including using good faith efforts to respond fully to all requests for additional information from the Federal Reserve or OTS as promptly as practicable following each such request) to obtain such acceptance and approval (including, subject to Section 4.2(e), CEFL entering into an amended and restated rebuttal of control agreement with the OCCOTS to the extent required materially in conformance with the form contained in 12 CFR §574.100 and, subject to Section 4.2(e), agreeing to such other conditions as required by the OTS to obtain such acceptance and approval). The Investor Company and the Company will each CEFL shall have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the InvestorTransactions. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable. Each The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party hereto agrees to will keep the other party apprised of the status of matters relating to completion of the transactions contemplated herebyTransactions. The Investor Without limiting the generality of the foregoing and subject to applicable law and except as prohibited by the OTS, each of CEFL and the Company shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notices or other written communications, and the substance of any material oral communications, between CEFL and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, and the OTS with respect to the Transactions and the Rebuttal of Control Filing referred to in this Section 4.2(b). (c) CEFL and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of CEFL, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Transactions (other than information that must be kept confidential under applicable law). (d) CEFL and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by Transactions (other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity). (e) Notwithstanding anything in this Agreement, including the provisions of Section 4.2(b), in no event will CEFL or its Affiliates be obligated to: (1) without limiting CEFL’s obligation under clause (2) below, propose or accept any divestiture of any of CEFL’s or any of its Affiliate’s assets, accept any operational restriction on CEFL’s or any of its Affiliate’s business, or agree to take any action that limits CEFL’s or its Affiliate’s commercial practices in any way (other than with respect to the Company as set forth in the Rebuttal of Control Filing) to obtain any consent, acceptance or approval of any Governmental Entity to consummate the Transactions; provided or (2) propose or agree to accept any term or condition or otherwise modify the terms of this Agreement or the Ancillary Documents, including for the avoidance of doubt the terms or the amount of the Securities to be delivered by the Company under this Agreement, to obtain any consent, acceptance or approval of any Governmental Entity to the consummation of the Transactions if such term, condition or modification would (A) materially adversely affect (with respect to CEFL or its Affiliates) any term of the Transactions (other than a financial term), or (B) adversely affect (with respect to CEFL or its Affiliates) any financial term of the Transactions contemplated hereby. (f) As promptly as practicable after the date hereof, the Company shall call a special meeting of its stockholders (the “Special Stockholder Meeting”) to vote on (i) the Required Stockholder Proposals, (ii) the approval for purposes of Rule 5635 of the NASDAQ Marketplace Rules of the potential issuance of Common Stock, or securities convertible into or exchangeable or exercisable for Common Stock, in connection with potential future debt exchange transactions in an amount up to 365 million shares and (iii) the matters described in Section 4.14 (together with the Required Stockholder Proposals, the “Stockholder Proposals”). Subject to Section 4.14(b), the Board of Directors shall recommend to the Company’s stockholders that such stockholders vote in favor of the party delivering any such document may redact any confidential information contained thereinStockholder Proposals (the “Recommendation”). The Recommendation of the Board of Directors shall be included in the Proxy Materials and, subject to Section 4.14(b), the Board of Directors shall use its reasonable best efforts to secure the approval of the Stockholder Proposals by the Company’s stockholders. Notwithstanding anything the foregoing, the Board of Directors reserves the right to change its recommendation pursuant to its fiduciary duties; provided, however, that no such change of the Recommendation shall affect the Company’s commitment to hold the Special Stockholder Meeting. In connection with the Special Stockholder Meeting, the Company shall promptly prepare (and CEFL will reasonably cooperate with the Company to prepare) and file (but in no event more than five Business Days after the date of this Agreement) with the SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to the contrary hereinSpecial Stockholder Meeting to be mailed to the Company’s stockholders not more than seven Business Days after clearance thereof by the SEC (together, nothing contained the “Proxy Materials”) and, subject to Section 4.14(b), shall use its reasonable best efforts to solicit proxies for such stockholder approval. The Company shall notify CEFL promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply CEFL with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to the Special Stockholder Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. CEFL and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall, to the extent required as a matter of law, as promptly as practicable prepare and mail to its stockholders an amendment or supplement to correct such information to the extent required by applicable laws and regulations. The Company shall consult with CEFL prior to filing any proxy statement, or any amendment or supplement thereto, and provide CEFL with a reasonable opportunity to comment thereon. (g) CEFL, on the one hand, and the Company, on the other hand, agrees, upon request, to furnish the other party with all information concerning itself, its Affiliates, directors, officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with the proxy statement in connection with the Special Stockholder Meeting and any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Entity in connection with the Closing and the Transactions. (h) Unless this Agreement has been terminated pursuant to Section 5.1, CEFL hereby agrees that at any meeting of the stockholders of the Company held to vote on the Stockholder Proposals, however called and any adjournment(s) thereof, CEFL shall require vote, or cause to be voted, the Investor shares of Common Stock beneficially owned by CEFL and its Affiliates as follows: (i) all of such shares shall be voted in favor of the Stockholder Proposals other than the Rights Agreement Proposal and (ii) with respect to the Rights Agreement Proposal, shares beneficially owned by CEFL or any of its Affiliates representing no more than 9.9% of the Company’s shares outstanding and entitled to vote at the Special Stockholders Meeting shall be voted in CEFL’s sole discretion, and the remainder of such shares shall be voted on the Rights Agreement Proposal in the same proportions for and against the Rights Agreement Proposal as the votes cast by all other stockholders of the Company. (i) take any action that would result in As promptly as practicable following the Investor or any date of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companythis Agreement, the Company will notshall qualify the Convertible Debentures Indenture under the Trust Indenture Act of 1939, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderamended.