Common use of Persons Benefitting Clause in Contracts

Persons Benefitting. 29 Section 6.02. Amendment. 29 Section 6.03. Notices 31 Section 6.04. Governing Law; Waiver of Jury Trial. 32 Section 6.05. Successors. 32 Section 6.06. Multiple Originals; Counterparts. 32 Section 6.07. Inspection of Agreement. 32 Section 6.08. Table of Contents. 33 Section 6.09. Severability. 33 Section 6.10. Customer Identification Program. 33 Section 6.11. Confidentiality. 33 Section 6.12. Compliance with Law. 33 Section 6.13. Saturdays, Sundays, Holidays, etc. 34 Section 6.14. Reports and Notices to Holders. 34 EXHIBIT A Form of Warrant Certificate This WARRANT AGREEMENT is dated as of October 27, 2020 (this “Agreement”), among California Resources Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”). All terms used but not defined in this Agreement shall have the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A. Pursuant to the Amended Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, as confirmed by the United States Bankruptcy Court for the Southern District of Texas on October 13, 2020 (the “Plan”), the Company hereby issues warrants (the “Warrants”) to purchase initially 4,384,241 shares of Common Stock. The Warrants shall be represented by Warrant Certificates substantially in the form attached hereto as Exhibit A. Each Warrant entitles the Holder thereof to receive, upon exercise thereof, a number of shares of Common Stock determined by the provisions of the relevant Warrant Certificate. Each Warrant Certificate (including any Global Warrant Certificate (as defined below)) shall evidence such number of Warrants as is set forth therein, subject to adjustment pursuant to the provisions of the Warrant Certificate. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be transferable by Holders that are not Affiliates of the Company without registration under the Securities Act, subject to any applicable restrictions in the relevant Warrant Certificate and compliance with applicable securities laws. The Company desires the Warrant Agent to act on behalf of the Company in connection with the registration, transfer, exchange, exercise and cancellation of the Warrants as provided in this Agreement and the Warrant Certificates, and the Warrant Agent is willing to so act. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Warrants:

Persons Benefitting. 29 15 Section 6.02. Amendment. 29 16 Section 6.03. Notices 31 Notices. 16 Section 6.04. Governing Law; Waiver of Jury Trial. 32 17 Section 6.05. Successors. 32 18 Section 6.06. Multiple Originals; Counterparts. 32 18 Section 6.07. Inspection of Agreement. 32 18 Section 6.08. Table of Contents. 33 18 Section 6.09. Severability. 33 Section 6.10. Customer Identification Program. 33 Section 6.11. Confidentiality. 33 Section 6.12. Compliance with Law. 33 Section 6.13. Saturdays, Sundays, Holidays, etc. 34 Section 6.14. Reports and Notices to Holders. 34 18 EXHIBIT A Form of Warrant Certificate This WARRANT AGREEMENT is dated as of October 27September 22, 2020 2011 (this “Agreement”), among California Resources Corporationbetween SunTrust Banks, Inc., a Delaware Georgia corporation (the “Company”), and American Stock Transfer & Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, LLCN.A., a New York limited liability trust companynational banking association doing business at 000 Xxxxxx Xxxxxx, as Warrant Agent Canton, Massachusetts (together with Computershare, the “Warrant Agent”). All terms used but not defined in this Agreement shall have The Company has issued the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A. Pursuant to the Amended Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Codewarrants described herein (each, as confirmed by the United States Bankruptcy Court for the Southern District of Texas on October 13a “Warrant” and collectively, 2020 (the “Plan”), the Company hereby issues warrants (the “Warrants”) to purchase initially 4,384,241 shares the U.S. Department of Common Stock. The Warrants shall be represented the Treasury (“Treasury”) in connection with Treasury’s Capital Purchase Program pursuant to the Letter Agreement dated November 14, 2008 between the Company and Treasury, which agreement incorporates by Warrant Certificates substantially in reference the form Securities Purchase Agreement – Standard Terms attached hereto thereto as Exhibit A. Treasury desires to sell all or a portion of the Warrants at any time or from time to time. Each Warrant entitles the Holder registered holder thereof (the “Holder”) to receive, upon exercise thereof, a number of shares purchase one share of Common Stock determined by Stock, subject to the provisions of this Agreement and the relevant Warrant Certificate. Each Warrant Certificate (including any Global Warrant Certificate (as defined below)Warrant) shall evidence such number of Warrants as is set forth therein, subject to adjustment pursuant to the provisions of the Warrant Certificate. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be freely transferable by Holders that are not Affiliates of the Company without registration under the Securities Act, subject to any applicable restrictions in the relevant Warrant Certificate and compliance with applicable securities lawsCompany. The Company desires the Warrant Agent to act on behalf of the Company in connection with the registration, transfer, exchange, redemption, exercise and cancellation of the Warrants as provided in this Agreement and the Warrant Certificates, herein and the Warrant Agent is willing to so act. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Warrants:

Persons Benefitting. 29 16 Section 6.02. Amendment. 29 16 Section 6.03. Notices 31 Notices. 16 Section 6.04. Governing Law; Waiver of Jury Trial. 32 18 Section 6.05. Successors. 32 18 Section 6.06. Multiple Originals; Counterparts. 32 18 Section 6.07. Inspection of Agreement. 32 18 Section 6.08. Table of Contents. 33 18 Section 6.09. Severability. 33 Section 6.10. Customer Identification Program. 33 Section 6.11. Confidentiality. 33 Section 6.12. Compliance with Law. 33 Section 6.13. Saturdays, Sundays, Holidays, etc. 34 Section 6.14. Reports and Notices to Holders. 34 18 EXHIBIT A Form of Warrant Certificate This WARRANT AGREEMENT is dated as of October 27February 1, 2020 2011 (this “Agreement”), among California Resources CorporationBoston Private Financial Holdings, Inc., a Delaware Massachusetts corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and American Stock Transfer & its wholly-owned subsidiary Computershare Trust Company, LLCN.A., a New York limited liability trust companynational banking association doing business at 000 Xxxxxx Xxxxxx, as Warrant Agent Canton, Massachusetts (“Trust Company” and together with Computershare, the “Warrant Agent”). All terms used but not defined in this Agreement shall have The Company has issued the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A. Pursuant to the Amended Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Codewarrants described herein (each, as confirmed by the United States Bankruptcy Court for the Southern District of Texas on October 13a “Warrant” and collectively, 2020 (the “Plan”), the Company hereby issues warrants (the “Warrants”) to purchase initially 4,384,241 shares the U.S. Department of Common Stock. The Warrants shall be represented the Treasury (“Treasury”) in connection with Treasury’s Capital Purchase Program pursuant to the Letter Agreement dated November 21, 2008 between the Company and Treasury, which agreement incorporates by Warrant Certificates substantially in reference the form Securities Purchase Agreement – Standard Terms attached hereto thereto as Exhibit A. Treasury desires to sell all or a portion of the Warrants at any time or from time to time. Each Warrant entitles the Holder registered holder thereof (the “Holder”) to receive, upon exercise thereof, a number of shares purchase one share of Common Stock determined by Stock, subject to the provisions of this Agreement and the relevant Warrant Certificate. Each Warrant Certificate (including any Global Warrant Certificate (as defined below)Warrant) shall evidence such number of Warrants as is set forth therein, subject to adjustment pursuant to the provisions of the Warrant Certificate. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be freely transferable by Holders that are not Affiliates of the Company without registration under the Securities Act, subject to any applicable restrictions in the relevant Warrant Certificate and compliance with applicable securities lawsCompany. The Company desires the Warrant Agent to act on behalf of the Company in connection with the registration, transfer, exchange, redemption, exercise and cancellation of the Warrants as provided in this Agreement and the Warrant Certificates, Certificates and the Warrant Agent is willing to so act. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Warrants:

Persons Benefitting. 29 16 Section 6.02. Amendment. 29 16 Section 6.03. Notices 31 Notices. 16 Section 6.04. Governing Law; Waiver of Jury Trial. 32 17 Section 6.05. Successors. 32 17 Section 6.06. Multiple Originals; Counterparts. 32 17 Section 6.07. Inspection of Agreement. 32 18 Section 6.08. Table of Contents. 33 18 Section 6.09. Severability. 33 Section 6.10. Customer Identification Program. 33 Section 6.11. Confidentiality. 33 Section 6.12. Compliance with Law. 33 Section 6.13. Saturdays, Sundays, Holidays, etc. 34 Section 6.14. Reports and Notices to Holders. 34 18 EXHIBIT A Form of Warrant Certificate This WARRANT AGREEMENT is dated as of October 27June 9, 2020 2010 (this “Agreement”), among California Resources Corporationbetween Sterling Bancshares, a Delaware corporation Inc. (the “Company”), ) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, LLC as Warrant Agent (the “Warrant Agent”). All terms used but not defined in this Agreement shall have The Company has issued the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A. Pursuant to the Amended Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Codewarrants described herein (each, as confirmed by the United States Bankruptcy Court for the Southern District of Texas on October 13a “Warrant” and collectively, 2020 (the “Plan”), the Company hereby issues warrants (the “Warrants”) to purchase initially 4,384,241 shares the U.S. Department of Common Stock. The Warrants shall be represented the Treasury (“Treasury”) in connection with Treasury’s Capital Purchase Program pursuant to the Letter Agreement dated December 12, 2008 between the Company and Treasury, which agreement incorporates by Warrant Certificates substantially in reference the form Securities Purchase Agreement – Standard Terms attached hereto thereto as Exhibit A. Treasury desires to sell all or a portion of the Warrants at any time or from time to time. Each Warrant entitles the Holder registered holder thereof (the “Holder”) to receive, upon exercise thereof, a number of shares purchase one share of Common Stock determined by Stock, subject to the provisions of this Agreement and the relevant Warrant Certificate. Each Warrant Certificate (including any Global Warrant Certificate (as defined below)Warrant) shall evidence such number of Warrants as is set forth therein, subject to adjustment pursuant to the provisions of the Warrant Certificate. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be freely transferable by Holders that are not Affiliates of the Company without registration under the Securities Act, subject to any applicable restrictions in the relevant Warrant Certificate and compliance with applicable securities lawsCompany. The Company desires the Warrant Agent to act on behalf of the Company in connection with the registration, transfer, exchange, redemption, exercise and cancellation of the Warrants as provided in this Agreement and the Warrant Certificates, herein and the Warrant Agent is willing to so act. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Warrants:

Persons Benefitting. 29 16 Section 6.02. Amendment. 29 16 Section 6.03. Notices 31 Notices. 17 Section 6.04. Governing Law; Waiver of Jury Trial. 32 18 Section 6.05. Successors. 32 18 Section 6.06. Multiple Originals; Counterparts. 32 18 Section 6.07. Inspection of Agreement. 32 18 Section 6.08. Table of Contents. 33 18 Section 6.09. Severability. 33 Section 6.10. Customer Identification Program. 33 Section 6.11. Confidentiality. 33 Section 6.12. Compliance with Law. 33 Section 6.13. Saturdays, Sundays, Holidays, etc. 34 Section 6.14. Reports and Notices to Holders. 34 18 EXHIBIT A Form of Warrant Certificate This WARRANT AGREEMENT is dated as of October 27May [ ], 2020 2010 (this “Agreement”), among California Resources Corporation, a Delaware corporation between Valley National Bancorp (the “Company”), ) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, LLC as Warrant Agent (the “Warrant Agent”). All terms used but not defined in this Agreement shall have The Company has issued the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A. Pursuant to the Amended Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Codewarrants described herein (each, as confirmed by the United States Bankruptcy Court for the Southern District of Texas on October 13a “Warrant” and collectively, 2020 (the “Plan”), the Company hereby issues warrants (the “Warrants”) to purchase initially 4,384,241 shares the U.S. Department of Common Stock. The Warrants shall be represented the Treasury (“Treasury”) in connection with Treasury’s Capital Purchase Program pursuant to the Letter Agreement dated November 14, 2008 between the Company and Treasury, which agreement incorporates by Warrant Certificates substantially in reference the form Securities Purchase Agreement – Standard Terms attached hereto thereto as Exhibit A. Treasury desires to sell all or a portion of the Warrants at any time or from time to time. Each Warrant entitles the Holder registered holder thereof (the “Holder”) to receive, upon exercise thereof, a number of shares purchase one share of Common Stock determined by Stock, subject to the provisions of this Agreement and the relevant Warrant Certificate. Each Warrant Certificate (including any Global Warrant Certificate (as defined below)Warrant) shall evidence such number of Warrants as is set forth therein, subject to adjustment pursuant to the provisions of the Warrant Certificate. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be freely transferable by Holders that are not Affiliates of the Company without registration under the Securities Act, subject to any applicable restrictions in the relevant Warrant Certificate and compliance with applicable securities lawsCompany. The Company desires the Warrant Agent to act on behalf of the Company in connection with the registration, transfer, exchange, redemption, exercise and cancellation of the Warrants as provided in this Agreement and the Warrant Certificates, herein and the Warrant Agent is willing to so act. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Warrants: