Common use of Preemptive Rights Clause in Contracts

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so long Except as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue set forth in subsection (a “New Issuance”b) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)below, the Company shall provide written notice of such proposed New Issuance will not issue, sell or otherwise transfer for consideration to the any Investor no later (an "Issuance") at any time prior to a Public Offering, any capital stock or debt security unless, at least 30 days and not more than fifteen (15) business 60 days prior to such Issuance, the anticipated issuance date Company notifies Executive in writing of the Issuance (including the price, the purchasers thereof and the other terms thereof) and grants to Executive, the right (the “Preemptive Rights Notice”). The Investor shall have the right "Right") to subscribe for and purchase for cash, a portion of such additional shares or other securities so issued at the same price and on the same terms and conditions and at as issued in the same time as Issuance equal to the New Issuance, such quotient determined by dividing (1) the number of New Securities as fully diluted shares of Executive Stock held by Executive (other than options to acquire stock from other stockholders of the Company) by (2) the total number of shares of Common Stock outstanding on a fully diluted basis. Notwithstanding the foregoing, if all Persons entitled to purchase or receive such stock or securities are required to enable it also purchase other securities of the Company, if Executive exercises the Right pursuant to maintain its proportionate Common Stock-equivalent interest in this Section 10 then Executive will also be required to purchase the same strip of securities (on the same terms and conditions) that such other Persons are required to purchase. The Right may be exercised by Executive at any time by written notice to the Company immediately prior received by the Company within 15 days after receipt by Executive of the notice from the Company referred to any such issuance of New Securities (the “Preemptive Amount”)above. The Preemptive Rights Notice shall set forth all material terms and conditions closing of the New Issuance, including the number New Securities proposed to be issued, the issue price purchase and the maximum number of New Securities that the Investor may purchase in the New Issuance sale pursuant to the immediately preceding sentenceexercise of the Right will occur at least 10 days after the Company receives notice of the exercise of the Right and concurrently with the closing of the Issuance. In the event that the consideration received by the Company in connection with an Issuance is property other than cash, Executive may, at his election, pay the purchase price for such additional shares or other securities in such property or solely in cash. In the event that Executive elects to pay cash, the amount thereof will be determined based on the fair value of the consideration received or receivable by the Company in connection with the Issuance. (b) The Investor may elect Notwithstanding the foregoing, the Right will not apply to participate (i) issuances of Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock), pro rata to all holders of Common Stock, as a dividend on, subdivision of or other distribution in respect of, the New Issuance Common Stock in accordance with the Company's Certificate of Incorporation or (ii) issuances of Common Stock upon conversion of any shares of the Company's Series A Preferred Stock, or (iii) the issuance of Common Stock (or securities convertible into or exchangeable for, or options to purchase, Common Stock) in connection with the extent described in Section 4.4(a) provision by delivering an irrevocable written notice the Investors or their Affiliates of debt financing to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to or its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securitiesSubsidiaries. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if 10 will terminate upon the consummation of a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankPublic Offering. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Except as provided in this Section 4.8 or as otherwise provided in a separate agreement by the ClosingPartnership, for so long as no Person shall have any preemptive, preferential or other similar right with respect to the Investor has a Qualifying Ownership issuance of any Partnership Interest, if whether unissued, held in the Company proposes treasury or hereafter created. The General Partner shall have the right, which it may from time to issue time assign in whole or in part to any of its Affiliates, to purchase Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Interests. (b) Subject to and without limiting Section 4.8(a), the Partnership grants to each Limited Partner who is part of an Investor Group (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New SecurityPR Holder”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor and each PR Holder shall have the right to purchase for cashpurchase, at in accordance with the price procedures set forth herein, up to such PR Holder’s pro rata portion (based on Percentage Interest of Limited Partner Interests immediately prior to the time of sale) of any New Interests that the Partnership may, from time to time, propose to issue and on the same terms and conditions and at the same time sell (hereinafter referred to as the “Preemptive Rights”). (c) If the Partnership proposes to issue and sell New IssuanceInterests, such the Partnership shall notify each PR Holder in writing with respect to the proposed New Interests to be issued and sold (the “New Interests Notice”). Each New Interests Notice shall set forth: (i) the number of New Securities as are required Interests proposed to enable it to maintain its proportionate Common Stock-equivalent interest in be issued and sold by the Company immediately prior to any such issuance Partnership and their purchase price; (ii) each PR Holder’s pro rata portion of New Securities Interests and (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all iii) any other material terms and conditions conditions, including any applicable regulatory requirements, and, if known, the expected date of consummation of the issuance and sale of the New IssuanceInterests (which date, including in any event shall be no earlier than forty-five (45) days following the number New Securities proposed to be issued, the issue price and the maximum number date of New Securities that the Investor may purchase in delivery of the New Issuance pursuant to the immediately preceding sentenceInterests Notice). (bd) The Investor may elect Each PR Holder shall be entitled to participate in the exercise its Preemptive Right to purchase such New Issuance to the extent described in Section 4.4(a) Interests by delivering an irrevocable written notice to the Company by Partnership within thirty (30) days from the date specified by the Company in the Preemptive Rights of receipt of any New Interests Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth specifying the number of shares the Investor wishes New Interests to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuancesubscribed, which in any event shall occur within ninety (90) days after the anticipated date can be no greater than such PR Holder’s pro rata portion of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire Interests, at the price and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with on the terms and conditions as specified in the Preemptive Rights New Interests Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding Each PR Holder exercising its right to purchase its entire pro rata portion of New Interests being issued (each, a “Subscribing Member”) shall have a right of over-allotment such that if another PR Holder fails to exercise its Preemptive Right to purchase its entire pro rata portion of New Interests (each, a “Non-Subscribing Member,” including any PR Holder that fails to exercise its right to purchase its entire pro rata share of Remaining New Interests, as described below), such Subscribing Member may purchase its pro rata share, based on the foregoing provisions relative Percentage Interest of this Section 4.4Limited Partner Interests then owned by the Subscribing Members, if a majority of those New Interests in respect to which the Non-Subscribing Members have not exercised their Preemptive Right (the “Remaining New Interests”) by giving written notice to the Partnership within three (3) Business Days from the date that the Partnership provides written notice of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance amount of New Securities Interests as to the extent that a majority of the Board of Directors determines that which such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the CodeNon-Subscribing Members have failed to exercise their rights thereunder.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements Primary Investment Transactions and Secondary Treasury Sales pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements Primary Investment Transactions and Secondary Treasure Sales shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so So long as a Stockholder and its Affiliates who are Permitted Transferees, collectively, hold at least twenty-five percent (25%) of the Investor has a Qualifying Ownership Interest, if shares of the Company proposes to issue (a “New Issuance”) any equity Series A Preferred Stock (including shares Series A Preferred Stock issued upon conversion of Series B Preferred Stock), the Stockholders shall be entitled to the preemptive rights set forth in this Section 2.1 with respect to any issuance of Common Stock or shares Equity-based Securities by the Company and, with respect to an issuance in connection with the sale of Company Preferred StockEquity-based Securities in an initial public offering, its current and future Subsidiaries (each a “Group Company” and collectively, the “Group Companies”), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component other than a Permitted Issuance (any such security, a “New SecurityPreemptive Rights Issuance”). (b) If the Company at any time or from time to time effects a Preemptive Rights Issuance, the Company shall provide give written notice to the Stockholders a reasonable period in advance of such proposed New Issuance to the Investor issuance (but in no event later than fifteen ten (1510) business days prior to such issuance), which notice shall set forth the anticipated number and type of the securities to be issued, the issuance date date, the offerees or transferees, the price per security, and all of the other material terms and conditions of such issuance, which shall be deemed updated by delivery or filing of documentation with such material terms and conditions for such issuance to the Stockholders (including a pricing term sheet or free writing prospectus, in the case of a public offering). Each Stockholder may, by irrevocable written notice to the Company (a “Preemptive Rights Notice”). The Investor shall have the right ) delivered no later than five (5) days after delivery of such Company notice, commit itself to purchase for cash(or designate an Affiliate thereof to purchase) up to such number of securities as necessary to maintain such Stockholder’s Percentage Ownership of the Company as of immediately prior to such Preemptive Rights Issuance, at in the price and amount specified in such Preemptive Rights Notice (which amount shall not exceed the number of securities necessary to maintain the Stockholder’s Percentage Ownership of the Company as of immediately prior to such Preemptive Rights Issuance), on the same terms and conditions as such Preemptive Rights Issuance (it being understood and at agreed that the price per security that such Stockholder shall pay shall be the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as per security set forth in the Preemptive Rights Notice). In the event that the New Issuance is not consummated within the time frame described above, the Company’s right If a Stockholder exercises its preemptive rights hereunder with respect to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Preemptive Rights Issuance, the Company shall issue certificates to such Stockholder (or its designated Affiliates) the Investor promptly following payment by the Investor number of the purchase price for securities specified in such exercise Preemptive Rights Notice in accordance with the terms and conditions as specified of the issuance, but in no event earlier than fifteen (15) days after delivery of the Preemptive Rights Notice. For the avoidance of doubt, in the event that the issuance of Common Stock or Equity-based Securities in a Preemptive Rights Issuance involves the purchase of a package of securities that includes Common Stock or Equity-based Securities and other securities in the same Preemptive Rights Issuance, each Stockholder shall only have the right to acquire its applicable pro rata portion of such other securities, together with its applicable pro rata portion of such Common Stock or Equity-based Securities, in the same manner described above (as to amount, price and other terms). (c) The election by a Stockholder not to exercise its preemptive rights hereunder in any one instance shall not affect its right as to any future Preemptive Rights Issuances. (d) Notwithstanding anything contained in this Section 2.1, to the contrary herein, the Investor shall not have any extent a Preemptive Rights in connection with (i) any issuance Issuance is being made only to investors that are “accredited investors” within the meaning of New Rule 501 under Regulation D promulgated under the Securities to managementAct, consultantsthen, employees, officers or directors at the option of the Company Board, in its sole discretion, any Stockholder may be excluded from the offer to purchase any securities pursuant to management or employee incentive programs or plans approved by this Section 2.1 and shall have no rights under this Section 2.1 with respect to such Preemptive Rights Issuance to the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which extent it is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuanceaccredited investor”). (e) Notwithstanding If the foregoing provisions of Board determines in good faith that circumstances require the Company to effect a Preemptive Rights Issuance without first complying with the terms set forth in this Section 4.42.1, if a majority the Company shall be permitted to do so without complying with the terms set forth in this Section 2.1 in connection with such Preemptive Rights Issuance; provided, that as promptly as practicable following such Preemptive Rights Issuance, the Company permits each Stockholder to purchase its proportionate amount of the directors applicable securities in the manner contemplated by this Section 2.1. (f) If the underwriter or placement agent with respect to a Preemptive Rights Issuance advises the Board that, in its or their opinion, a Stockholder’s purchase of a portion of the Board securities that are to be issued in such Preemptive Rights Issuance is likely to adversely affect such offering, including, but not limited to, with respect to the price, timing or distribution of Directors determines that the Company must issue equity securities offered or debt the market for the securities on an expedited basisoffered, then the Company may consummate the proposed issuance or sale of shall be permitted to effect such securities (“Expedited Issuance”) and then comply Preemptive Rights Issuance without complying with the provisions terms of this Section 4.4 provided that 2.1 with respect to such Stockholder and such Stockholder shall not have any preemptive rights with respect thereto. (ig) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary contained herein, the consent of the purchasers of such New Securities Company shall not be required to issue any securities pursuant to this Section 2.1, and may modify the voting or other rights of such securities, in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities each case to the extent that the issuance of such securities to a majority Stockholder would constitute noncompliance with NYSE rules (or the rules of the Board of Directors determines that principal market on which the Common Stock is then listed) regarding approval by stockholders or would require such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Codeapproval.

Preemptive Rights. (a) Following Subject to the Closingterms and conditions of this Section 5.1 and applicable Securities Laws, for so long from and after the Closing Date until such time as the Investor has a Qualifying Ownership Interestno Convertible Notes remain outstanding, if any Issuer Group Entity issues, sells, or authorizes the Company proposes sale of any New Securities other than to issue the Issuer or a wholly-owned Issuer Group Entity (a “New Securities Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company Issuer shall provide offer a portion of such New Securities (and if more than one class of securities is included in the New Securities, then a portion of the amount of each such class of securities included in the New Securities) to the Conversant Investor equal to the portion of the outstanding Issuer Shares that the Conversant Investor holds at such time, but before giving effect to such New Securities Issuance (such portion, the Conversant Investor’s “Equity Share”). (b) The Issuer shall give prompt written notice of such proposed New Issuance to the Investor (but in no event later than fifteen (15) business days Business Days prior to the anticipated issuance date of any New Securities in the applicable New Securities Issuance) to the Conversant Investor, setting forth the type and estimated number (which may be a range) of such New Securities to be issued, the estimated price per New Security (which may be a range), the estimated issuance date, and all of the other material terms and conditions of such issuance to the extent then known by the Issuer (the “Preemptive Rights Initial Offer Notice”). The Issuer shall provide the Conversant Investor shall have with written notice of the right final terms of the issuance of such New Securities described in the Initial Offer Notice on or prior to the fifth (5th) Business Day prior to the issuance of such New Securities (the “Final Offer Notice”). (c) By notification to the Issuer (an “Election Notice”) within fifteen (15) Business Days after the Final Offer Notice is given, the Conversant Investor may elect to purchase for cashor otherwise acquire a number of New Securities up to its Equity Share, at the price and on the same terms specified in the Final Offer Notice. On and conditions and at after the same time as issuance date set forth in the Final Offer Notice, the Issuer shall be permitted to proceed with the closing of the sale of such New IssuanceSecurities to the applicable third party(ies); provided, that if such closing has not occurred within thirty (30) days following the issuance date set forth in the Final Offer Notice (it being agreed that the Conversant Investor making an election to purchase New Securities in response to a Final Offer Notice providing a range for the estimated number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in or estimated range of price per New Security may proffer an election that is conditioned upon, or limited by, the Company immediately prior to any such issuance actual price per New Security or actual number of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New IssuanceSecurities, including the number New Securities proposed in each case, to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance Issuer shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to again comply with the procedures set forth in this Section 4.4 prior to any subsequent 5.1 as though such New Securities Issuance were a new New Securities Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) If the Conversant Investor exercises its preemptive rights hereunder with respect to such New Securities Issuance, the Issuer shall (or shall cause such Subsidiary to) issue to the Conversant Investor (or its designated Affiliate(s)) the number of securities specified in the Conversant Investor’s Election Notice promptly thereafter; provided, that if the Conversant Investor shall have so notified the Issuer at least three (3) Business Days prior to the issuance date set forth in the Final Offer Notice, such purchase and sale shall occur on the same date as, or substantially concurrently with, the New Securities Issuance. (e) The election by the Conversant Investor not to exercise its preemptive rights hereunder in any one instance shall not affect its rights with respect to future New Securities Issuances. (f) Notwithstanding anything to the contrary hereinin this Agreement, in the event that the Conversant Investor exercises its preemptive rights pursuant to this Section 5.1 and the purchase or issuance of such New Securities would require the applicable Issuer Group Entity to obtain approval of its stockholders pursuant to the listing rules of Nasdaq or such national securities exchange upon which such New Securities are listed, if any, then the applicable Issuer Group Entity and the Conversant Investor will use their respective commercially reasonable efforts to negotiate the terms of any such transaction in good faith, including, without limitation, the Investor shall not have terms of any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company issued pursuant to management or employee incentive programs or plans approved by such transaction to the Conversant Investor, such that the issuance to the Conversant Investor would not require such stockholder approval while providing the Conversant Investor and/or its Affiliates with substantially similar benefits and rights of such securities issued in the New Securities Issuance. (g) Notwithstanding Section 5.1(a) to Section 5.1(f), if the Board of Directors (including any of the Issuer reasonably determines that it is necessary or advisable to issue securities of such programs or plans in existence on Issuer Group Entity that would otherwise be required to be offered to the date hereof), (ii) any Conversant Investor under this Section 5.1 prior to their issuance, delivery or sale of New Securities by the Company to any person as consideration in connection such Issuer Group Entity may issue such securities without first complying with this Section 5.1; provided, that within thirty (but not in connection with raising capital to fund30) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any days after such issuance, an “Exempted Issuance”). (e) Notwithstanding such Issuer Group Entity offers the foregoing provisions Conversant Investor the opportunity to purchase the number of this Section 4.4, if a majority of the directors of the Board of Directors determines such Equity Securities that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing Conversant Investor would be entitled to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements purchase pursuant to this Section 4.4 and similar provisions 5.1 by sending written notice to the Conversant Investor, which notice shall contain the information required in the other stock purchase agreements in Initial Offer Notice. In the Other Private Placements event of an offer made by any Issuer Group Entity pursuant to this Section 5.1(g), the timing and procedures for the exercise period and closing of such offer shall be consummated the same as promptly those set forth in Section 5.1(a) to Section 5.1(f), with appropriate modifications to reflect the post-issuance delivery of the notice as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under contemplated by this Section 4.4(e5.1(g). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following The Company hereby grants to Montpelier the Closingright, for so long as subject to the Investor has a Qualifying Ownership InterestApplicable Requirements, if to purchase (or to designate any controlled Affiliate of Montpelier to purchase) the Montpelier Pro Rata Portion (or any portion thereof) of any Equity Securities of the Company proposes (collectively, the “New Securities”) that the Company may from time to issue time propose to issue, other than pursuant to any Excluded Transaction. (b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance described in Section 5.01(a) (a “New Proposed Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor Montpelier no later than fifteen (15) business ten days prior to the anticipated issuance date of such Proposed Issuance (or, if such notice period is not reasonably practicable under the “Preemptive Rights Notice”circumstances, such prior written notice as is reasonably practicable, but, in no event, less than five days prior to the date of such Proposed Issuance). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Issuance Notice shall set forth all the material terms and conditions of the New Proposed Issuance, including including (i) the number and description of the New Securities proposed to be issued, the issue price issued and the maximum percentage of outstanding Common Shares or other Equity Securities of the Company such issuance would represent; and (ii) the cash purchase price per New Security or that the issuance will be based on the public trading price of the applicable Equity Securities of the Company. (c) Montpelier shall for a period of eight days (or such shorter period if the Issuance Notice was sent by the Company with less than ten days prior notice, but, in no event, less than three days prior to the date of such Proposed Issuance) following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect to purchase (or to designate any controlled Affiliate of Montpelier to purchase) the Montpelier Pro Rata Portion of the New Securities, at an all-cash purchase price per New Security (the “Per New Security Offering Price”) equal to the cash purchase price per New Security paid by other purchasers pursuant to the Proposed Issuance. Montpelier may exercise its election by delivering a written notice to the Company during the Exercise Period, which must indicate the number of New Securities that the Investor Montpelier desires to purchase (or that its controlled Affiliate desires to purchase) and may purchase not be conditioned in the New Issuance any manner not also available to other purchasers pursuant to the immediately preceding sentenceProposed Issuance. Montpelier, if so exercising its election, shall be entitled and obligated to purchase, or to cause such other Persons it may have designated in accordance with this Section 5.01 to purchase, that number of the New Securities so offered to Montpelier specified in Montpelier’s notice on the terms and conditions set forth in the Issuance Notice; provided that, in no event shall the actual terms or conditions of the New Securities (including the price) be more favorable to other purchasers than the terms or conditions specified in Montpelier’s Issuance Notice. Montpelier’s failure to exercise its right to purchase its allotment of the New Securities during the Exercise Period shall be deemed a waiver by Montpelier of its rights under this Section 5.01 with respect to such Proposed Issuance, but not with respect to any future issuance. The closing of any purchase by Montpelier (or any of its designees) shall be consummated concurrently with the consummation of the Proposed Issuance; provided, however, in the event that either the Company or Montpelier has been advised by their respective outside counsel that the issuance of Montpelier’s Pro Rata Portion of the New Securities in full to Montpelier (or any of its designees) pursuant to this Section 5.01 would require the approval of the Company’s shareholders under the Applicable Requirements or the approval or consent of any Competent Regulatory Authority, (i) the Company shall use its reasonable best efforts to promptly obtain any such approval or consent and (ii) the closing of the Proposed Issuance shall not occur until such approvals or consents have been obtained; provided further that, if the Company has used its reasonable best efforts to obtain any required approvals or consents and such required approvals or consents have not been obtained within 180 days of the Issuance Notice, the excess amount of such New Securities to the extent otherwise triggering such approvals or consents will be excluded from the total number of New Securities that Montpelier would otherwise have a right to purchase pursuant to this Section 5.01 (which exclusion may result in Montpelier not having the right to purchase any New Securities pursuant to this Section 5.01). (bd) The Investor may elect If Montpelier fails to participate in exercise its right to purchase its allotment of the New Securities during the Exercise Period, the Company shall be free to complete the Proposed Issuance to the extent described to which Montpelier failed to exercise its right set forth in this Section 4.4(a) by delivering an irrevocable written notice 5.01 on terms no less favorable to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later including with respect to consideration) than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as those set forth in the Preemptive Rights Issuance Notice; provided that such Proposed Issuance is closed within 75 days after the expiration of the Exercise Period (subject to the extension of such 75-day period for a reasonable time not to exceed an additional 75 days to the extent reasonably necessary to obtain approvals of any Competent Regulatory Authority). In the event that the New Company has not completed such Proposed Issuance is not consummated within the such time frame described aboveperiod, the Company’s right to consummate such New Issuance shall expire and the Company shall be required not thereafter issue or sell any such New Securities without first again offering such securities to comply Montpelier in accordance with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”)5.01. (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to Upon the issuance of additional any New Securities in accordance with the provisions of this Section 4.45.01, and the Company shall deliver to Montpelier (iior any of its designees) the sale New Securities in book-entry form, which New Securities shall be duly authorized and, when issued and delivered against payment therefor, will be validly issued and fully paid and non-assessable and will be free and clear of all liens, pledges, charges, encumbrances or security interests of any such additional kind or nature. Montpelier shall deliver or cause to be delivered to the Company the aggregate Per New Security Offering Price for the New Securities under this Section 4.4(epurchased by it (or its designees) by wire transfer in immediately available U.S. federal funds to the Investor and certain other investors account designated by the Company in writing for such purpose. In the Other Private Placements event that a Proposed Issuance shall be terminated or abandoned by the Company without the issuance of any New Securities, then Montpelier’s rights pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements 5.01 shall be consummated also terminate as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankProposed Issuance. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following If, prior to the Closingearlier of the consummation of an IPO or a Sale, for so long as the Investor has a Qualifying Ownership Interest, if the Company any GSRP Entity proposes to issue any equity securities (or securities exercisable for, exchangeable for or convertible into equity securities) of any type or class for cash in a transaction that (x) results or would result in dilution of the economic interest of any GSAM Entity, or (y) any transaction not entered into in good faith and with a valid business purpose (any securities referred to in (x) or (y), “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any Securities” and each such securityissuance, a “New SecurityTriggering Event”), the Company applicable GSRP Entity shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have first offer GSAM or its designee the right to purchase for cashup to 13.7% of such New Securities. Notwithstanding the foregoing, at none of the price and on the same terms and conditions and at the same time as the New Issuance, such number of following shall constitute New Securities or a Triggering Event: the issuance of any compensatory equity or equity-based awards to employees, directors or other service providers of any GSRP Entity; an issuance in respect of the Existing Commitments; issuances pursuant to an IPO or any restructuring transactions in connection with any IPO; issuances in connection with a joint venture or similar arrangement where not less than eighty percent (80%) of such equity is issued with respect to non-cash contributions; issuances to Persons that are GSRP Restricted Parties; or a tax equity transaction. (b) GSRP shall give written notice to GSAM of any proposed Triggering Event as are required to enable it to maintain its proportionate Common Stock-equivalent interest promptly as practicable, but in the Company immediately no event later than twenty (20) Business Days prior to any such issuance the consummation of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice Triggering Event, which notice shall set forth all material terms and conditions of the New IssuanceTriggering Event, including (i) the number of (or formula for determining such number) and a description of the New Securities proposed to be issuedissued at the closing of the Triggering Event, (ii) the issue price and the maximum number pro rata portion of New Securities that the Investor which may purchase in the New Issuance be purchased pursuant to Section 10.01(a), together with reasonable supporting detail for the immediately preceding sentence. determination thereof; (biii) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated closing date of the New Issuance)Triggering Event and, setting forth if different, the number of shares the Investor wishes to purchase in issuance date for the New Issuance up Securities to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation be issued in connection with such New Issuance on therewith; (iv) the same terms as any other participant in proposed offerees or purchasers of the New IssuanceSecurities; provided, further, that in (v) the event that aggregate proposed proceeds or fair market value to be obtained by the Company is issuing more than one type or class GSRP Entities from the issuance of New Securities in connection with such Triggering Event; and (vi) the anticipated issue or exercise price per New IssuanceSecurity, together with reasonable supporting detail for the Investor participating determination thereof. GSRP shall update the information in such issuance shall be required notice promptly following any changes to acquire the same percentage material terms and conditions of all such types and classes of securitiesthe Triggering Event. (c) The closing rights of the acceptances GSAM Entities pursuant to Section 10.01(a) shall be exercisable with respect to any Triggering Event by delivery of written notice (the “Preemptive Rights Notice”) to GSRP no later than the later of (x) ten (10) Business Days after receipt of GSRP’s notice in respect of such Triggering Event pursuant to Section 10.01(b) above and (y) five (5) Business Days prior to the consummation of such Triggering Event. The Preemptive Rights Notice shall take place at specify the same time following, each as the closing(s) under definitive agreements with other participants determined in the GSAM Entities’ sole discretion: (i) whether a GSAM Entity or an Affiliate will purchase such New IssuanceSecurities (such purchaser, which in any event shall occur within ninety the “Preemptive Rights Purchaser”), and (90ii) days after the anticipated date number of such New Securities (up to its pro rata portion) to be purchased; provided, that the New Issuance as set forth GSAM Entities may update the information in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to Notice following any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates changes to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the material terms and conditions as of the Triggering Event. (d) If the GSAM Entities exercise their preemptive right pursuant to Section 10.01(a) with respect to any Triggering Event, GSAM, or an Affiliate thereof, shall purchase and GSRP shall issue to the Preemptive Rights Purchaser the New Securities specified in the Preemptive Rights NoticeNotice (i) at or approximately the same date and time as the closing of the Triggering Event or, if different, the issuance date for the New Securities to be issued in connection therewith or (ii) at such date and time as mutually agreed between GSRP and the Preemptive Rights Purchaser, in each case, subject only to the consummation of the Triggering Event and Applicable Law. (de) Notwithstanding anything to the contrary hereinin this Agreement, any GSRP Entity may issue New Securities without first offering such New Securities to GSAM or its designee or complying with the Investor shall not have any Preemptive Rights in connection with procedures of this Section 10.01, so long as GSAM receives prompt written notice of the consummation of such issuance and, within thirty (i30) any issuance days thereof, such GSRP Entity offers to GSAM or its designee the opportunity to purchase the number of New Securities GSAM or its designee would have been entitled to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements purchase pursuant to this Section 4.4 10.01 and similar provisions on the same terms and conditions as set forth in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e10.01 (including any time periods). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for a. For so long as at least twenty-five percent (25.0%) of the Investor aggregate amount of Series A Preferred Stock issued on the Original Issuance Date continues to be outstanding, each holder thereof shall be entitled to participate in each of the Corporation’s future offerings of Equity Securities and Debt Securities (other than asset-based lending or credit facilities with money-center commercial banks) (as the case may be, “Additional Securities”) in accordance with this Section A.8. Such participation will be allocable on a pro rata basis among the holders of Series A Preferred Stock according to their then-ownership of Series A Preferred Stock. Notwithstanding anything in this Certificate of Incorporation to the contrary, the Corporation shall not issue any Equity Securities or Debt Securities (other than asset-based lending or credit facilities with money-center commercial banks) without first complying with this Section A.8. b. Each time the Corporation proposes to offer any Additional Securities, the Corporation shall first offer the Additional Securities to each holder of Series A Preferred Stock in accordance with the following provisions: i. The Corporation shall deliver a notice (the “Issuance Notice”) to the holders of Series A Preferred Stock as soon as practicable after the Board has a Qualifying Ownership Interestresolved to offer such Additional Securities stating (i) its bona fide intention to offer such Additional Securities, (ii) the number of such Additional Securities to be offered, (iii) the price and terms, if the Company any, upon which it proposes to issue offer such Additional Securities and (a “New Issuance”iv) any equity (including shares the anticipated closing date of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice sale of such proposed New Issuance to the Investor Additional Securities (such notice shall be delivered no later than fifteen thirty (1530) business days prior before such anticipated closing date); and ii. By written notification delivered to the anticipated issuance Corporation within twenty (20) days after the date (of the “Preemptive Rights Issuance Notice”). The Investor shall have the right , any holder of Series A Preferred Stock may elect to purchase for cashpurchase, at the same price and on the same terms specified in the Issuance Notice, a number of Additional Securities specified in the Issuance Notice in accordance with the following. If any Additional Securities being offered are Equity Securities, a holder of Series A Preferred Stock may elect to purchase up to, as determined by such holder, a number of such Additional Securities so that immediately after the issuance of all Additional Securities then being offered, such holder’s voting power is equal to such holder’s voting power immediately prior to the issuance of such Additional Securities (voting power is based upon the number of votes such holder is entitled to cast, counting all Equity Securities held by such holder, when voting together with the Common Stock relative to the total number of votes of Common Stock, inclusive of all classes and conditions series that vote together with the Common Stock as a single class, that may be cast) (the proportion of such Equity Securities the holder is entitled to purchase, such holder’s “Pro Rata Share”). If the Additional Securities being offered are Debt Securities, a holder of Series A Preferred Stock may elect to purchase up to, as determined by such holder, a number of such Additional Securities having a principal amount (disregarding any original issuance discount) or purchase price, as applicable, equal to such holder’s Pro Rata Share. Notwithstanding the foregoing, the Corporation and the holders of at least a majority of the outstanding shares of Series A Preferred Stock may mutually agree that the holders of Series A Preferred Stock shall be entitled to purchase an amount of the Additional Securities then being offered in excess of the aggregate Pro Rata Shares of all such holders, up to the full amount of the Additional Securities being offered. c. Any Additional Securities issued pursuant to this Section A.8 to any holder of Series A Preferred Stock shall be purchased at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company sold by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation Corporation in connection with such New Issuance on issuance of Additional Securities, or, if the same terms price to be paid by a purchaser is consideration other than cash, then at a cash price which is substantially equal in value to such other consideration as any other participant determined in good faith by the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) Board. The closing of the acceptances offering of the Preemptive Rights Additional Securities shall take place at on the same time as the closing(s) under definitive agreements with other participants anticipated closing date set forth in the New IssuanceIssuance Notice, which or such later date, and on such additional or different terms, as may be mutually agreed by the Corporation and the holders of at least a majority of the outstanding shares of Series A Preferred Stock. d. Any Additional Securities included in an Issuance Notice that are not purchased by the holders of Series A Preferred Stock may be sold by the Corporation to any event shall third parties, but not on price or other material terms or conditions that are less favorable to the Corporation, either individually or in the aggregate, than those offered to the holders of Series A Preferred Stock. If the closing of the offering of Additional Securities does not occur within ninety one hundred twenty (90120) days after the anticipated date delivery of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New , such Issuance is not consummated within the time frame described aboveNotice shall be void, the Company’s right to consummate such New Issuance shall expire and the Company Corporation shall once again be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New IssuanceA.8 by re-offering any, the Company shall issue certificates or different, Additional Securities to the Investor promptly following payment by the Investor holders of the purchase price for such exercise Series A Preferred Stock in accordance with the terms and conditions as specified in the Preemptive Rights Noticethis Section A.8. (d) Notwithstanding anything to the contrary herein, the Investor e. The rights of holders of Series A Preferred Stock under this Section A.8 shall not have any Preemptive Rights in connection with apply to: (i) the conversion of Series A Preferred Stock; (ii) the exercise of any compensatory options to acquire Common Stock outstanding on the date this Certificate of Incorporation is filed with the Secretary of State of the State of Delaware; (iii) the issuance of Common Stock, stock awards or options under or the exercise of any options granted pursuant to, any employee stock option or similar employee incentive or benefit plan for the issuance of stock awards, options or capital stock of the Corporation approved by the Board; (iv) the issuance of shares of Common Stock or Preferred Stock pursuant to a stock split, stock dividend, combination or subdivision of the outstanding shares of Common Stock or Preferred Stock (as the case may be) approved by the Board; (v) any offering of Additional Securities expressly waived in writing by the holders of at least a majority of the outstanding shares of Series A Preferred Stock, which waiver may be given in such holders sole and absolute discretion; (vi) any registered public offering of Common Stock; or (vii) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”)Securities. (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following If the ClosingCompany or any of its Subsidiaries shall propose to issue and sell any new Class A Units or other Equity Securities of any kind, for so long as the Investor has a Qualifying Ownership Interest, or if the Company proposes or any of its Subsidiaries shall propose to issue (a “New Issuance”) and sell securities convertible into or exercisable or exchangeable for Class A Units or any equity (including shares other Equity Securities of Common Stock the Company or shares any of Company Preferred Stock)its Subsidiaries, or any securitiessecurities of any type whatsoever that are, options or debt that are may become, convertible into any Equity Security of the Company or exchangeable into equity or that include an equity component any of its Subsidiaries, in each case other than Excluded Securities, after the date hereof (any such securitycollectively, a the “New SecurityAdditional Equity Securities”), each Class A Member that, collectively with its Affiliates and Approved Funds, holds 5% or more of the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date issued and outstanding Units (the “Preemptive Rights NoticeQualifying Class A Members”). The Investor ) shall have the right to purchase for cash, at the price and (on the same terms and conditions and at the same time as the New Issuance, such Company proposes to issue the Additional Equity Securities) that number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Additional Equity Securities (the “Preemptive AmountPro rata Portions”). The Preemptive Rights Notice shall set forth all material terms and conditions ) equal to the product of (y) the New Issuance, including the total number New of Additional Equity Securities proposed to be issued, multiplied by (z) a fraction, the issue price numerator of which is the number of Class A Units held by such Member (directly or indirectly), and the maximum denominator of which is the aggregate number of New Securities that Class A Units outstanding at such time. For the Investor may purchase in avoidance of doubt, the New Issuance calculation of the “Qualifying Members” shall include Units issued pursuant to the immediately preceding sentenceManagement Incentive Plan and shall exclude Units allocated to the Management Incentive Plan that have not yet been issued. (b) At least fifteen (15) days prior to any proposed issuance of Additional Equity Securities, the Company shall deliver a written notice of such issuance (the “Preemptive Offer”) to each Qualifying Class A Member, specifying in reasonable detail the amount, type and terms of such Additional Equity Securities. The Investor Preemptive Offer shall by its terms remain open for a period of ten (10) days from the date of delivery thereof (the “Acceptance Period”) and shall specify the date on which the Additional Equity Securities may be purchased by the Qualifying Class A Members, which date shall be at least fifteen (15) but not more than ninety (90) days from the date of the Preemptive Offer. Each Qualifying Class A Member may elect to participate in purchase all or a portion of the New Issuance Additional Equity Securities that such Member is entitled to purchase pursuant to the extent described in Section 4.4(a) Preemptive Offer by delivering an irrevocable providing written notice thereof to the Company within the 10-day period set forth above, including in such written notice the maximum number of Additional Equity Securities it intends to purchase. Each Qualifying Class A Member that elects to purchase or acquire all of the Additional Equity Securities available to it (each, a “Fully Exercising Member”) shall have the additional right (the “Additional Purchase Right”) to offer in its notice of exercise to purchase any or all of the Additional Equity Securities not accepted for purchase by any other Qualifying Class A Member, in which event such Additional Equity Securities not accepted by any other Qualifying Class A Member shall be deemed to have been offered to and accepted by the date specified by the Company Fully Exercising Members exercising such Additional Purchase Right in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes proportion to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance their relative Pro rata Portions on the same terms and at the same price per Additional Equity Security as any other participant those specified in the New Issuance; providedPreemptive Offer, further, that but in the no event that the Company is issuing more than one type or class shall any Fully Exercising Member exercising its Additional Purchase Right be allocated a number of New Additional Equity Securities in connection with excess of the maximum number such New Issuance, the Investor participating Fully Exercising Member has offered to purchase in such issuance shall be required to acquire the same percentage its notice of all such types and classes of securitiesexercise. (c) The closing If all of the acceptances Additional Equity Securities are not elected to be purchased as provided in Section 3.7(b), the Company may, during a period of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after following the anticipated date expiration of the New Issuance as Acceptance Period, sell or issue the remaining unsubscribed portion of Additional Equity Securities to any Person at a price not less than, and upon the terms set forth in in, the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights NoticeOffer. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors The closing of the Company pursuant to management or employee incentive programs or plans approved by sale of the Board of Directors Additional Equity Securities (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Additional Equity Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 3.7(b) and similar provisions in the other stock purchase agreements in the Other Private Placements Section 3.7(c)) shall be consummated held at such place and on such date as promptly as is practicable determined by the Company, but in any no event no later than ninety (90) days subsequent (or longer, if reasonably necessary to comply with applicable Requirements of Law) after the date on which expiration of the Acceptance Period. If the Company consummates has not sold the Expedited Issuance under Additional Equity Securities, or entered into an agreement to sell the Additional Equity Securities within such 90-day period (or longer, if reasonably necessary to comply with applicable Requirements of Law), the Company shall not thereafter issue or sell such Additional Equity Securities to any Transferee without again complying with the provisions of this Section 4.4(e). 3.7. (e) Notwithstanding anything to the contrary hereinin this Section 3.7, the consent Board of Directors may, in its reasonable discretion, cause the purchasers of such New Company to issue Additional Equity Securities shall not be required in connection with prior to giving any Expedited Issuance undertaken at notice or the written direction expiration of the applicable federal regulator waiting periods described in Section 3.7(b) so long as, within sixty (60) days following such issuance, the Fully Exercising Members receive the benefits of this Section 3.7 they would have received had the Company waiting periods been complied with; provided, however, that such Preemptive Offer shall by its terms remain open for a period of ten (10) days from the date of delivery thereof; provided, further, that nothing in this Section 3.7(e) shall require that any previously issued Additional Equity Securities be transferred or the Bankredeemed. (f) In addition, the Investor shall not have Each Qualifying Class A Member may transfer its rights under this Section 3.7 to any Preemptive Rights in connection with any issuance Permitted Transferee of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the CodeMember.

Preemptive Rights. (a) Following Pacific Life shall, until the Closingfifth (5th) anniversary of the Closing Date, for so long as the Investor has a Qualifying Ownership InterestPacific Life owns any Shares, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock Warrants or shares of Company Preferred Stock)Warrant Shares, or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase additional shares of Prison Realty's Common Stock, or securities convertible into or exchangeable for cashsuch common stock (including without limitation, at the price warrants, options or convertible stock or debt) in any issuance of securities by Prison Realty other than issuances of securities described in Section 7.10(c) hereof in a pro rata amount and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it called for by each future issuance (or as nearly as may be practicable in the event the Investors cannot comply with such terms and conditions). For the purposes of this Section 7.10, the term "pro rata amount" shall mean such amount as will allow each Investor to maintain its proportionate then existing percentage ownership of Prison Realty's Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities Stock on a fully converted basis (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions including its fully diluted ownership resulting from ownership of the New Issuance, including the number New Securities proposed to be issued, the issue price Shares and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentenceWarrants). (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable In connection with this preemptive right, Prison Realty shall provide written notice to the Company by the date specified by the Company in the Preemptive Rights Notice Pacific Life within fifteen (which shall be no later than three (315) business days following the end of each fiscal quarter of Prison Realty of all issuances by Prison Realty giving rise to preemptive rights during such fiscal quarter. Pacific Life shall then provide written notice to Prison Realty of the extent to which its is exercising its preemptive rights and close any transaction relating to the exercise of preemptive rights hereunder on or before the anticipated date twentieth (20th) business day following receipt of such notice by Prison Realty. Any preemptive right not exercised by the New Issuance)end of such period will expire, setting forth the number lapse and be of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securitiesno effect. (c) The closing This Section 7.10 shall not apply to (w) securities issued to persons who are directors or employees of Prison Realty pursuant to any benefit plan, (x) securities issued by Prison Realty upon the conversion of convertible debt issued by Prison Realty as of the acceptances Closing Date, (y) securities issued as consideration for a "business combination" by Prison Realty, so long as such consideration has a fair market value of less than $50 million and such shares are issued at fair market value, or (z) the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants issuance and sale of securities in the New Issuance, which in any event shall occur within ninety (90) days after Rights Offering or issued upon the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such conversion or exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with securities. For the provisions purposes of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.this

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership InterestPrior to an Initial Public Offering, if the Company proposes wishes to issue (a “New Issuance”) any additional equity securities of the Company (including shares of Common Stock securities exercisable for or shares of Company Preferred Stock), convertible into equity securities) or any securities, options Subsidiary of the Company wishes to issue additional equity securities of such Subsidiary (including securities exercisable for or debt that are convertible or exchangeable into equity securities) to any Person (including the KKR Stockholders or that include an equity component the Walgreens Stockholders) other than the Company or a wholly owned Subsidiary of the Company, the Board shall consider the terms and conditions of such proposed issuance and thereafter the Company shall deliver to each Stockholder (any such securityeach, a “New SecurityParticipating Stockholder”), or, collectively, the Company shall provide “Participating Stockholders”) a written notice of such proposed New issuance (an “Issuance to the Investor no later than fifteen Notice”) at least twenty (1520) business days Business Days prior to the anticipated date of the proposed issuance date (the period from the effectiveness pursuant to Section 5.6 of such Issuance Notice until the expiration of such twenty (20) Business Day period, the “Preemptive Rights NoticeSubscription Period”). The Investor Each Issuance Notice shall have include, to the right extent applicable, (i) the identity of the issuer, (ii) the amount, kind and terms of the equity securities to purchase for cashbe included in the issuance, at (iii) the price and on of the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required equity securities to enable it to maintain its proportionate Common Stock-equivalent interest be included in the Company immediately prior to any such issuance of New Securities and (iv) the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuanceproposed issuance date, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentenceif known. (b) The Investor may elect to participate in Each Participating Stockholder shall have the New Issuance to option, exercisable at any time during first fifteen (15) Business Days of the extent described in Section 4.4(a) Subscription Period by delivering an irrevocable written notice to the Company by the date specified by the Company (except as otherwise provided in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance 3.7) and on the same terms as those of the proposed issuance of such additional equity securities (including the number or amount, as applicable, of equity securities issuable upon exercise or conversion of any other participant in security), to irrevocably subscribe for such number or amount, as applicable, of equity securities up to an amount equal to the New Issuanceproduct of (i) the number or amount of any such additional equity securities (including securities exercisable for or convertible into equity securities) to be offered and (ii) a fraction the numerator of which is the number of Shares owned by such Stockholder and the denominator of which is the total number of Shares owned by all of the Stockholders (the “Preemptive Percentage”); provided that each Stockholder’s Preemptive Percentage shall be reduced, ratably among all Stockholders, if any Person (who is not a Stockholder) has a contractual preemption right with respect to such issuance that is exercisable together with the preemption right granted to the Stockholders herein; provided, further, that if such Person waives or otherwise does not exercise its preemption right in connection with an issuance, the Company may (but shall not be obligated to) extend such preemption right ratably to the Stockholders hereunder. Each Participating Stockholder who does not exercise such option in accordance with the above requirements shall be deemed to have waived all of such Participating Stockholder’s rights with respect to such issuance. In the event that any Participating Stockholder does not elect to purchase its aggregate Preemptive Percentage of the additional equity securities (including securities exercisable for or convertible into equity securities), the Company is issuing shall deliver to each Participating Stockholder (other than any declining Participating Stockholders or any Participating Stockholder who elects to purchase less than the full amount offered to it (collectively, the “Declining Stockholders”)) a written notice thereof not later than the seventeenth (17th) Business Day of the Subscription Period, including the number or amount, as applicable, of equity securities which were subject to the purchase right of the Declining Stockholder(s) and which were not elected to be purchased by such Declining Stockholder(s), and each other Participating Stockholder may subscribe for not more than one type or class its Preemptive Percentage (but calculated using the Preemptive Percentage of New Securities in connection with such New IssuanceStockholder relative to all other Participating Stockholders who are not Declining Stockholders) of such declined equity securities by delivering an irrevocable written notice to the Company before the expiration of the Subscription Period. Any Stockholder that has elected to purchase the entire amount offered to it pursuant to this Section 3.7(b) may propose to the Board and the other Stockholder to change the terms and conditions of the proposed issuance of such additional equity securities (for example, the Investor participating in it may propose that such issuance shall will be required in the form of debt instead of equity) but any such changed terms and conditions will be subject to acquire the same percentage requisite approval of all such types and classes of securitiesthe Board in accordance with Section 2.4(a). (c) The closing If at the end of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days 180th day after the anticipated date of the New Issuance effectiveness of the notice contemplated by Section 3.7(a) (as such period may be extended to obtain any required regulatory approvals), the Company or its Subsidiary, as applicable, has not completed the issuance, each Participating Stockholder shall be released from such Participating Stockholder’s obligations under the written commitment, the notice shall be null and void, and it shall be necessary for a separate notice to be furnished, and the terms and provisions of this Section 3.7 separately complied with, in order to consummate such issuance. (d) Each Participating Stockholder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each issuance pursuant to this Section 3.7. (e) Notwithstanding the requirements of this Section 3.7, the Company or its Subsidiary, as applicable, may proceed with any issuance that would otherwise be subject to this Section 3.7 prior to having complied with the provisions of this Section 3.7; provided that the Company or its Subsidiary, as applicable, shall: (i) provide to each Stockholder in connection with such issuance (A) prompt notice of such issuance (which notice, in any event, shall be provided not later than ten (10) Business Days after such issuance) and (B) the notice described in Section 3.7(a) in which the actual price of the equity securities shall be set forth forth; (ii) within a reasonable period of time following such notice, offer to issue (or have Transferred) to each Stockholder such number or amount of securities of the type issued in the Preemptive Rights Notice. In issuance as may be requested by such Stockholder (not to exceed the event that number or amount of such securities which is sufficient to give such Stockholder the New Issuance is not consummated within same fractional interest in the time frame described aboveCompany, and/or indirect interest in the Company’s right Subsidiaries, giving effect to consummate such New Issuance shall expire issuance and any further issuances pursuant to this Section 3.7(e), as it would have had if the Company shall be required had served a notice pursuant to, and such Stockholder had exercised its rights in full under, Sections 3.7(a) and 3.7(b) prior to comply the issuance) on the same economic terms and conditions with respect to such securities as the subscribers in the issuance received; and (iii) keep such offer open for a period of twenty (20) Business Days, during which period, each such Stockholder may accept such offer by sending an irrevocable written acceptance to the Company or its Subsidiary, as applicable, committing to purchase in accordance with the procedures set forth in Section 3.7(b), an amount of such securities (not to exceed the amount specified in the offer made pursuant to Section 3.7(e)(ii)). (f) The provisions of this Section 4.4 prior 3.7 shall not apply to issuances by the Company or any Subsidiary of the Company as follows: (i) Subject to the provisos at the end of the first sentence of Section 3.7(b), any issuance of securities pursuant to any subsequent New Issuance. At third party contractual right outstanding on the consummation Closing Date or created after the Closing Date in a transaction that complied with the provisions of this Agreement; (ii) any New Issuance, the Company shall issue certificates issuance of securities pursuant to the Investor promptly following payment by the Investor of the purchase price for such exercise Initial Management Equity Program or any other Management Equity Program adopted in accordance with the terms and conditions as specified in the Preemptive Rights Notice.provisions of this Agreement; (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (iiii) any issuance of New Securities to management, consultants, employees, officers securities: (A) in any direct or directors of indirect business combination or acquisition transaction involving the Company pursuant to management or employee incentive programs or plans approved by the Board any of Directors (including any such programs or plans in existence on the date hereof)its Subsidiaries, (iiB) in connection with any issuancejoint venture or partnership or (C) to financial institutions, delivery commercial lenders or sale other debt investors, broker/finders or any similar party, or their respective designees in connection with the incurrence or guarantee of New Securities indebtedness by the Company or any of its Subsidiaries; (iv) the issuance of Shares (of any class) to any person as consideration the Stockholders or otherwise, in each case, in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) Closing; any issuance of New Securities securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock equity interest or recapitalization approved by the Board governing body of Directors (any the entity making such issuance, an “Exempted Issuance”).; or (ev) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause securities in an “ownership change” within the meaning of Section 382 of the CodeInitial Public Offering.

Preemptive Rights. (a) Following 6.1 If, prior to the ClosingPreemptive Rights Disqualifying Date, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “any New Issuance”) Securities to any equity (including shares of Common Stock Person or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)Persons, the Company shall provide will, as promptly as practicable thereafter and in any event within six months of the issuance of such New Securities, deliver to the holders of Series A Preferred and Series B Preferred a written offer (the “Preemptive Rights Offer”) to issue additional New Securities having the same terms and purchase price as such New Securities (the “Additional New Securities”) to any such holders that are Qualified Participants in order to permit the Qualified Participants to maintain their Pro Rata Amounts (after giving effect to the issuance of the New Securities). The Preemptive Rights Offer will state (i) the amount of New Securities issued and the amount of Additional New Securities to be issued, (ii) the terms of the Additional New Securities, (iii) the purchase price of the Additional New Securities, and (iv) any other material terms of the proposed issuance. The Preemptive Rights Offer will remain open and irrevocable for a period of 30 days from the date of its delivery (the “Preemptive Rights Period”). 6.2 Each Qualified Participant may accept the Preemptive Rights Offer by delivering to the Company a written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have ) within the right to purchase for cashPreemptive Rights Period, at the price and on the same terms and conditions and at the same time which notice will contain such certifications as the New Issuance, such number of New Securities as are required Company may require in order to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”)confirm Qualified Participant status. The Preemptive Rights Notice shall set forth all material will state the number of New Securities such Qualified Participant desires to purchase, which amount may not exceed the number of Additional New Securities that such Qualified Participant is entitled to purchase under Section 6.1. 6.3 The issuance of Additional New Securities to the Qualified Participants will be made on a Business Day, as designated by the Company, not less than ten nor more than 30 days after expiration of the Preemptive Rights Period on terms and conditions of the New Issuance, including Preemptive Rights Offer consistent with this Article VI (the number New Securities proposed to be issueddate of such issuance, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the “Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive RightsDate”), . At the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances issuance of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the Additional New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right Securities to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New IssuanceQualified Participants, the Company shall issue will deliver certificates to the Investor promptly following or other instruments evidencing such Additional New Securities against payment by the Investor of the purchase price for therefor, and such exercise in accordance with Additional New Securities will be issued free and clear of all liens, claims and other encumbrances (other than those attributable to actions by the terms and conditions as specified in purchasers thereof). At such closing, all of the Preemptive Rights Notice. (d) Notwithstanding anything parties to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved transaction will execute such additional documents as are deemed by the Board of Directors (including any such programs to be necessary or plans appropriate in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”)its sole discretion. (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Subject to the Closingterms and conditions of this Section 7.7 and applicable Securities Laws, for so long from and after the Closing Date until such time as the Investor has a Qualifying Ownership Interestno Convertible Notes remain outstanding, if any Issuer Group Entity issues, sells, or authorizes the Company proposes sale of any New Securities other than to issue the Issuer or a wholly-owned Issuer Group Entity (a “New Securities Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company Issuer shall provide offer a portion of such New Securities (and if more than one class of securities is included in the New Securities, then a portion of the amount of each such class of securities included in the New Securities) to each Investor equal to such Investor’s Proportionate Share before giving effect to such New Securities Issuance. (b) The Issuer shall give prompt written notice of such proposed New Issuance to the Investor (but in no event later than fifteen (15) business days Business Days prior to the anticipated issuance date of any New Securities in the applicable New Securities Issuance) to each Investor, setting forth the type and estimated number (which may be a range) of such New Securities to be issued, the estimated price per New Security (which may be a range), the estimated issuance date, and all of the other material terms and conditions of such issuance to the extent then known by the Issuer (the “Preemptive Rights Initial Offer Notice”). The Issuer shall provide each Investor shall have with written notice of the right final terms of the issuance of such New Securities described in the Initial Offer Notice on or prior to the fifth (5th) Business Day prior to the issuance of such New Securities (the “Final Offer Notice”). (c) By notification to the Issuer (an “Election Notice”) within fifteen (15) Business Days after the Final Offer Notice is given, each Investor may elect to purchase for cashor otherwise acquire a number of New Securities up to its Proportionate Share, at the price and on the same terms specified in the Final Offer Notice. On and conditions and at after the same time as issuance date set forth in the Final Offer Notice, the Issuer shall be permitted to proceed with the closing of the sale of such New IssuanceSecurities to the applicable third party(ies); provided, that if such closing has not occurred within thirty (30) days following the issuance date set forth in the Final Offer Notice (it being agreed that an Investor making an election to purchase New Securities in response to a Final Offer Notice providing a range for the estimated number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in or estimated range of price per New Security may proffer an election that is conditioned upon, or limited by, the Company immediately prior to any such issuance actual price per New Security or actual number of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New IssuanceSecurities, including the number New Securities proposed in each case, to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance Issuer shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to again comply with the procedures set forth in this Section 4.4 prior to any subsequent 7.7 as though such New Securities Issuance were a new New Securities Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) If an Investor exercises its preemptive rights hereunder with respect to such New Securities Issuance, the Issuer shall (or shall cause such Subsidiary to) issue to such Investor (or its designated Affiliate(s)) the number of securities specified in such Investor’s Election Notice promptly thereafter; provided, that if such Investor shall have so notified the Issuer at least three (3) Business Days prior to the issuance date set forth in the Final Offer Notice, such purchase and sale shall occur on the same date as, or substantially concurrently with, the New Securities Issuance. (e) The election by any Investor not to exercise its preemptive rights hereunder in any one instance shall not affect its rights with respect to future New Securities Issuances. (f) Notwithstanding anything to the contrary hereinin this Agreement, in the event that any Investor exercises its preemptive rights pursuant to this Section 7.7 and the purchase or issuance of such New Securities would require the applicable Issuer Group Entity to obtain approval of its stockholders pursuant to the listing rules of Nasdaq or such national securities exchange upon which such New Securities are listed, if any, then the applicable Issuer Group Entity and the Investor will use their respective commercially reasonable efforts to negotiate the terms of any such transaction in good faith, including, without limitation, the Investor shall not have terms of any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company issued pursuant to management or employee incentive programs or plans approved by such transaction to the Investor, such that the issuance to the Investor would not require such stockholder approval while providing the Investor and/or its Affiliates with substantially similar benefits and rights of such securities issued in the New Securities Issuance. (g) Notwithstanding Section 7.7(a) to Section 7.7(f), if the Board of Directors (including any of the Issuer reasonably determines that it is necessary or advisable to issue securities of such programs or plans in existence on Issuer Group Entity that would otherwise be required to be offered to the date hereof), (ii) any Investors under this Section 7.7 prior to their issuance, delivery or sale of New Securities by the Company to any person as consideration in connection such Issuer Group Entity may issue such securities without first complying with this Section 7.7; provided, that within thirty (but not in connection with raising capital to fund30) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any days after such issuance, an “Exempted Issuance”). (e) Notwithstanding such Issuer Group Entity offers each Investor the foregoing provisions of this Section 4.4, if a majority of opportunity to purchase the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale number of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided Equity Securities that (i) the purchaser(s) of such New Securities has consented in writing Investor would be entitled to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements purchase pursuant to this Section 4.4 and similar provisions 7.7 by sending written notice to the Investors, which notice shall contain the information required in the other stock purchase agreements in Initial Offer Notice. In the Other Private Placements event of an offer made by any Issuer Group Entity pursuant to this Section 7.7(g), the timing and procedures for the exercise period and closing of such offer shall be consummated the same as promptly those set forth in Section 7.7(a) to Section 7.7(f), with appropriate modifications to reflect the post-issuance delivery of the notice as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under contemplated by this Section 4.4(e7.7(g). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following 19.1 In the Closing, for so long as the Investor has a Qualifying Ownership Interest, if event that the Company proposes determines to issue (a “New Issuance”) any equity (including shares of Common Stock or other securities or instruments convertible into shares of Company Preferred StockCommon Stock (“Equity Securities”), or any securitiesother than Excluded Securities (as defined below) (such Equity Securities excluding Excluded Securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a the “New SecurityProposed Securities”), the Company shall provide written notice of such proposed New Issuance (a “Preemptive Rights Notice”) thereof to the Investor no later than fifteen Investors so long as the Investors (15together with its controlled affiliates) beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold. The Preemptive Rights Notice must be delivered to the Investors at least five (5) business days prior to the anticipated date of such issuance and shall set forth a summary of the material terms of such Proposed Securities, including the amount of Proposed Securities to be issued, the purchase price therefor and the date (the “Preemptive Rights Notice”)of issuance of such Proposed Securities. The Each Investor shall have the right (a “Preemptive Right”) to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities a portion (the “Preemptive AmountPro Rata Portion”). The Preemptive Rights Notice shall set forth all material terms and conditions ) of the New Issuance, including Proposed Securities equal to up to the number New of Proposed Securities proposed to be issuedissued multiplied by a fraction, the issue price and numerator of which the maximum number of New Securities that shares of Common Stock owned by such Investor at the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in time of the Preemptive Rights Notice (which shall be no later than three (3) business days before assuming, for these purposes, the anticipated date conversion or exercise of any securities of the New IssuanceCompany that are convertible into or exercisable for shares of Common Stock, including the Warrants), setting forth and the denominator of which is the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided of Common Stock that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms are issued and outstanding as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances date of the Preemptive Rights Notice. Each Investor that desires to exercise its Preemptive Rights hereunder must exercise such Preemptive Right within five (5) business days after receipt of the Preemptive Rights Notice from the Company, and any failure to exercise such Preemptive Right within such time period shall take place at be deemed a waiver of the same time as Preemptive Right in respect of the closing(s) under definitive agreements with other participants Proposed Securities referred to in the New Issuancerelated Preemptive Rights Notice. 19.2 Upon the expiration of the offering periods described above, which in any event shall occur within the Company will be free to sell such Proposed Securities that the Investors have not elected to purchase during the ninety (90) days after following such expiration on terms and conditions not materially more favorable to the anticipated date of the New Issuance as set forth in the Preemptive Rights Noticepurchasers thereof than those offered to such Investors. In the event Any Proposed Securities that the New Issuance is Investors do not consummated within the time frame described above, the Company’s right elect to consummate such New Issuance shall expire purchase and that are offered or sold by the Company shall after such ninety (90)-day period must be required reoffered to comply with the procedures Investors pursuant to the terms hereof. 19.3 Notwithstanding anything to the contrary set forth in this Section 4.4 19, the Company may offer and sell Proposed Securities without prior notice to any subsequent New Issuance. At the Investors if the Company has been advised by an investment bank, underwriter, placement agent or other financial advisor that compliance with the terms of Section 19.1 could reasonably be expected to jeopardize the ability of the Company to consummate such offering; provided, however, that, subject to the rules and regulations of the Commission and the Nasdaq Stock Market LLC, immediately following the consummation of the applicable offering, each Investor shall have the right thereafter to purchase up to a number of Proposed Securities such that the Investors own the same percentage of the outstanding Common Stock of the Company that they (and their affiliates) owned immediately prior to such offering giving rise to the Preemptive Rights described herein (assuming any New Issuanceconvertible securities held by the Investors and their affiliates (including the Warrants) have been exercised) on the same general terms, conditions and price provided for in the applicable offering and under the same conditions and within the timeframe set forth in Section 19.1. 19.4 For purposes hereof, “Excluded Securities” means (a) any shares of capital stock of the Company issued as a dividend or distribution on any outstanding shares of capital stock thereof, (b) any shares of Common Stock or options or other rights to acquire shares of Common Stock issued or granted to employees, service providers, officers, directors, managers of, or contractors, consultants or advisors to, the Company shall issue certificates or any of its Subsidiaries pursuant to incentive, service or employment agreements, equity purchase or equity option plans, equity bonuses or awards, warrants, contracts or other arrangements that are approved by the Board, (c) any shares of capital stock issued by the Company upon the exercise or conversion of warrants to purchase capital stock of the Company or other convertible securities (i) outstanding immediately prior to the Investor promptly following payment by Closing or (ii) issued after the Investor of the purchase price for such exercise Closing pursuant to an exemption from this Section 19 or otherwise in accordance compliance with the terms and conditions as specified in the Preemptive Rights Notice. this Section 19, (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights shares of Common Stock or securities convertible into or exercisable for shares of Common Stock that are issued in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors bona fide third party debt financing of the Company that is approved by the Board, and (e) any shares of Common Stock or securities convertible into or exercisable for shares of Common Stock that are issued as consideration (and not financing) pursuant to management the acquisition of another person that is not an affiliated of the Company or employee incentive programs any of its Subsidiaries by the Company or plans any of its Subsidiaries or a license, collaboration, distribution or similar commercial arrangement entered into by the Company or any of its Subsidiares with a person that is not an affiliate of the Company or any of its Subsidiaries and that is approved by the Board of Directors (including other than any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with arrangement primarily for capital-raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”purposes). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (ai) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number its Pro Rata Amount of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Company may, from time to time, propose to sell and issue. In the event the Company proposes to issue any New Securities, it shall give the Investor may written notice at least five (5) business days before such issuance, describing the type of New Securities, a good faith estimate of the price and number of shares (or principal amount) and its good faith estimate of the general terms upon which the Company proposes to issue the same. The Investor shall have five (5) business days from the date of receipt of any such notice to agree to purchase in the New Issuance pursuant up to the immediately preceding sentence. (b) The Investor may elect amount of New Securities equal to participate in the its Pro Rata Amount of such New Issuance to the extent described in Section 4.4(a) Securities by delivering an irrevocable giving written notice to the Company by the date Company, at its principal office or such other address as may be specified by the Company in its written notice to the Preemptive Rights Notice (which shall be no later than three (3) business days before Investor, of its intention to purchase such New Securities at the anticipated date initial closing of the sale of New Issuance), setting forth Securities and the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, Securities that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required it intends to acquire the same percentage of all such types and classes of securitiespurchase. (cii) The closing In the event the Investor fails to exercise in full its right of the acceptances of the Preemptive Rights shall take place at the same time as the closing(sparticipation within said five (5) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance business day period as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described clause (i) above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall have thirty (30) days thereafter to sell additional amounts of New Securities respecting which its option was not exercised, on substantially similar terms as those specified in the Company's notice. The Company shall not issue certificates or sell any additional amounts of New Securities after the expiration of such thirty (30)-day period without first offering such securities to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Noticemanner provided above. (diii) Notwithstanding anything to the contrary hereinFor purposes of this Agreement, the Investor shall not have any Preemptive Rights in connection with (i) "New Securities" shall mean any issuance shares of New Securities to management, consultants, employees, officers or directors capital stock of the Company Company, whether or not now authorized, and securities of any type whatsoever that are, or may become, convertible into or exchangeable or exercisable for shares of capital stock, other than (A) securities issued pursuant to management an offering registered under the Securities Act; (B) the Warrant (and Common Stock issuable upon exercise thereof); (C) securities issued pursuant to the Company's bona fide acquisition of another corporation by merger, combination, exchange offer, purchase of substantially all assets or employee incentive programs or plans other reorganization, which acquisition has been approved by the Board of Directors Board; (including any such programs or plans in existence on the date hereof), (iiD) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities securities issued in connection with any stock split, stock dividend paid on a proportionate basis to all holders or recapitalization of the affected class Company, and (E) securities issued pursuant to options and warrants in existence on the date hereof, securities issued upon exercise of capital employee stock or recapitalization approved by options granted in the Board ordinary course of Directors (any such issuancebusiness, an “Exempted Issuance”). (e) Notwithstanding and securities issued pursuant to the foregoing provisions of this Company's dividend reinvestment plan and employee stock purchase plan under Section 4.4, if a majority 423 of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4Internal Revenue Code, and (ii) "Pro Rata Amount" shall mean, at any time, with respect to the sale Investor, the ratio of any such additional New Securities under this Section 4.4(e(i) the number of shares of Common Stock held by the Investor (including shares of Common Stock underlying the Warrant at the date of determination) to (ii) the Investor total number of shares of Common Stock issued and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety outstanding (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(ea fully-diluted basis). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following From and after the Closingdate that the Common Stock of the Company is no longer registered under sections 12(b), for so long as 12(g), or 15(d) of the Investor has a Qualifying Ownership InterestExchange Act, if the Company proposes to sell or otherwise issue new Common Equivalent Shares (in connection with which Holders would not be entitled to an adjustment to the numbers of Warrant Shares pursuant to ARTICLE IV) (a “New Preemptive Rights Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor each Significant Person shall have the right to purchase for cashacquire up to that number or amount of such new Common Equivalent Shares, at the price and on upon substantially the same terms and conditions as such new Common Equivalent Shares are to be sold or otherwise issued by the Company, as shall enable such Significant Person to maintain, assuming the conversion of all Convertible Securities in accordance with their terms, the percentage equity interest of such Significant Person in the Company, assuming conversion of all Convertible Securities in connection with their terms, immediately prior to such sale or other issuance of new Common Equivalent Shares. (b) In the event that the Company proposes to undertake a Preemptive Rights Issuance, the Company shall give written notice to the Warrant Agent on behalf of the Holders (who shall provide such notice to each Significant Person) (the “Company New Securities Notice”) of its intention, stating (i) the type of new Common Equivalent Shares, (ii) the purchase price, number, and general terms upon which the Company proposes to issue or sell such new Common Equivalent Shares, and (iii) the estimated or actual closing date, as applicable, of the sale or issuance of new Common Equivalent Shares. The Company New Securities Notice shall be provided at least twenty (20) Business Days prior to the first closing of the proposed sale or issuance. Each Significant Person shall have the right, for a period of fifteen (15) Business Days after receipt of the Company New Securities Notice (the “New Securities Acceptance Period”), to agree to purchase up to its pro rata share of such new Common Equivalent Shares at the same time as purchase price and on the terms stated in the Company New Securities Notice. Such acceptance shall be made by delivering a written notice to the Company and the Warrant Agent within the New Issuance, such Securities Acceptance Period specifying the number of New new Common Equivalent Shares that such Significant Person shall purchase. For purposes of this Section 3.10, the “pro rata share” of a Significant Person shall mean the number or amount of new Common Equivalent Shares which shall enable such Significant Person to maintain, assuming the conversion of all Convertible Securities as are required to enable it to maintain its proportionate Common Stock-equivalent in accordance with their terms, the percentage equity interest of such Significant Person in the Company immediately prior to any such sale or other issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securitiesnew Common Equivalent Shares. (c) The closing In the event the Company delivers the Company New Securities Notice in accordance with Section 3.10(b), the Company shall have a period of sixty (60) Business Days (the acceptances of “New Securities Sale Period”) from the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth first closing or issuance specified in the Preemptive Rights Company New Securities Notice to sell to third parties all such new Common Equivalent Shares not purchased by Significant Persons pursuant to this Section 3.10 at a price and upon general terms no more favorable to the purchasers thereof than the price and terms specified in the Company New Securities Notice. In the event that the Company has not sold all such new Common Equivalent Shares within the New Issuance is not consummated within the time frame described aboveSecurities Sale Period, the Company’s right to consummate such New Issuance shall expire and then the Company shall not thereafter make any Preemptive Rights Issuance without first offering such new Common Equivalent Shares to be required sold or issued pursuant to comply the Preemptive Rights Issuance to the Significant Persons in accordance with the procedures set forth in this Section 4.4 prior 3.10. (d) If the purchase price in connection with any Preemptive Rights Issuance includes consideration other than cash, then the Significant Persons exercising their preemptive rights pursuant to this Section 3.10 shall pay to the Company, in lieu of paying such non-cash consideration, an amount in cash equal to the fair market value of such non-cash consideration as of the date such non-cash consideration would have been delivered in exchange for such new Common Equivalent Shares, as determined by an independent, nationally recognized investment bank selected by the Company. (e) The closing of any subsequent Preemptive Rights Issuance shall take place at such time and place as specified in the Company New IssuanceSecurities Notice. At the consummation closing of any New Preemptive Rights Issuance, the Company shall issue certificates and deliver to the Investor promptly following payment by the Investor of the purchase price for each Significant Person, if such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidationsecurities are certificated, stock swap, sale of assets or securities, or otherwise), certificates (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4or, if a majority applicable, executed agreements) representing that number of the directors of the Board of Directors determines fully paid and nonassessable new Common Equivalent Shares that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities each Significant Person has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements purchased pursuant to this Section 4.4 3.10 free and similar provisions in the other stock purchase agreements in the Other Private Placements clear of any liens or encumbrances, and, if such securities are uncertificated (and are permitted to be uncertificated under Applicable Law), deliver such uncertificated securities free and clear of any liens or encumbrances, and each such Significant Person shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent pay to the date on which Company by wire transfer of immediately available funds the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of aggregate consideration for such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Banknew Common Equivalent Shares. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Subject to Section 4.04(e), until the Closing, for so long as the Investor has earlier of a Qualifying Ownership InterestQualified Offering and a Change of Control, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock additional Shares or shares of Company Preferred Stock)other Equity Securities or Debt Securities, or any securitiesrights to subscribe for, options or debt that are convertible option to purchase, or exchangeable into equity or that include an equity component otherwise acquire, any of the foregoing (any such securitycollectively, a “New SecurityAdditional Securities”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15any Person(s) business days prior to the anticipated issuance date (the “Proposed Offeree(s)”) or enter into any contract relating to the issuance of such Additional Securities through a private issuance or private placement, then each Preemptive Rights Notice”). The Investor Stockholder shall have the right to purchase for cash(“Preemptive Right”), on the same terms and at the same purchase price per share or other unit of such Additional Securities offered to the Proposed Offeree(s), that number of Additional Securities so that such Preemptive Stockholder would, in the aggregate, after the issuance of all such Additional Securities, hold a Pro Rata Portion of such Additional Securities in the same proportion to each other Preemptive Stockholder’s Pro Rata Portion in such Additional Securities as their respective Pro Rata Portions immediately prior to such issuance. (b) In connection with any Preemptive Right, the Company shall, by written notice (the “Preemptive Notice”), provide an offer to sell to each Preemptive Stockholder that number of Additional Securities in accordance with Section 4.04(a), which Preemptive Notice shall include the applicable purchase price per share or other unit, aggregate amount of Additional Securities offered, number or amount of Additional Securities offered to such Preemptive Stockholder based on the respective Pro Rata Portions of the Preemptive Stockholders immediately prior to such issuance, name of Proposed Offeree(s) (if then known), proposed closing date, place and time for the issuance thereof (which shall be no less than thirty (30) days from the date of such notice), and any other material terms and conditions of the offer. Within fifteen (15) days from the date of receipt of the Preemptive Notice, any Preemptive Stockholder wishing to exercise its Preemptive Right concerning such Additional Securities shall deliver notice to the Company setting forth the number of Additional Securities which such Preemptive Stockholder commits to purchase (which may be for all or any portion of such Additional Securities offered to such Preemptive Stockholder in the Preemptive Notice). Each Preemptive Stockholder shall have the additional right (the “Additional Purchase Right”) to offer in its notice of exercise to purchase any or all of the Additional Securities not accepted for purchase by any other Preemptive Stockholder, in which event such Additional Securities not accepted by any other Preemptive Stockholder shall be deemed to have been offered to and accepted by the Preemptive Stockholders exercising such Additional Purchase Right in proportion to their respective Pro Rata Portions immediately prior to such issuance on the same terms and at the same price per share or other unit as those specified in the Preemptive Notice, but in no event shall any Preemptive Stockholder exercising its Additional Purchase Right be allocated a number of Additional Securities in excess of the maximum number such Preemptive Stockholder has offered to purchase in its notice of exercise. Each Preemptive Stockholder so exercising its right under this Section 4.04 shall be entitled and obligated to purchase that number of Additional Securities specified in such Preemptive Stockholder’s notice on the terms and conditions set forth in the Preemptive Notice. Any Additional Securities not accepted for purchase by the Preemptive Stockholders pursuant to this Section 4.04 shall be offered to the Proposed Offeree on the same terms and price per share or other unit as set forth in the Preemptive Notice; provided, however, if such Proposed Offeree does not consummate the purchase of such Additional Securities within ninety (90) days following delivery of the Preemptive Notice, any subsequent proposed issuance of Additional Securities shall once again be subject to the terms of this Section 4.04. (c) Notwithstanding anything to the contrary in Section 5.03(b), no issuance of Additional Securities by the Company to any Preemptive Stockholder pursuant to the exercise by such Preemptive Stockholder of its Preemptive Rights shall require Disinterested Director Approval if all of the other Preemptive Stockholders are entitled to Preemptive Rights in connection with such issuance. (d) Notwithstanding the requirements of this Section 4.04, the Company may proceed with any issuance of Additional Securities to a Proposed Offeree (other than any Legacy Stockholder) that would otherwise be subject to this Section 4.04 prior to having complied with the provisions of this Section 4.04 (such issuance, a “Third-Party Issuance”); provided, that the Company shall: (i) provide to each Preemptive Stockholder prompt notice of such Third-Party Issuance; (ii) within a reasonable period of time (but in any event not more than five (5) Business Days) following the Third-Party Issuance, offer to issue to each Preemptive Stockholder such number or amount of Additional Securities of the type issued in the Third-Party Issuance as may be requested by such Preemptive Stockholder (not to exceed the number or amount of such Additional Securities which is sufficient for such Preemptive Stockholder to hold, after the issuance of all such Additional Securities, its Pro Rata Portion of such Additional Securities as its Pro Rata Portion immediately prior to the Third-Party Issuance), as it would have had if the Company had served a Preemptive Notice pursuant to, and such Preemptive Stockholder had exercised its rights in full under Section 4.04(a) and Section 4.04(b) prior to the Third-Party Issuance, on the same terms and conditions and at the same time (including price) with respect to such Additional Securities as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest Proposed Offerees received in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Third-Party Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence.; (biii) The Investor keep such offer open for a period of fifteen (15) days, during which period, each such Preemptive Stockholder may elect to participate in the New Issuance to the extent described in Section 4.4(a) accept such offer by delivering sending an irrevocable written notice acceptance to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes committing to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply accordance with the procedures set forth in Section 4.04(b), an amount of such Additional Securities (not to exceed the amount specified in the offer made pursuant to Section 4.04(d)(ii)); and provided, further, that (A) for all purposes under this Agreement, any issuance of Additional Securities to a Preemptive Stockholder pursuant to this Section 4.4 prior 4.04(d) shall be deemed to any subsequent New Issuance. At have occurred on the date of the consummation of any New Issuancethe applicable Third-Party Issuance and (B) during the period commencing on the consummation of the applicable Third-Party Issuance and ending on the earlier of (x) the consummation of the issuance of Additional Securities to a Preemptive Stockholder pursuant to this Section 4.04(d) and (y) the expiration of the fifteen (15)-day period specified in clause (iii) above, the Company shall issue certificates Additional Securities issued to the Investor promptly following payment by Proposed Offeree pursuant to this Section 4.04(d) shall not be taken into account in calculating the Investor Pro Rata Portion of the purchase price any Stockholder for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Noticeany purposes under this Agreement. (de) Notwithstanding anything to the contrary herein, the Investor The provisions of this Section 4.04 shall not have any Preemptive Rights in connection with apply to issuances of Additional Securities by the Company as follows: (i) any issuance of New Additional Securities to managementupon the exchange, consultantsexercise or conversion of any units, employeesoptions, officers warrants, debentures or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans other convertible securities in existence accordance with their terms that are outstanding on the date hereof), hereof or issued after the date hereof in a transaction that complies with the provisions of this Section 4.04; (ii) any issuanceissuance of Equity Securities of the Company, delivery including options, warrants or sale convertible securities, to officers, employees, managers or consultants of New Securities by the Company or its Subsidiaries in connection with such Person’s employment or consulting arrangements with the Company or its Subsidiaries; (iii) any issuance of Equity Securities of the Company, including options, warrants or convertible securities, in each case, to any person as consideration the extent approved by a Disinterested Director Approval, in connection with (but not in connection with raising capital to fundA) (1) an acquisition any direct or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by indirect merger, consolidation, business combination or other acquisition transaction involving the Company or its Subsidiaries (whether through merger, recapitalization, acquisition of stock swap, sale of or assets or securities, otherwise) or otherwise), (iiiB) any issuance, delivery joint venture or sale of New Securities strategic partnership entered into primarily for purposes other than raising capital (as determined by the Board in any registered public offering or its sole discretion); (iv) any issuance of New Additional Securities in connection with any stock Share split, stock Share dividend paid on a proportionate basis to all holders or similar distribution or recapitalization; (v) any issuance of Equity Securities of the affected class of capital stock Company, including options, warrants or recapitalization approved by the Board of Directors (any such issuanceconvertible securities, pursuant to a registered public offering or in connection with an “Exempted Issuance”).IPO; (evi) Notwithstanding the foregoing provisions any issuance of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities Class A Shares in exchange for Class B Shares; or (“Expedited Issuance”vii) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) Class B Shares to the Investor and certain other investors in the Other Private Placements EEH II pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e4.02(b). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following 19.1 In the Closing, for so long as the Investor has a Qualifying Ownership Interest, if event that the Company proposes determines to issue (a “New Issuance”) any equity (including shares of Common Stock or other securities or instruments convertible into shares of Company Preferred StockCommon Stock (“Equity Securities”), or any securitiesother than Excluded Securities (as defined below) (such Equity Securities excluding Excluded Securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a the “New SecurityProposed Securities”), the Company shall provide written notice of such proposed New Issuance (a “Preemptive Rights Notice”) thereof to the Investor no later than fifteen Investors so long as the Investors (15together with its controlled affiliates) beneficially own (as set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act but assuming that any convertible securities (including the Warrants and the Prior Warrants) owned by the Investors or any controlled affiliate thereof are immediately exercisable) shares of Common Stock that satisfies the Ownership Threshold. The Preemptive Rights Notice must be delivered to the Investors at least five (5) business days prior to the anticipated date of such issuance and shall set forth a summary of the material terms of such Proposed Securities, including the amount of Proposed Securities to be issued, the purchase price therefor and the date (the “Preemptive Rights Notice”)of issuance of such Proposed Securities. The Each Investor shall have the right (a “Preemptive Right”) to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities a portion (the “Preemptive AmountPro Rata Portion”). The Preemptive Rights Notice shall set forth all material terms and conditions ) of the New Issuance, including Proposed Securities equal to up to the number New of Proposed Securities proposed to be issuedissued multiplied by a fraction, the issue price and numerator of which the maximum number of New Securities that shares of Common Stock owned by such Investor at the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in time of the Preemptive Rights Notice (which shall be no later than three (3) business days before assuming, for these purposes, the anticipated date conversion or exercise of any securities of the New IssuanceCompany that are convertible into or exercisable for shares of Common Stock, including the Warrants and the Prior Warrants), setting forth and the denominator of which is the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided of Common Stock that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms are issued and outstanding as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances date of the Preemptive Rights Notice. Each Investor that desires to exercise its Preemptive Rights hereunder must exercise such Preemptive Right within five (5) business days after receipt of the Preemptive Rights Notice from the Company, and any failure to exercise such Preemptive Right within such time period shall take place at be deemed a waiver of the same time as Preemptive Right in respect of the closing(s) under definitive agreements with other participants Proposed Securities referred to in the New Issuancerelated Preemptive Rights Notice. 19.2 Upon the expiration of the offering periods described above, which in any event shall occur within the Company will be free to sell such Proposed Securities that the Investors have not elected to purchase during the ninety (90) days after following such expiration on terms and conditions not materially more favorable to the anticipated date of the New Issuance as set forth in the Preemptive Rights Noticepurchasers thereof than those offered to such Investors. In the event Any Proposed Securities that the New Issuance is Investors do not consummated within the time frame described above, the Company’s right elect to consummate such New Issuance shall expire purchase and that are offered or sold by the Company shall after such ninety (90)-day period must be required reoffered to comply with the procedures Investors pursuant to the terms hereof. 19.3 Notwithstanding anything to the contrary set forth in this Section 4.4 19, the Company may offer and sell Proposed Securities without prior notice to any subsequent New Issuance. At the Investors if the Company has been advised by an investment bank, underwriter, placement agent or other financial advisor that compliance with the terms of Section 19.1 could reasonably be expected to jeopardize the ability of the Company to consummate such offering; provided, however, that, subject to the rules and regulations of the Commission and the Nasdaq Stock Market LLC, immediately following the consummation of the applicable offering, each Investor shall have the right thereafter to purchase up to a number of Proposed Securities such that the Investors own the same percentage of the outstanding Common Stock of the Company that they (and their affiliates) owned immediately prior to such offering giving rise to the Preemptive Rights described herein (assuming any New Issuanceconvertible securities held by the Investors and their affiliates (including the Warrants and the Prior Warrants) have been exercised) on the same terms, conditions and price provided for in the applicable offering and under the same conditions and within the timeframe set forth in Section 19.1. 19.4 For purposes hereof, “Excluded Securities” means (a) any shares of capital stock of the Company issued as a dividend or distribution on any outstanding shares of capital stock thereof, (b) any shares of Common Stock or options or other rights to acquire shares of Common Stock issued or granted to employees, service providers, officers, directors, managers of, or contractors, consultants or advisors to, the Company shall issue certificates or any of its Subsidiaries pursuant to incentive, service or employment agreements, equity purchase or equity option plans, equity bonuses or awards, warrants, contracts or other arrangements that are approved by the Board, (c) any shares of capital stock issued by the Company upon the exercise or conversion of warrants to purchase capital stock of the Company or other convertible securities (i) outstanding immediately prior to the Investor promptly following payment by First Closing or (ii) issued after the Investor of the purchase price for such exercise First Closing pursuant to an exemption from this Section 19 or otherwise in accordance compliance with the terms and conditions as specified in the Preemptive Rights Notice. this Section 19, (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights shares of Common Stock or securities convertible into or exercisable for shares of Common Stock that are issued in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors bona fide third party debt financing of the Company that is approved by the Board, and (e) any shares of Common Stock or securities convertible into or exercisable for shares of Common Stock that are issued as consideration (and not financing) pursuant to management the acquisition of another person that is not an affiliated of the Company or employee incentive programs any of its Subsidiaries by the Company or plans any of its Subsidiaries or a license, collaboration, distribution or similar commercial arrangement entered into by the Company or any of its Subsidiaries with a person that is not an affiliate of the Company or any of its Subsidiaries and that is approved by the Board of Directors (including other than any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with arrangement primarily for capital-raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”purposes). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the ClosingIf at any time while an Investor Stockholder holds Shares, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue issue, sell or grant (a “New other than pursuant to an Exempt Issuance”) any equity (including shares of Common Stock Stock, preferred stock or shares of Company Preferred other equity securities, whether now or hereafter authorized (“New Stock”), or proposes to issue, sell or grant (other than pursuant to an Exempt Issuance) any securitiessecurities or instruments convertible into, exchangeable or exercisable for New Stock or any options or debt that are convertible or exchangeable into equity or that include an equity component (rights to purchase any such security, a securities or instruments (“New SecuritySecurities”), then not less than 30 days nor more than 60 days prior to consummating such transaction, the Company shall provide written give notice of such proposed New Issuance thereof to the Xxxxxx Stockholders and the Investor no later than fifteen Stockholders (15) business days prior to the anticipated issuance date (the a “Preemptive Rights Notice”). The Each such Preemptive Rights Notice shall: (i) specify in reasonable detail (A) the number and type of New Stock and/or New Securities which the Company proposes to issue or sell, and (B) the time within which, the price per share at which and all other material terms and conditions upon which the Company proposes to issue or sell such securities; and (ii) make explicit reference to this Section 7 and state that the right of the Xxxxxx Stockholders and the Investor Stockholders to purchase any of such securities pursuant to this Section 7 shall expire unless exercised within 20 days after receipt of such Preemptive Rights Notice. (b) Each Xxxxxx Stockholder and Investor Stockholder shall have the right right, in the nature of a preemptive right, to purchase for cashthat amount of such New Stock or New Securities, at the price and on the same terms and conditions as shall be applicable to the issue or sale of such New Stock or New Securities, as will enable each Xxxxxx Stockholder and at the same time as the New Issuance, such number of New Securities as are required to enable it Investor Stockholder to maintain its proportionate Common Stock-equivalent interest in fully diluted percentage ownership of securities of the Company following such issuance or sale at the level held by it immediately prior to any such issuance or sale. Each Xxxxxx Stockholder and Investor Stockholder may purchase the total amount of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number Stock or New Securities proposed to be issued, the issue price and the maximum number of New Securities which it is entitled or any lesser amount as that the Xxxxxx Stockholder or Investor Stockholder may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securitieselect. (c) The closing of Each Xxxxxx Stockholder and Investor Stockholder must notify the acceptances Company within 20 days after receipt of the Preemptive Rights shall take place at the same time as the closing(s) Notice if such Xxxxxx Stockholder or Investor Stockholder desires to exercise its purchase rights under definitive agreements with other participants in the New Issuancethis Section 7. The failure of such Xxxxxx Stockholder or Investor Stockholder to provide such notice within such 20-day period shall, which in for purposes of this Section 7, be deemed to constitute an irrevocable waiver by that Xxxxxx Stockholder or Investor Stockholder of its right to purchase any event shall occur within ninety (90) days after the anticipated date portion of the New Issuance as set forth Stock and/or New Securities specified in the such Preemptive Rights Notice. In The Company will not consummate any such proposed issue or sale unless the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire Xxxxxx Stockholders and the Investor Stockholders electing to exercise their purchase rights under this Section 7 are permitted to purchase the securities they are entitled to pursuant to this Section 7. The Xxxxxx Stockholders and the Investor Stockholders shall not be obligated to purchase any securities pursuant to this Section 7, except to the extent that any Xxxxxx Stockholder or Investor Stockholder has notified the Company shall be required to comply with of the procedures set forth Investor Stockholder’s exercise of the preemptive rights granted in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice7. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing The provisions of this Section 4.4, if 7 will terminate upon the completion of a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankQualified Public Offering. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Subject to the Closingterms and conditions of this Section 4.1 and applicable Securities Laws, for so long from and after the Closing Date until such time as the Investor has a Qualifying Ownership Interestno Convertible Notes remain outstanding, if any Issuer Group Entity issues, sells, or authorizes the Company proposes sale of any New Securities other than to issue the Issuer or a wholly-owned Issuer Group Entity (a “New Securities Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company Issuer shall provide written notice offer a portion of such proposed New Issuance Securities (and if more than one class of securities is included in the New Securities, then a portion of the amount of each such class of securities included in the New Securities) to the Investor equal to the portion of the outstanding Issuer Shares that the Investor holds at such time, but before giving effect to such New Securities Issuance (such portion, the Investor’s “Equity Share”). (b) The Issuer shall give prompt written notice (but in no event later than fifteen (15) business days Business Days prior to the anticipated issuance date of any New Securities in the applicable New Securities Issuance) to the Investor, setting forth the type and estimated number (which may be a range) of such New Securities to be issued, the estimated price per New Security (which may be a range), the estimated issuance date, and all of the other material terms and conditions of such issuance to the extent then known by the Issuer (the “Preemptive Rights Initial Offer Notice”). The Issuer shall provide the Investor shall have with written notice of the right final terms of the issuance of such New Securities described in the Initial Offer Notice on or prior to the fifth (5th) Business Day prior to the issuance of such New Securities (the “Final Offer Notice”). (c) By notification to the Issuer (an “Election Notice”) within fifteen (15) Business Days after the Final Offer Notice is given, the Investor may elect to purchase for cashor otherwise acquire a number of New Securities up to its Equity Share, at the price and on the same terms specified in the Final Offer Notice. On and conditions and at after the same time as issuance date set forth in the Final Offer Notice, the Issuer shall be permitted to proceed with the closing of the sale of such New IssuanceSecurities to the applicable third party(ies); provided, that if such closing has not occurred within thirty (30) days following the issuance date set forth in the Final Offer Notice (it being agreed that the Investor making an election to purchase New Securities in response to a Final Offer Notice providing a range for the estimated number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in or estimated range of price per New Security may proffer an election that is conditioned upon, or limited by, the Company immediately prior to any such issuance actual price per New Security or actual number of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New IssuanceSecurities, including the number New Securities proposed in each case, to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance Issuer shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to again comply with the procedures set forth in this Section 4.4 prior to any subsequent 4.1 as though such New Securities Issuance were a new New Securities Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) If the Investor exercises its preemptive rights hereunder with respect to such New Securities Issuance, the Issuer shall (or shall cause such Subsidiary to) issue to the Investor (or its designated Affiliate(s)) the number of securities specified in the Investor’s Election Notice promptly thereafter; provided, that if the Investor shall have so notified the Issuer at least three (3) Business Days prior to the issuance date set forth in the Final Offer Notice, such purchase and sale shall occur on the same date as, or substantially concurrently with, the New Securities Issuance. (e) The election by the Investor not to exercise its preemptive rights hereunder in any one instance shall not affect its rights with respect to future New Securities Issuances. (f) Notwithstanding anything to the contrary hereinin this Agreement, in the event that the Investor exercises its preemptive rights pursuant to this Section 4.1 and the purchase or issuance of such New Securities would require the applicable Issuer Group Entity to obtain approval of its stockholders pursuant to the listing rules of Nasdaq or such national securities exchange upon which such New Securities are listed, if any, then the applicable Issuer Group Entity and the Investor will use their respective commercially reasonable efforts to negotiate the terms of any such transaction in good faith, including, without limitation, the Investor shall not have terms of any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company issued pursuant to management or employee incentive programs or plans approved by such transaction to the Investor, such that the issuance to the Investor would not require such stockholder approval while providing the Investor and/or its Affiliates with substantially similar benefits and rights of such securities issued in the New Securities Issuance. (g) Notwithstanding Section 4.1(a) to Section 4.1(f), if the Board of Directors (including any of the Issuer reasonably determines that it is necessary or advisable to issue securities of such programs or plans in existence on Issuer Group Entity that would otherwise be required to be offered to the date hereof), (ii) any Investor under this Section 4.1 prior to their issuance, delivery or sale of New Securities by the Company to any person as consideration in connection such Issuer Group Entity may issue such securities without first complying with this Section 4.1; provided, that within thirty (but not in connection with raising capital to fund30) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any days after such issuance, an “Exempted Issuance”). (e) Notwithstanding such Issuer Group Entity offers the foregoing provisions Investor the opportunity to purchase the number of this Section 4.4, if a majority of the directors of the Board of Directors determines such Equity Securities that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing Investor would be entitled to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements purchase pursuant to this Section 4.4 and similar provisions 4.1 by sending written notice to the Investor, which notice shall contain the information required in the other stock purchase agreements in Initial Offer Notice. In the Other Private Placements event of an offer made by any Issuer Group Entity pursuant to this Section 4.1(g), the timing and procedures for the exercise period and closing of such offer shall be consummated the same as promptly those set forth in Section 4.1(a) to Section 4.1(f), with appropriate modifications to reflect the post-issuance delivery of the notice as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under contemplated by this Section 4.4(e4.1(g). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has No later than ten business days in advance of a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)Non-Exempt Offer, the Company shall provide written deliver (including by electronic mail) a notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Offer Notice”)) to X. Xxxxx stating (i) its bona fide intention to effect a Non-Exempt Offer, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. The Investor shall have By notification to the right Company within five business days after the Offer Notice is so delivered, X. Xxxxx may elect to purchase for cashor otherwise acquire, at the price and on the same terms specified in the Offer Notice, up to that portion of such New Securities that equals the proportion that the Common Shares issued and conditions and at held by X. Xxxxx bears to the same time as the New Issuance, such total number of New Common Shares then outstanding (assuming, for purposes of calculating both the numerator and the denominator, the full conversion, exercise or exchange, as applicable, of all outstanding Derivative Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest then convertible, exercisable or exchangeable in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”accordance with their terms). The Preemptive Rights closing of any Non-Exempt Offer shall occur within one hundred twenty (120) days of the later of the date that the Offer Notice shall set forth is given and the date of initial sale of New Securities. If all material New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in this Section 3, the Company may, during the one hundred twenty (120) day period provided in this Section 3, offer and sell the remaining unsubscribed portion of such New Securities to any person or persons at a price not less than, and upon terms and conditions no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New IssuanceSecurities within the one hundred twenty (120) day period above, including or if such agreement is not consummated within sixty (60) days of the number execution thereof, the right provided under this Section 3 shall be deemed to be revived and such New Securities proposed shall not be offered unless first reoffered to be issued, the issue price and the maximum number of New Securities that the Investor may purchase X. Xxxxx in the New Issuance pursuant to the immediately preceding sentenceaccordance with this Section 3. (b) Any sales of New Securities to X. Xxxxx in accordance with this Section 3 have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”). The Investor may elect Company intends that any such sales to participate X. Xxxxx will be exempt from registration under Section 4(a)(2) of the Securities Act. Notwithstanding anything in the New Issuance this Agreement to the extent described in Section 4.4(acontrary, (i) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall not be no later than three (3) business days before the anticipated date obligated to effect any sales of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights securities under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that 3 in the event that it determines, in consultation with its counsel, that an exemption from registration under the Company Securities Act is issuing more than one type or class not available and (ii) to the extent that any sale of New Securities to X. Xxxxx in connection accordance with this Section 3 requires action by the shareholders of the Company under the NYSE listing standards (or applicable requirements of such other national securities exchange designated as the primary market on which the Common Shares are then listed for trading), such sale of New Issuance, the Investor participating in such issuance Securities to X. Xxxxx shall be required delayed until such time as the rules of such exchange are satisfied without effect on the timing or occurrence of any Non-Exempt Offer, and the Company shall promptly use reasonable best efforts to acquire the same percentage of all obtain such types and classes of securitiesstockholder approval. (c) The closing rights held by X. Xxxxx under this Section 3 shall terminate and be of no further force or effect as of the acceptances first time that X. Xxxxx beneficially owns less than 5% of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date outstanding voting power of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Noticeall Common Shares then outstanding. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions For purposes of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.3:

Preemptive Rights. Until the earlier to occur of the tenth anniversary of the Closing and the date the Purchasers or any 13d Group of which they are a member Beneficially Owns less than 10% of the outstanding Common Stock of the Company. (a) Following The Company hereby grants to each of the ClosingPurchasers the right to purchase a pro rata share of New Securities which the Company may, from time to time, propose to issue, sell or grant. Each Purchasers' pro rata share, for so long as purposes of this right, is the Investor has a Qualifying Ownership Interestproportion that (i) the number of shares of Fully-Diluted Common Stock then owned by such Purchaser immediately prior to the issuance of such New Securities bears to (ii) the total number of shares of Fully-Diluted Common Stock immediately prior to the issuance of such New Securities. (b) If the Company proposes to undertake an issuance of New Securities, if it shall give each Purchaser written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any the same. Each Purchaser shall have 10 days after such security, a “New Security”), the Company shall provide written notice is deemed delivered to agree to purchase up to such Purchaser's pro rata share of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase Securities for cash, at the price and on upon the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest specified in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) notice by delivering an irrevocable giving written notice to the Company by and stating the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class quantity of New Securities in connection with such New Issuance, the Investor participating in such issuance shall to be required to acquire the same percentage of all such types and classes of securitiespurchased. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date With respect to that portion of the New Issuance as set forth in the Preemptive Rights Notice. In the event Securities that the New Issuance is not consummated within the time frame described above, the Company’s Purchasers fail to exercise their right to consummate purchase within such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance10-day period, the Company shall issue certificates have 90 days thereafter to sell such New Securities at a price and upon terms no more favorable to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as purchasers thereof than specified in the Preemptive Rights Notice. (d) Notwithstanding anything Company's notice to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (iPurchasers pursuant to Section 5.15(b) any issuance of New Securities to management, consultants, employees, officers or directors of above. If the Company pursuant to management or employee incentive programs or plans approved by has not sold within such 90-day period the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4foregoing, and (ii) the sale of Company shall not thereafter issue or sell any such additional New Securities under this Section 4.4(e) without first again offering such securities to the Investor and certain other investors Purchasers in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankmanner provided above. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, Except for so long as the Investor has a Qualifying Ownership InterestExempt Issuances, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)Equity Securities, the Company shall provide written give notice of such intent, which notice shall specify the price, amount and rights of the Equity Securities and other terms of the proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Offering Notice”) to the Investor and Sxxxx XxXxxxx (“MxXxxxx”). The Each of the Investor and MxXxxxx shall have the right to purchase for cashpurchase, at the price and on upon the same terms and conditions and at as specified in the same time as the New IssuancePreemptive Rights Offering Notice, such that number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New additional Equity Securities proposed to be issued, to be issued by the issue price and Company equal to the maximum product of (a) the number of New Equity Securities that the Investor may purchase in the New Issuance pursuant Company proposes to the immediately preceding sentence. issue and (b) The Investor may elect to participate in a fraction, the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (numerator of which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth is the number of shares Equity Securities held by the Investor or MxXxxxx (as the case may be), on a fully diluted basis, immediately prior to the issuance, and the denominator of which is the total number of Equity Securities outstanding, immediately prior to the issuance, on a fully diluted basis. Each of the Investor and MxXxxxx that wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that 4 shall give irrevocable notice to the Company is issuing more than one type or class of New Securities in connection with such New Issuance, decision within ten (10) days after the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances giving of the Preemptive Rights Offering Notice. In the event either exercises its/his rights, the closing of such sale to the Investor and/or MxXxxxx shall take place at be within sixty (60) days after the same time as expiration of the closing(sten (10) day period. If either the Investor or MxXxxxx do not exercise their rights under definitive agreements with other participants in this Section 4, the New Issuance, which in any event Company shall occur within have ninety (90) days after the anticipated date expiration of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right ten (10) day period to consummate such New Issuance shall expire and the Company shall be required to comply a sale with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuanceanother investor, the Company shall issue certificates upon terms, including price, no more favorable to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as prospective investor than those specified in the Preemptive Rights Offering Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership InterestSubject to Glencore’s compliance in all respects with its obligations under Section 1 of this Agreement, if the Company or any Affiliates of the Company proposes to issue Equity Securities (other than in each case, Excluded Securities) to a third party (other than Glencore or its Affiliates) in a registered public offering or pursuant to Rule 144A or Regulation S of the Securities Act of 1933 (as amended, the “New IssuanceSecurities Act”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such securityregistered public offering or Rule 144A or Regulation S offering, an "Underwritten Offering") or in any Group Issuance, in the case of any such Underwritten Offering or Group Issuance, whether (x) for cash or (y) in a “New Security”Triggering Exchange Offer (the securities proposed to be issued as described above, including any other securities issued in connection therewith, the "Offered Securities"), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor Glencore shall have the right to purchase or subscribe for cash, at a number or amount of such Offered Securities up to the price and on percentage of the same terms and conditions and at Offered Securities as is equal to the same time Ownership Percentage (determined as of the date of the New Issuance, such number of New Securities Issuance Notice (as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities defined below)) (the “Preemptive AmountNew Securities”). The Preemptive Rights Notice Company shall set forth all material terms provide Glencore with notice of any proposed issuance subject to this right no more than 15 and conditions of the New Issuanceno less than 7 days prior to such issuance specifying, including the number New Securities proposed to be issuedin good faith, the issue price and the maximum number of shares and proposed terms of such issuance, including the offering price range and the proposed closing date (such notice, including any new or revised notice pursuant to the following sentences, the “New Securities that Issuance Notice”). If the Investor may purchase issuance described in a New Issuance Notice does not occur within 7 days of the date indicated in the New Issuance pursuant Notice, the Company shall provide Glencore with a new New Issuance Notice no more than 15 and no less than 7 days prior to such issuance. If the immediately preceding sentenceCompany intends to sell an amount of Offered Securities that exceed the maximum number of shares in the New Issuance Notice, the Company shall provide Glencore with a revised New Issuance Notice. (b) The Investor may elect In the case of an Underwritten Offering, Glencore shall be entitled to exercise its right hereunder by notifying the Company and committing to purchase or subscribe for New Securities within the same time periods and otherwise on the same basis as the other investors who are invited to participate or are participating in the Underwritten Offering in accordance with market custom and practice from time to time for investors expressing interest in and committing to participate in an Underwritten Offering, except that Glencore will give the Company a good faith indication of its intention to participate in an Underwritten Offering not later than two days prior to the proposed offering date (the “Indication Deadline”), it being understood that such indication shall not commit Glencore to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company offering. If Glencore does not give such indication by the date specified by the Company Indication Deadline or indicates that it will not participate in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of such Underwritten Offering, Glencore’s right to purchase the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securitiesterminate. (c) The closing of If Glencore desires to participate in a Group Issuance, then no later than two days prior to the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants proposed issuance day specified in the New IssuanceIssuance Notice, which in any event Glencore shall occur within ninety give a good faith notice to the Company (90an “Exercise Notice”) days after the anticipated date of the New Issuance as set forth in number of Equity Securities it desires to purchase (the Preemptive Rights Notice“Glencore Amount”) and the maximum purchase price per Equity Security that Glencore is willing to pay (the “Glencore Maximum Price”). In the event that case of a Group Issuance other than an Exchange Offer, if the New actual purchase price per Equity Security to be paid in such Group Issuance by Persons other than Glencore is not consummated within in excess of the time frame described aboveGlencore Maximum Price (the “Final Price”), Glencore shall be entitled to one additional five-day period to give notice to the CompanyCompany of its election to purchase the Glencore Amount at the Final Price. In the case of an Exchange Offer, if the Cash Equivalent Amount applicable to such Exchange Offer is in excess of the Glencore Maximum Price, Glencore shall be entitled to one additional five-day period to give notice to the Company of its election to purchase the Glencore Amount at the Cash Equivalent Amount. Glencore’s right to consummate such purchase the New Securities in any Group Issuance shall expire and the Company terminate if Glencore does not provide an Exercise Notice, which shall be required an irrevocable commitment (subject to comply with the procedures set forth in two immediately preceding sentences, as applicable) to exercise its preemptive rights pursuant to this Section 4.4 2, no later than two days prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions proposed issuance day as specified provided in the Preemptive Rights Noticefirst sentence of this Section 2(c). (d) Notwithstanding anything herein to the contrary hereincontrary, in the Investor shall not have any Preemptive Rights in connection with case of an Exchange Offer, (i) any issuance of the New Securities issuable to managementGlencore shall be securities in addition to the Offered Securities to be issued in the Exchange Offer, consultants, employees, officers or directors in such amount as is required for Glencore to maintain its Ownership Percentage (determined as of such time as provided in Section 2(a)) taking into account any participation by Glencore in the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof)Exchange Offer, (ii) the purchase price for any issuance, delivery or sale of New Securities by the Company to any person as consideration Glencore purchases or subscribes for shall equal their Cash Equivalent Amount, and shall be payable in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by mergercash, consolidation, stock swap, sale of assets or securities, or otherwise), and (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of if Glencore exercises its preemptive right to acquire New Securities in connection with an Exchange Offer, Glencore shall also participate in the Exchange Offer with respect to any stock split, stock dividend paid on a proportionate basis Exchange Offer Securities it has the sole right to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”)dispose of. (e) Notwithstanding the foregoing provisions of this an any indication or Exercise Notice given by Glencore under Section 4.42(b) or 2(c), if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt Glencore shall have no obligation to purchase any securities on an expedited basis, then the Company may consummate the proposed in any issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) if percentage of such New Securities has consented issuance to be purchased by Glencore would exceed its Ownership Percentage of the total number of securities in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4such issuance, and or (ii) at a price or on other terms that are less favorable to it than the sale of any such additional New Securities under this Section 4.4(e) to the Investor price and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date terms on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of any other investor is participating in such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankissuance. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if If the Company proposes to issue authorizes the issuance and sale of any New Shares (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock)including, or any securitieswithout limitation, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”debt), the Company shall provide written notice of such proposed New Issuance first offer to sell to the Investor no later than fifteen and the Pauls (15each, an "ELIGIBLE STOCKHOLDER" and collectively, the "ELIGIBLE STOCKHOLDERS") business days a portion of such New Shares equal to the percentage determined by dividing (1) the number of Stockholder Shares held by such Eligible Stockholder immediately prior to such proposed issuance, by (2) the anticipated issuance date (the “Preemptive Rights Notice”)number of Shares deemed outstanding immediately prior to such proposed issuance, on a Fully-Diluted Basis, and held by all such Eligible Stockholders. The Investor Each Eligible Stockholder shall have the right be entitled to purchase for cash, a portion of such New Shares at the same price and on the same terms and conditions and at as such New Shares are to be offered. In the same time as event an Eligible Stockholder elects not to exercise or to exercise only a portion of its rights granted under this Section 6(a), the other Eligible Stockholders shall be entitled to purchase (in addition to the New Issuance, Shares such number electing Eligible Stockholders are otherwise entitled to purchase pursuant to this Section 6(a)) the securities offered to such non-electing Eligible Stockholder on a pro rata basis based on each such electing Eligible Stockholder's percentage ownership of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentenceon a Fully Diluted Basis. (b) The Investor may Each Eligible Stockholder must elect to participate exercise its purchase rights hereunder within 30 days after receipt of written notice from the Company describing in reasonable detail the New Issuance to Shares being offered, the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice purchase price thereof (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”if known), the Investor must execute all customary transaction documentation in connection with payment terms and such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same holder's percentage of all such types and classes of securitiesallotment. (c) The closing During the 90 days following the expiration of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame 30-day offering period described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required free to comply with sell such New Shares that the procedures set forth in this Section 4.4 prior Eligible Stockholders have not elected to any subsequent New Issuance. At the consummation of any New Issuancepurchase, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the on terms and conditions as specified in no more favorable to the Preemptive Rights Noticepurchasers thereof than those offered to such Eligible Stockholders. Any New Shares offered or sold by the Company after such 90-day period must be reoffered to the Eligible Stockholders pursuant to the terms of this Section 6. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing The provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities 6 shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankapply to Excluded Securities. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if If the Company proposes makes an offer to issue (a “New Issuance”) any equity (including shares of Common New Stock or shares (as defined in the Stockholders’ Agreement) to holders of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)its Shares pursuant to Section 6 of the Stockholders’ Agreement, the Company shall provide written notice offer to each Holder its pro rata share of such proposed the New Issuance Stock to be issued (based on its pro rata ownership assuming that (a) the Investor no later than fifteen Shares into which the New Convertible Debt (15as defined in the Stockholders’ Agreement) business days could be converted, and (b) the Shares into which the Warrants could be exercisable, were outstanding prior to the anticipated issuance date of such New Stock), which offer shall be made by written notice from the Company to the Holders. Within 10 Business Days after its receipt of such notice, each Holder shall notify the Company of the number of shares of New Stock the Holder requests to purchase, subject to a maximum of such Holder’s pro rata share of such New Stock as described in the immediately preceding sentence (it being understood and agreed that the “Preemptive Rights Notice”Company may make provision for Holders (on a pro rata basis) to request to purchase more than their respective pro rata shares of such New Stock, to the extent other Holders, holders of Shares or holders of New Convertible Debt decline to purchase such New Stock). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance Any request by a Holder pursuant to the immediately preceding sentencesentence shall be a final and binding commitment by such Holder to purchase the shares of New Stock so requested.” (bxi) The Investor may elect to participate in Exhibit A thereof (the New Issuance Form of Notice of Exercise) is amended hereby by deleting the second sentence of paragraph 5 thereof and replacing it with the following: “Prior to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date termination of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise Stockholders’ Agreement in accordance with the terms and conditions as specified in thereof, unless the Preemptive Rights Noticeundersigned is already a party to the Stockholders’ Agreement, the undersigned hereby attaches a copy of the Stockholders’ Agreement, duly executed by the undersigned.” (dxii) Notwithstanding anything to Exhibit A thereof (the contrary herein, Form of Notice of Exercise) is further amended hereby by inserting the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.following new paragraph 6:

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if If the Company proposes to issue issue, grant or sell equity securities or Rights, the Company shall first give to the Holders of 1,000,000 or more shares (a “New Issuance”subject to appropriate adjustments for stock splits, stock dividends, combinations and other recapitalizations) any equity (of Common Stock, including shares of Common Stock issuable upon conversion of the Preferred Stock in the Company (a “Major Holder”) written notice setting forth in reasonable detail the price and other terms on which such equity securities or shares Rights are proposed to be issued, granted or sold, the terms of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such securityRights and the amount thereof proposed to be issued, a “New Security”)granted or sold. The Major Holders shall thereafter have the preemptive right, exercisable by written notice to the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen ten (1510) business days prior Business Days after the Company’s notice is deemed given (as determined pursuant to the anticipated issuance date (the “Preemptive Rights Notice”Section 11 hereof). The Investor shall have the right , to purchase for cashthe number of such equity securities or Rights set forth in the Major Holders’ notice (which may be less than, but in no event more than, the Major Holders’ Proportionate Share thereof, as of the date of the Company’s notice), at the price and on the same other terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest set forth in the Company’s notice. Any notice by the Major Holders exercising the right to purchase equity securities or Rights pursuant to this Section 2.4 shall constitute an irrevocable commitment to purchase from the Company immediately prior the equity securities or Rights specified in such notice, subject to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall maximum set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) . The closing of the acceptances purchase of the Preemptive Rights equity securities shall take place at the same time as the closing(s) under definitive agreements with other participants closing of such issuance, grant or sale referred to in the New Issuance, which in any event shall occur within ninety Company’s notice. (90b) days after From the anticipated date expiration of the New Issuance as 10 Business Day period first referred to in Section 2.4(a) and for a period of 90 days thereafter, the Company may offer, issue, grant and sell to any person or entity equity securities or Rights having the terms set forth in the Preemptive Company’s notice relating to such equity securities or Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, at a price and on other terms no less favorable to the Company’s right to consummate such New Issuance shall expire , and the Company shall be required to comply with the procedures including no less cash, than those set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuancesuch notice (without deduction for reasonable underwriting, sales agency and similar fees payable in connection therewith); provided, however, that the Company shall issue certificates may not issue, grant or sell equity securities or Rights to third parties in an amount greater than the Investor promptly following payment amount set forth in such notice minus the amount purchased or committed to be purchased by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights NoticePurchasers. (dc) Notwithstanding anything The provisions of this Section 2.4 shall not apply to the contrary herein, the Investor shall not have any Preemptive Rights in connection with following issuances of securities or Rights: (i) any the issuance of New Securities Common Stock upon the conversion of Series A Stock, Series B Stock, Series C Stock or Series D Stock, (ii) the issuance of up to management24,516,722 shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, subdivisions, stock dividends, combinations, reclassifications, recapitalizations and similar events) pursuant to restricted stock sold to, or the exercise of stock options issued to, employees, consultants, employees, officers or directors of the Company pursuant to management under a stock option plan or employee incentive programs or plans restricted stock issuance plan approved by a majority of the Board board of Directors directors of the Company, (including iii) the issuance of Common Stock as direct consideration for the acquisition of another business entity or business segment of any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities entity by the Company to by merger, purchase of substantially all of the assets or other reorganization whereby the Company will own substantially all the assets or more than fifty percent (50%) of the voting power of such business entity or business segment of any person as consideration such entity if such issuance is approved by a majority of the board of directors of the Company, (iv) the issuance of any shares of Common Stock in connection with (but not in connection with raising capital to fund) (1) an acquisition a stock split or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate dividend of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwiseother than a Deemed Liquidation Event as defined in the Certificate), (iiiv) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any the issuance of New Securities Common Stock in connection with any stock splita Qualified IPO, stock dividend paid on (vi) the issuance of Common Stock or Preferred Stock in connection with a proportionate basis lease financing or other asset-based financing, whether issued to all holders of the affected class of capital stock a lessor, guarantor or recapitalization other person (a “Lease Financing”), provided that such Lease Financing is approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the board of directors of the Board of Directors determines Company; and provided further that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors Lease Financing which in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as aggregate amount exceeds $10,000,000 is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that approved by a majority of the Board board of Directors determines that such issuance would materially increase directors including the risk of or cause an “ownership change” within director designated by the meaning of Section 382 holders of the CodeSeries C Stock and the director designated by the holders of the Series D Stock, (vii) the issuance of Common Stock or Preferred Stock in connection with a corporate partnering, alliance or similar strategic transaction approved by a majority of the board of directors of the Company, or (viii) the issuance or deemed issuance of Common Stock or Preferred Stock upon exercise or conversion of any options or warrants, or upon the conversion of convertible securities outstanding as of the date of the first issuance of the Series D Stock.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if If the Company proposes to issue (a “New Issuance”) issues any equity (including shares of Common Stock or shares of Company Preferred Stock), securities or any securities, securities containing options or debt that are rights to acquire any equity securities or any securities convertible or exchangeable into for equity or that include an equity component securities in each case, after the date hereof to any Person (any such security, a “New Security”other than the Executives) (the "OFFEREE"), the Company will offer to sell to each Shareholder, a number of such securities ("OFFERED SHARES") so that the Ownership Ratio immediately after the issuance of such securities for each Shareholder would be equal to the Ownership Ratio for such Shareholder immediately prior to such issuance of securities; PROVIDED, that if the antidilution provisions set forth in Section 12 of the Warrant Agreement adjust the terms of the Warrants as a result of such issuance, the Company shall provide not be required to offer Canterbury the Offered Shares with respect to the Shareholder Shares attributable to the Warrant. The Company shall give each Shareholder at least 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”"ISSUANCE NOTICE"). The Investor shall have the right Each Shareholder will be entitled to purchase for cash, such securities at the price and same price, on the same terms and conditions terms, and at the same time as the New Issuance, such number of New Securities as securities are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant issued to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) Offeree by delivering an irrevocable delivery of written notice to the Company by of such election within 15 days after delivery of the date specified by the Company in the Preemptive Rights Issuance Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance"ELECTION NOTICE"), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, furtherPROVIDED, that in the event that the Company is issuing if more than one type or class of New Securities security was issued, each Shareholder shall, if it exercises its rights pursuant to this Section 6, purchase such securities in connection with such New Issuancethe same ratio as issued. If any of the Shareholders have elected to purchase any Offered Shares, the Investor participating in sale of such issuance shares shall be required to acquire the same percentage of all such types and classes of securities. consummated as soon as practical (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which but in any event shall occur within ninety (9010 days) days after the anticipated date delivery of the New Issuance as set forth in the Preemptive Rights Election Notice. In the event that the New Issuance is any Shareholder elects not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements its rights pursuant to this Section 4.4 6, no other Shareholder shall have the right to purchase the securities offered to such Shareholder. This Section 6 will terminate automatically, and similar provisions in be of no further force and effect, upon the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent consummation of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Banka Initial Public Offering. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Except in the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares case of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)Excluded Securities, the Company shall provide written notice not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, Preferred Stock or any other equity security of the Company, (ii) any debt security of the Company which is convertible into equity, or (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell to the Purchaser its Proportionate Percentage (as defined below) of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date securities (the “Preemptive Rights Notice”"Offered Securities"). The Investor shall have the right to purchase for cash, at the a price and on the same such other terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date 13 14 have been specified by the Company in writing delivered to the Preemptive Rights Notice Purchaser (which shall be no later than three (3) business days before the anticipated date of the New Issuance"Offer"), setting forth which Offer by its terms shall remain open and irrevocable for a period of 15 days from the number of shares date it is delivered by the Investor wishes Company to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”)Purchaser. Notwithstanding the foregoing, the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more intends to take any action described above, it shall provide the Purchaser with written notice not later than one type or class 45 days prior to the taking of New Securities in connection with such New Issuanceaction of such intent (the "Preliminary Notice"). The Preliminary Notice shall set forth, to the extent then known, the Investor participating size of the issuance, and the price and other terms upon which the Company intends to issue the securities. The Preliminary Notice shall not constitute an offer to sell any securities to the Purchaser. After the Preliminary Notice is delivered to the Purchaser, but prior to the delivery of the Offer to the Purchaser, the Company will use its best efforts to provide the Purchaser with written notice of any material changes in such issuance the size of the issuance, the price and other material terms upon which the Company intends to issue the securities. (b) Notice of the Purchaser's intention to accept, in whole or in part, the Offer made pursuant to Section 6.03(a) shall be required evidenced by a writing signed by the Purchaser and delivered to acquire the same percentage Company prior to the end of all the 15-day period of such types and classes Offer, setting forth such portion of securitiesthe Offered Securities as the Purchaser elects to purchase (the "Notice of Acceptance"). (c) The closing In the event that a Notice of Acceptance is not given by the Purchaser in respect of all its Proportionate Percentage of the acceptances Offered Securities, the Company shall have 90 days from the expiration of the Preemptive Rights foregoing 15-day period to sell all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchaser (the "Refused Securities"), but only in all respects upon terms and conditions no more favorable than those contained in the Offer. Upon the closing, the Purchaser shall take place purchase from the Company, and the Company shall sell to the Purchaser, the Offered Securities in respect of which a Notice of Acceptance was delivered to the Company by the Purchaser, at the same time as the closing(s) under definitive agreements with other participants terms specified in the New Issuance, which Offer. The purchase by the Purchaser of any Offered Securities is subject in any event shall occur within ninety (90) days after all cases to the anticipated date of the New Issuance as terms and conditions set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply purchase agreement (if any) with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At third party initially proposing the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights NoticeOffer. (d) Notwithstanding anything In each case, any Offered Securities not purchased by the Purchaser or the other person or persons in accordance with Section 6.03(c) may not be sold or otherwise disposed of until they are again offered to the contrary herein, Purchaser under the Investor shall not have any Preemptive Rights procedures specified in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereofSections 6.03(a), (iib) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with and (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”c). (e) Notwithstanding The rights of the foregoing provisions of Purchaser under this Section 4.4, if a majority of 6.03 shall not apply to the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such following securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that "Excluded Securities"): (i) the purchaser(s) of Common Stock, or options to purchase or rights to subscribe for such New Securities has consented in writing Common Stock, or securities by their terms convertible into or exchangeable for such Common Stock, or options to the issuance of additional New Securities in accordance with the provisions of this Section 4.4purchase or rights to subscribe for such convertible or exchangeable securities, and (ii) the sale of any such additional New Securities under this Section 4.4(e) issued to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary hereinofficers, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company employees or the Bank. (f) In additiondirectors of, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.consultants

Preemptive Rights. (a) Following If, after the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)Closing Date, the Company shall provide written notice propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of such proposed New Issuance any kind relating to the Investor no later than fifteen issuance or sale of any New Securities and a Purchaser still holds twenty percent (1520%) business days prior to of the anticipated issuance date (the “Preemptive Rights Notice”). The Investor Convertible Preferred Stock acquired hereby by such Purchaser, then each such Purchaser shall have the right to purchase for cash, that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Purchaser would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Convertible Preferred Stock, convertible or exchangeable into or exercisable for Common Stock have been converted, exchanged or exercised) as was held by such Purchaser immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Purchaser written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions and at upon which the same time as Company proposes to issue the New Issuance, same. Each Purchaser shall have twenty-five (25) days from the giving of such number notice to agree to purchase all (or any part) of its Proportionate Percentage of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in for the Company immediately prior to any such issuance of New Securities (price and upon the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase specified in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) notice by delivering an irrevocable giving written notice to the Company by and stating therein the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class quantity of New Securities to be purchased. If Purchasers fail to exercise in connection with full such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. right within twenty-five (c25) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuancedays, the Company shall issue certificates have one hundred twenty-five (125) days thereafter to sell the Investor promptly following payment by the Investor New Securities in respect of the purchase which Purchasers' rights were not exercised, at a price for such exercise in accordance with the and upon general terms and conditions as no more favorable to the buyers thereof than specified in the Preemptive Rights Notice. (d) Notwithstanding anything Company's notice to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements Purchasers pursuant to this Section 4.4 and similar provisions Section. If the Company has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not thereafter issue or sell any New Securities, except by giving Purchasers the right to purchase their Proportionate Percentage in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankmanner provided above. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Notwithstanding anything contained in Section 3, from and after the ClosingClosing Date, for so long as the Investor no Resignation Event has a Qualifying Ownership Interestoccurred, if the Company proposes makes any public or non-public offering of any New Securities, each Investor shall be afforded the opportunity to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), acquire from the Company shall provide written notice all or a portion of such proposed Investor’s Preemptive Rights Portion of such New Issuance Securities for the same price as that offered to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The other purchasers of such New Securities; provided, that such Investor shall have the right not be entitled to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of acquire any New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance this Section 4 to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of such New Securities to management, consultants, employees, officers or directors such Investor would require approval of the stockholders of the Company pursuant to management or employee incentive programs or plans approved by the Board as a result of Directors (including any such programs or plans in existence on the date hereof)Investor’s status, (ii) any issuanceif applicable, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis pursuant to all holders the rules and listing standards of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuanceNasdaq Stock Exchange, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then in which case the Company may consummate the proposed issuance of New Securities to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance by the Company with Section 4(e) below). (b) If the Company proposes to offer New Securities, it shall give the Investors written notice of its intention, describing the anticipated price (or sale range of anticipated prices), anticipated amount of New Securities and other material terms and timing upon which the Company proposes to offer the same (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed with respect to such offering) at least seven (7) business days prior to such issuance (or, in the case of a registered public offering, at least seven (7) business days prior to the commencement of such securities registered public offering) (“Expedited Issuance”) and then comply with provided that, to the provisions of this Section 4.4 provided that (i) extent the purchaser(s) terms of such New Securities has consented in writing offering cannot reasonably be provided seven (7) business days prior to the issuance such issuance, notice of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall terms may be consummated given as promptly as is reasonably practicable but in any event no later prior to such issuance). The Company may provide such notice to the Investors on a confidential basis prior to public disclosure of such offering. Other than ninety in the case of a registered public offering, the Investor Representative may notify the Company in writing at any time on or prior to the second (902nd) days subsequent business day immediately preceding the date of such issuance (or, if notice of all such terms has not been given prior to the second (2nd) business day immediately preceding the date of such issuance, at any time prior to such issuance) whether any of the Investors will exercise such preemptive rights and as to the amount of New Securities the Investors desire to purchase, up to the such Investor’s Preemptive Rights Portion. In the case of a registered public offering, the Investor Representative shall notify the Company in writing at any time prior to the second (2nd) business day immediately preceding the date of commencement of such registered public offering (or, if notice of all such terms has not been given prior to the second (2nd) business day immediately preceding the date of commencement of such registered public offering, at any time prior to the date of commencement of such registered public offering) whether any of the Investors will exercise such preemptive rights and as to the amount of New Securities the Investors desire to purchase, up to such Investor’s Preemptive Rights Portion. Such notice to the Company shall constitute a binding commitment by the Investors to purchase the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to it. Subject to receipt of the requisite notice of such issuance by the Company, the failure of the Investor Representative to respond prior to the time a response is required pursuant to this Section 4(b) shall be deemed to be a waiver of the Investors’ purchase rights under this Section 4 only with respect to the offering described in the applicable notice. (c) Each Investor shall purchase the New Securities that it has elected to purchase under this Section 4 concurrently with the related issuance of such New Securities by the Company (subject to the receipt of any required approvals from any governmental entity to consummate such purchase by such Investor); provided, that if such related issuance is prior to the twentieth (20th) business day following the date on which such Investor has notified the Company consummates the Expedited Issuance under that it has elected to purchase New Securities pursuant to this Section 4.4(e)4, then each Investor shall purchase such New Securities within twenty (20) business days following the date of the related issuance. Notwithstanding anything If the proposed issuance by the Company of securities which gave rise to the contrary hereinexercise by the Investor of its preemptive rights pursuant to this Section 4 shall be terminated or abandoned by the Company without the issuance of any securities, then the purchase rights of the Investors pursuant to this Section 4 shall also terminate as to such proposed issuance by the Company (but not any subsequent or future issuance), and any funds in respect thereof paid to the Company by the Investors in respect thereof shall be promptly refunded in full. (d) In the case of the offering of securities for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consent consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board; provided, however, that such fair value as determined by the Board shall not exceed the aggregate market price of the purchasers securities being offered as of the date the Board authorizes the offering of such securities. (e) In the event that the Investors are not entitled to acquire any New Securities pursuant to this Section 4 because such issuance would require the Company to obtain stockholder approval in respect of the issuance of such New Securities shall to the Investors as a result of any such Investor’s status, if applicable, as an Affiliate of the Company or pursuant to the rules and listing standards of the Nasdaq Stock Exchange, the Company shall, upon the Investor’s reasonable request delivered to the Company in writing within seven (7) business days following its receipt of the written notice of such issuance to the Investors pursuant to this Section 4, at the Investor’s election, (i) consider and discuss in good faith modifications proposed by the Investors to the terms and conditions of such portion of the New Securities which would otherwise be issued to the Investors such that the Company would not be required to obtain stockholder approval in respect of the issuance of such New Securities as so modified; and/or (ii) solely to the extent that stockholder approval is not required in connection with any Expedited Issuance undertaken at the written direction issuance of Equity Securities to Persons other than the Investors, use reasonable best efforts to seek stockholder approval in respect of the applicable federal regulator issuance of any New Securities to the Company or the BankInvestors. (f) In additionIf the Investors do not elect to purchase their respective Preemptive Election Share of the New Securities pursuant to this Section 4, the Company may sell such portion of the New Securities on terms and conditions that are not materially more favorable in the aggregate to the applicable purchaser(s) than those set forth in the written notice of such offer. If such sale is not consummated within 120 days of the date upon which the written notice of such offer was given, then no issuance of such New Securities may be made thereafter by the Company without again offering the same to the Investors in accordance with this Section 4. The election by any Investor to not exercise its subscription rights under this Section 4 in any one instance shall not have affect its right as to any Preemptive Rights subsequent proposed issuance. (g) The Company and the Investors shall cooperate in connection with any issuance of New Securities good faith to facilitate the extent that a majority exercise of the Board Investors’ rights pursuant to this Section 4, including securing any required approvals or consents. (h) For purposes of Directors determines that such issuance would materially increase this Section 4, the risk of or cause an “ownership change” within following terms have the meaning of Section 382 of the Code.following meanings:

Preemptive Rights. (a) Following The Company hereby grants to each Shareholder who is a member of the ClosingWindward Group or a Majority Roll-Over Shareholder (and their respective Permitted Transferees) (each, for so long as a "Preempting Shareholder") a right of first refusal to purchase, with respect to the Investor has a Qualifying Ownership Interest, if issuance by the Company proposes to issue (a “New Issuance”) any of new or additional equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase securities for cash, at that portion of such new or additional equity securities as may be necessary in order to permit such Shareholder to maintain their relative ownership of the price and aggregate amount of the Company's total common equity (calculated on a Fully-Diluted Basis). Such right of first refusal would be offered to each Preempting Shareholder (such offer, the "Preemptive Rights Offer") pursuant to a written notice from the Company offering each Preempting Shareholder such securities on the same terms and conditions and at as offered to the same time as other offeree(s) (such written notice, the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “"Preemptive Amount”Rights Notice"). The Each Preempting Shareholder would have 15 days from the date of the Company's delivery of the Preemptive Rights Notice shall set forth to notify the Company in writing of its binding acceptance of such Preemptive Rights Offer with respect to all material terms and conditions of the New Issuance, including the number New Securities proposed (but not less than all) equity securities which are offered to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance such Preempting Shareholder pursuant to the immediately preceding sentencesuch Preemptive Rights Offer. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in If a Preempting Shareholder accepts the Preemptive Rights Notice (which shall be no later than three (3) business days before Offer in accordance with the anticipated date provisions of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”)preceding sentence, the Investor must execute all customary transaction documentation Company and any such accepting party shall have 30 days in connection with which to consummate such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in binding agreement. In the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of a Preempting Shareholder does not accept the Preemptive Rights shall take place at Offer within such 15-day period in accordance with the same time as provisions of the closing(spreceding sentence or fails to consummate any such purchase within such 30-day period, the Company would have the right, subject to the provisions of Section 12.1(f) under definitive agreements with other participants but not the obligation to issue such securities on terms and conditions in the New Issuance, which in any event shall occur within ninety (90aggregate no more favorable to the other offeree(s) days after the anticipated date of the New Issuance as than those set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company a definitive agreement to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event entered into no later than ninety (90) 120 days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of after such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankdate. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has Prior to a Qualifying Ownership InterestQualified IPO, if the Company (i) Holdings proposes to issue additional equity securities (a “New Issuance”including securities exercisable for or convertible into equity securities) of Holdings, (ii) First Data proposes to issue additional equity securities or (iii) any other Subsidiary of Holdings proposes to issue additional equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, Holdings shall deliver to each Qualifying Holder a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen issuance at least thirty (1530) business days prior to the anticipated date of the proposed issuance date (the period from the effectiveness pursuant to Section 16(e) of such notice until the date of such proposed issuance, the “Preemptive Rights NoticeSubscription Period”). The Investor Such notice shall have include, to the right extent applicable, (i) the identity of the issuer, (ii) the amount, kind and terms of the equity securities to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest be included in the Company immediately prior to any such issuance of New Securities issuance, (iii) the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms maximum and conditions minimum price (in cash) of the New Issuance, including the number New Securities proposed equity securities to be issued, the issue price and the maximum number of New Securities that the Investor may purchase included in the New Issuance pursuant to issuance, (iv) the immediately preceding sentencename and address of the proposed purchaser and (v) the proposed issuance date, if known. (b) The Investor may elect to participate in Each Qualifying Holder shall have the New Issuance to option, exercisable at any time during the extent described in Section 4.4(afirst twenty (20) days of the Subscription Period by delivering an irrevocable written notice to the Company by the date specified by the Company Holdings (except as otherwise provided in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance 6) and on the same terms as those of the proposed issuance of such additional equity securities (including the number or amount, as applicable, of equity securities issuable upon exercise or conversion of any other participant security), to irrevocably subscribe for up to such number or amount, as applicable, of equity securities as is equal to the product of (A) the number or amount of any such additional equity securities (including securities exercisable for or convertible into equity securities) to be offered and (B) Preemptive Percentage, in each case, on the same terms and conditions as are to be provided to the proposed purchaser in the New Issuance; provided, further, that issuance in question. Each Qualifying Holder who does not exercise any portion of such option in accordance with the above requirements shall be deemed to have waived all of such Qualifying Holder’s rights with respect to such issuance. In the event that any Qualifying Holder does not elect to purchase its aggregate Preemptive Percentage of the Company is issuing additional equity securities (including securities exercisable for or convertible into equity securities), Holdings shall deliver to each Qualifying Holder (other than declining Qualifying Holders) a written notice thereof not later than the twenty-fifth (25th) day of the Subscription Period, including the number or amount, as applicable, of equity securities which were subject to the purchase right of such declining Qualifying Holder(s), and, prior to the twenty-eighth (28th) day of the Subscription Period each other Qualifying Holder may subscribe for not more than one type or class its Preemptive Percentage (calculated using the number of New Securities in connection with Holdings Shares owned by such New Issuance, Holder relative to the Investor participating in number of Holdings Shares owned by all non-declining Qualifying Holders) of such issuance shall be required to acquire declined equity securities before the same percentage expiration of all such types and classes of securitiesthe Subscription Period. (c) The closing In the case of issuances of equity securities covered by this Section 6, a Qualifying Holder may elect to subscribe for such securities by making a payment to Holdings which Holdings shall apply to the purchase of, and hold as agent for the Qualifying Holder (but not as an asset of Holdings), such securities on behalf of such Holder. (d) If, prior to consummation of the acceptances issuance of equity securities covered by this Section 6, the terms of the Preemptive Rights shall take place at proposed issuance change with the same time as result that the closing(s) under definitive agreements with other participants in price is less than the New Issuance, which in any event shall occur within ninety (90) days after minimum price or more than the anticipated date of the New Issuance as maximum price set forth in the Preemptive Rights Notice. notice contemplated by clause (a) above or the other principal terms are substantially more favorable to the prospective purchaser than those set forth in such notice, it shall be necessary for a separate notice to be furnished, and the terms and provisions of this Section 6 separately complied with. (e) If at the end of the ninetieth (90th) day after the date of the effectiveness of the notice contemplated by clause (a) above as such period may be extended to obtain any required regulatory approvals, Holdings or its Subsidiary, as applicable, has not completed the issuance, each Qualifying Holder shall be released from such Qualifying Holder’s obligations under the written commitment, the notice shall be null and void, and it shall be necessary for a separate notice to be furnished, and the terms and provisions of this Section 6 separately complied with, in order to consummate such issuance. (f) In the event that the New Issuance participation in the issuance by a Qualifying Holder as a purchaser would require under applicable Law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities where such registration or qualification is not consummated within otherwise required for the time frame described aboveissuance or (ii) the provision to any Qualifying Holder of any specified information regarding Holdings or any of its Subsidiaries or the securities to be issued that is not otherwise required to be provided for the issuance, such Qualifying Holder shall not have the Company’s right to consummate participate in the issuance; provided that, if a broker, dealer or agent is required for participation of a Qualifying Holder pursuant to clause (i) above and such New Issuance Qualifying Holder agrees (in the form reasonably required by Holdings) to pay all costs and fees related to such broker, dealer or agent, then Holdings shall expire obtain such a broker, dealer or agent in connection with such issuance and the Company such Qualifying Holder shall be required able to comply participate in such issuance. (g) Each Qualifying Holder shall take or cause to be taken all such reasonable actions as may be necessary or reasonably desirable in order expeditiously to consummate each issuance pursuant to this Section 6. (h) Notwithstanding the requirements of this Section 6, Holdings, First Data or any other Subsidiary of Holdings, as applicable, may proceed with any issuance that would otherwise be subject to this Section 6 prior to having complied with the provisions of this Section 6; provided that Holdings, First Data, or such other Subsidiary of Holdings, as applicable, shall: (i) provide to each Holder in connection with such issuance (A) prompt notice of such issuance and (B) the notice described in clause (a) above in which the actual price of the equity securities shall be set forth; (ii) offer to issue to each Holder such number or amount of securities of the type issued in the issuance as may be requested by such Holder (not to exceed the Preemptive Percentage that such Holder would have been entitled to pursuant to this Section 6 multiplied by the number or amount of equity securities included in the issuance and any further issuance pursuant to this clause (h)) on the same economic terms and conditions with respect to such securities as the subscribers in the issuance received; and (iii) keep such offer open for a period of thirty (30) Business Days, during which period, each such Holder may accept such offer by sending an irrevocable written acceptance to Holdings or its Subsidiary, as applicable, committing to purchase in accordance with the procedures set forth in Section 6(b), an amount of such securities (not in any event to exceed the Preemptive Percentage that such Holder would have been entitled to pursuant to this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance6 otherwise, the Company shall issue certificates to the Investor promptly following payment multiplied by the Investor number or amount of the purchase price for equity securities included in such exercise in accordance with the terms issuance and conditions as specified in the Preemptive Rights Noticeany further issuance pursuant to this clause (h)). (di) Notwithstanding anything to the contrary herein, the Investor The provisions of this Section 6 shall not have apply to issuances by Holdings or any Preemptive Rights in connection with Subsidiary of Holdings as follows: (i) any issuance of New Securities securities to management, consultants, employees, officers Holdings or directors any wholly owned Subsidiary of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), Holdings; (ii) any issuanceissuance of securities upon the exercise or conversion of any stock, delivery options, warrants or sale convertible securities outstanding on the date hereof or issued after the date hereof in a transaction that complied with the provisions of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), this Section 6; (iii) any issuance of equity securities, options, warrants or convertible securities to officers, employees, directors or consultants (other than a Holder or an Affiliate thereof) of Holdings or its Subsidiaries in connection with such Person’s employment or consulting arrangements with Holdings or its Subsidiaries, in each case to the extent approved by Holdings (or the governing body of the entity making such issuance, delivery ) or sale of New Securities in any registered public offering pursuant to an employment benefit plan incentive award program or other compensation arrangement; (iv) any issuance of New Securities equity securities, options, warrants or convertible securities, in each case to the extent approved by Holdings (or the governing body of the entity making such issuance), (A) in any direct or indirect business combination or acquisition transaction involving Holdings or any of its Subsidiaries, including with respect to a Change of Control, (B) in connection with any joint venture or strategic partnership entered into primarily for purposes other than raising capital (as determined in good faith by Holdings in its sole discretion) or (C) to financial institutions, commercial lenders, broker/finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by Holdings or any of its Subsidiaries; (v) any issuance of equity securities pursuant to a Public Offering; (vi) any issuance of securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock equity interest or recapitalization approved by Holdings (or the Board governing body of Directors (any the entity making such issuance, an “Exempted Issuance”).; or (evii) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the any issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required securities in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankIPO Conversion. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following If, after the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)Closing Date, the Company shall provide written notice propose to issue or sell New Securities or enters into any contracts, commitments, agreements, understandings or arrangements of such proposed New Issuance any kind relating to the Investor no later than fifteen issuance or sale of any New Securities and a Purchaser still holds twenty percent (1520%) business days prior to of the anticipated issuance date (the “Preemptive Rights Notice”). The Investor Convertible Preferred Stock acquired hereby by such Purchaser, then each such Purchaser shall have the right to purchase for cash, that number of New Securities at the same price and on the same terms proposed to be issued or sold by the Company so that such Purchaser would after the issuance and sale of all such New Securities, hold the same proportional interest of the then outstanding shares of Common Stock (assuming that any outstanding securities or other rights, including the Convertible Preferred Stock, convertible or exchangeable into or exercisable for Common Stock have been converted, exchanged or exercised) as was held by such Purchaser immediately prior to such issuance and sale (the "Proportionate Percentage"). The Company shall give each Purchaser written notice of its intention to issue and sell New Securities, describing the type of New Securities, the price and the general terms and conditions and at upon which the same time as Company proposes to issue the New Issuance, same. Each Purchaser shall have twenty-five (25) days from the giving of such number notice to agree to purchase all (or any part) of its Proportionate Percentage of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in for the Company immediately prior to any such issuance of New Securities (price and upon the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase specified in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) notice by delivering an irrevocable giving written notice to the Company by and stating therein the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class quantity of New Securities to be purchased. If Purchasers fail to exercise in connection with full such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. right within twenty-five (c25) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuancedays, the Company shall issue certificates have one hundred twenty-five (125) days thereafter to sell the Investor promptly following payment by the Investor New Securities in respect of the purchase which Purchasers' rights were not exercised, at a price for such exercise in accordance with the and upon general terms and conditions as no more favorable to the buyers thereof than specified in the Preemptive Rights Notice. (d) Notwithstanding anything Company's notice to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements Purchasers pursuant to this Section 4.4 and similar provisions Section. If the Company has not sold the New Securities within such one hundred twenty-five (125) day period, the Company shall not thereafter issue or sell any New Securities, except by giving Purchasers the right to purchase their Proportionate Percentage in the other stock purchase agreements manner provided above. Shelf Registration. ------------------- Within 45 days after the Closing Date, the Company shall prepare and file with the SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration") registering the resale from time to time by Purchasers of all of the Registrable Securities (the "Initial Shelf Registration"). The Registration Statement for any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Purchasers in the Other Private Placements manner or manners designated by them. The Company shall be consummated use its best efforts to cause the Initial Shelf Registration to become effective under the Securities Act as promptly as is practicable but and to keep the Initial Shelf Registration continuously effective under the Securities Act until the end of the Effectiveness Period. If the Company fails to file the Initial Shelf Registration within 45 days after the Closing Date, then, unless such a delay is attributable to any Purchaser not timely providing information reasonably requested by the Company, the dividend payable upon the Convertible Preferred Stock shall increase to 15% per annum until such Initial Shelf Registration is filed. In such instance, upon filing such Initial Shelf Registration, the dividend shall revert to 5%. Notwithstanding the foregoing, until the Initial Shelf Registration is declared effective by the Securities and Exchange Commission, no shares of Convertible Preferred Stock shall be converted pursuant to Section 4(b) of the Certificate of Designation. If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities shall have been sold or shall have ceased to be Registrable Securities), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event no later than ninety shall within thirty days of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities (90) days subsequent a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to become effective as promptly as is practicable after such filing and to keep such Registration Statement continuously effective until the end of the Effectiveness Period. The Company shall supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the date on which registration form used by the Company consummates for such Shelf Registration, if required by the Expedited Issuance under this Section 4.4(e)Securities Act or the SEC, or if reasonably requested by Purchasers. Notwithstanding anything From time to time, the Company shall prepare and file with the SEC a post-effective amendment to the contrary hereinShelf Registration or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or any other required document, so that such Registration Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provide Purchasers copies of any documents filed in such numbers as Purchasers shall reasonably request; and inform Purchasers that the Company has complied with its obligations and that the Registration Statement and related Prospectus may be used for the purpose of selling all or any of such Registrable Securities (or that, if the Company has filed a post-effective amendment to the Shelf Registration which has not yet been declared effective, the consent of Company will notify Purchasers to that effect, will use its best efforts to secure promptly the purchasers effectiveness of such New Securities shall not be required in connection with any Expedited Issuance undertaken at post-effective amendment and will immediately so notify Purchasers when the written direction of the applicable federal regulator of the Company or the Bankamendment has become effective). (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (ai) Following any Issuance arising from a Pre-QIPO Issuance Event and until, but not including, the Closing, for so long as time of the Investor has a Qualifying Ownership InterestQualified IPO, if the Company JD Finance proposes to issue sell any Equity Securities of JD Finance (a the “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New SecurityAdditional Securities”), the Company shall provide written notice of such proposed New Issuance to the Investor JD Finance shall, no later than fifteen thirty (1530) business days prior to issuing such Additional Securities (or in the case of any marketed offering prior to the Qualified IPO, no later than the earlier of thirty (30) days prior to issuing such Additional Securities and ten (10) days prior to the anticipated printing of the preliminary prospectus in connection with such offering), notify JD Group in writing of such proposed issuance date (which notice shall specify, to the “Preemptive Rights Notice”). The Investor shall have extent practicable, the right to purchase price or a range for cashthe purchase price, at if any, for, and the price and on the same terms and conditions of, such Additional Securities) and shall offer to sell such Additional Securities to JD Group in the amounts set forth in Section 10.3(a)(iii) or Section 10.3(a)(iv), as applicable, and subject to Section 10.3(c), upon the terms and conditions set forth in the notice and at the same time Additional Securities Purchase Price as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest provided in the Company immediately prior to any such issuance of New Securities Section 10.3(b) (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (cii) The closing If JD Group wishes to subscribe for a number of Additional Securities equal to or less than the number to which they are entitled under this Section 10.3(a), JD Group may do so (by itself or by causing such Person(s) to which it would be permitted to Transfer Equity Securities pursuant to Section 10.5 to subscribe for all or a portion of such Additional Securities) and shall, in the written notice of exercise of the acceptances offer, specify the number of Additional Securities that it (or each of such Person(s)) wishes to purchase. (iii) With respect to Additional Securities that are JD Finance Equity or equivalent equity interests of JD Finance, JD Finance shall offer to JD Group a number of such Additional Securities, such that, after giving effect to the proposed issuance (including the issuance to JD Group pursuant to the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants Rights), JD Group’s Ownership Interest in the New IssuanceJD Finance after such issuance would equal JD Group’s Ownership Interest in JD Finance immediately prior to such issuance, which in any event shall occur within ninety (90) days after the anticipated date such number of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures Additional Securities set forth in this Section 4.4 prior 10.3(a)(iii) to any subsequent New Issuance. At constitute the consummation “Preemptive Amount of Securities” for JD Group for purposes of any New Issuanceexercise of its Preemptive Rights. If, at the Company shall issue certificates to the Investor promptly following payment by the Investor time of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have determination of any Preemptive Rights in connection with (i) any issuance Amount of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) 10.3(a)(iii), any other Person has preemptive or other equity purchase rights similar to the Investor Preemptive Rights, such Preemptive Amount of Securities shall be recalculated to take into account the amount in RMB or the number of equivalent equity interests reflecting the Ownership Interest in JD Finance of such Persons that such Persons have committed to purchase, rounding down such Preemptive Amount of Securities to the nearest whole such security of JD Finance that is proposed for sale. (iv) With respect to Additional Securities that are Equity Securities and certain other investors not JD Finance Equity nor equivalent equity interests of JD Finance, JD Finance shall offer to JD Group, all or any portion specified by JD Group, of a number of such securities equal to the total number of such Additional Securities proposed to be sold, multiplied by JD Group’s Ownership Interest in JD Finance at such time (which number shall constitute the Other Private Placements pursuant Preemptive Amount of Securities for purposes of any exercise of Preemptive Rights to which this Section 4.4 and similar provisions in 10.3(a)(iv) applies). If, at the other stock purchase agreements in time of the Other Private Placements shall be consummated as promptly as is practicable but in determination of any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance Preemptive Amount of Securities under this Section 4.4(e10.3(a)(iv). Notwithstanding anything , any other Person has preemptive or other equity purchase rights similar to the contrary hereinPreemptive Rights, such Preemptive Amount of Securities shall be recalculated to take into account the consent of the purchasers number of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction securities such Persons have committed to purchase, rounding down such Preemptive Amount of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent nearest whole such security of JD Finance that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Codeis proposed for sale.

Preemptive Rights. (a) Following If after the Closing, for so long as the Investor has a Qualifying Ownership Interest, if date hereof the Company proposes to issue (a “New Issuance”) issues any equity (including shares of Common Stock or shares other capital stock of the Company Preferred Stock)(collectively, or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a the “New SecurityCompany Securities”), then the Company Warrantholder shall provide written notice of such proposed New Issuance to have the Investor no later than fifteen (15) business days prior to the anticipated issuance date right (the “Preemptive Rights NoticeRight”). The Investor shall have the right , subject to Section 5.03(a), to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, that amount of such number of New Company Securities as are required sufficient to enable it the Warrantholder to maintain its then-existing proportionate Common Stock-equivalent ownership interest in such shares of Company Securities (on a Fully-Diluted Basis (as such term is defined in the Company Warrant)) at the level of such interest immediately prior to any such issuance; provided, however, that if such issuance is the first issuance of New such class of Company Securities, then such Preemptive Right shall apply so as to permit the Warrantholder to purchase that percentage of Company Securities as is equal to such Person’s percentage ownership of Common Stock (the “Preemptive Amount”on a Fully-Diluted Basis). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect Company shall give written notice of any such issuance to participate the each Warrantholder with a Preemptive Right pursuant to Section 5.03(a), setting forth in reasonable detail the proposed terms and conditions thereof (the “Issuance Notice”), which notice shall be, at the option of the Company, either at least twenty (20) days before or within twenty (20) days after the date of such issuance, and shall offer the Warrantholder with a Preemptive Right pursuant to Section 5.03(a) the opportunity to purchase such Company Securities at the same price and on substantially the same terms (but in no event less favorable in the New Issuance aggregate) as the securities are proposed to be or were issued by the extent described Company. Each Warrantholder with a Preemptive Right pursuant to Section 5.03(a) may exercise its Preemptive Right in Section 4.4(a) whole or in part by delivering an irrevocable delivery of a written notice to the Company by within ten (10) days after delivery of the date specified by the Company in the Preemptive Rights Issuance Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive RightsExercise Period”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant and delivery of immediately available funds in the New Issuancerequisite amount within five (5) days after the expiration of the Exercise Period (the “Payment Period”); providedand to the extent that any such Warrantholder shall fail to (i) exercise such right within the Exercise Period or (ii) pay the requisite amount within the Payment Period, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance Warrantholder shall be required deemed to acquire the same percentage of all have irrevocably declined to exercise such types and classes of securitiesright. (c) The closing Notwithstanding any provision of this Agreement to the acceptances of the contrary, Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in not apply to any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, following circumstances: (i) issuances to the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to or any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, its subsidiaries’ existing or prospective employees, officers independent contractors, strategic partners, consultants or directors of the Company pursuant to management or employee incentive programs grants, issuances, arrangements or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), Directors; (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities issuances in connection with any stock splitmerger, stock consolidation or acquisition of any business or assets used in the business of the Company and its subsidiaries; (iii) issuances in any underwritten public offering; (iv) issuances pursuant to a split or a dividend paid on a proportionate basis of the same securities to all holders of such class of capital stock; (v) securities distributed or set aside ratably to all holders of the affected class Company’s securities on an equivalent basis; and (vi) issuances upon conversion, exercise or exchange of capital stock instruments convertible into or recapitalization approved by exercisable or exchangeable for Company Securities. In addition, no Warrantholder shall have a Preemptive Right if the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors Company determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance offering or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Company Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in such Preemptive Right would require registration under the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance Securities Act or under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankstate securities laws. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following The Company hereby grants to each Stockholder who is a member of the Closing, for so long as the Investor has Windward Group or a Qualifying Ownership Interest, if the Company proposes to issue Management Stockholder (a “New Issuance”and their respective Permitted Transferees) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such securityeach, a “New SecurityPreempting Stockholder”) a right of first refusal to purchase, with respect to the issuance by the Company of new or additional equity securities for cash, that portion of such new or additional equity securities as may be necessary in order to permit such Stockholder to maintain their relative ownership of the aggregate amount of the Company’s total common equity (calculated on a Fully-Diluted Basis). Such right of first refusal would be offered to each Preempting Stockholder (such offer, the Company shall provide “Preemptive Rights Offer”) pursuant to a written notice of from the Company offering each Preempting Stockholder such proposed New Issuance securities on the same terms and conditions as offered to the Investor no later than fifteen other offeree(s) (15) business days prior to the anticipated issuance date (such written notice, the “Preemptive Rights Notice”). The Investor shall Each Preempting Stockholder would have 15 days from the right to purchase for cash, at date of the price and on Company’s delivery of the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth to notify the Company in writing of its binding acceptance of such Preemptive Rights Offer with respect to all material terms and conditions of the New Issuance, including the number New Securities proposed (but not less than all) equity securities which are offered to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance such Preempting Stockholder pursuant to the immediately preceding sentencesuch Preemptive Rights Offer. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in If a Preempting Stockholder accepts the Preemptive Rights Notice (which shall be no later than three (3) business days before Offer in accordance with the anticipated date provisions of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”)preceding sentence, the Investor must execute all customary transaction documentation Company and any such accepting party shall have 30 days in connection with which to consummate such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in binding agreement. In the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of a Preempting Stockholder does not accept the Preemptive Rights shall take place at Offer within such 15-day period in accordance with the same time as provisions of the closing(spreceding sentence or fails to consummate any such purchase within such 30-day period, the Company would have the right, subject to the provisions of Section 12.1(f) under definitive agreements with other participants but not the obligation to issue such securities on terms and conditions in the New Issuance, which in any event shall occur within ninety (90aggregate no more favorable to the other offeree(s) days after the anticipated date of the New Issuance as than those set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right pursuant to consummate a definitive agreement to be entered into no later than 120 days after such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Noticedate. (dc) Notwithstanding anything to the contrary contained herein, no rights of first refusal pursuant to Section 6.1(a) above would apply in the Investor shall not have any Preemptive Rights in connection with event of (i) any issuances or grants of equity securities to the officers, directors or employees of the Company or any of its subsidiaries, (ii) the exercise of any employee or director options or the exercise or conversion of any options, warrants or convertible securities in existence as of the date of the Closing or issued pursuant to or in connection with the Stock Purchase Agreement, or the issuance of New Securities any securities to management, consultants, employees, officers the employees or directors of the Company or its subsidiaries pursuant to management any restricted stock or employee other incentive programs plan of the Company or plans approved by any of its subsidiaries or the Board issuance upon the conversion or exercise of Directors (including any such programs convertible securities or plans in existence on warrants the date hereof)issuance of which was subject to this Article VI, (iiiii) any issuancethe issuance of equity securities, delivery either directly or sale of New Securities by the Company to any person as consideration indirectly, in connection with (but not in connection with raising capital to fund) (1) an acquisition or the acquisition, strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of either the Company or any of the Stockholders (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any the issuance of New Securities securities (including any convertible securities or options and the conversion or exercise thereof) to any third party which is at such time a creditor of the Company, in connection with any stock split, stock dividend paid on a proportionate basis to all holders the refinancing or restructuring of the affected class indebtedness owed to such third party, (v) an issuance of capital stock or recapitalization approved securities by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with an IPO Event or any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.other Registration,

Preemptive Rights. (a) Following the ClosingIf, for so long as the Investor has a Qualifying Ownership Interestat any time or from time ----------------- to time, if the Company Newco offers or proposes to issue (a “New Issuance”) offer any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options interests or debt that are is convertible into or exercisable or exchangeable into for equity interests in Newco or that include an equity component any of its Subsidiaries, Newco shall offer, or shall cause to be offered (any such securityand the Company, a “New Security”if then Controlling Newco, shall cause Newco to offer), to each Holder such interests or such convertible debt on a pro rata basis in accordance with its ownership interest in Newco on terms and conditions no less favorable than the Company shall provide most favorable terms offered to others. Newco will give the Holders at least 20 days' written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the purchase right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest set forth in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”)paragraph above. The Preemptive Rights Notice Such notice shall set forth all material a description of the securities, the proposed number of such securities and the form of consideration to be paid for such securities and the other expected terms and conditions of the New Issuance, including offer. To the number New Securities proposed to be issued, the issue price and the maximum number of New Securities extent that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order Holders have elected to exercise such rights under this Section 4.4 (“Preemptive Rights”)within such 20-day period, the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior sales to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements Holders shall be consummated as promptly as is practicable but concurrently and, in any event no later than ninety (90) case, within 45 days subsequent from the date the offer is first made. To the extent that the Holders have not elected to exercise such rights within such 20-day period, Newco shall have 180 days from the date on which the Company consummates offer is first made to consummate the Expedited Issuance under transactions contemplated by the offering on no more favorable terms to the purchasers thereof than offered to the Holders. The foregoing notwithstanding, this Section 4.4(e). Notwithstanding anything 6.2 shall not apply to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company offer or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities any Common Stock of Newco (i) upon the grant or exercise of any options issued under a plan for employees of Newco approved by Newco's board of directors not to exceed 5% of Newco's outstanding Capital Stock on a Fully Diluted Basis, (ii) in a Qualified Offering or (iii) pursuant to the extent that a majority Company's obligation to spin off shares of Common Stock of Newco to its existing shareholders arising under the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the CodeDebenture Registration Rights Agreement.

Preemptive Rights. (a) Following The Investors shall, until the Closingfifth (5th) anniversary of the Initial Closing Date, for so long as the Investor has a Qualifying Ownership InterestInvestors own any Shares, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock Warrants or shares of Company Preferred Stock)Warrant Shares, or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase additional shares of Prison Realty's Common Stock, or securities convertible into or exchangeable for cashsuch common stock (including without limitation, at the price warrants, options or convertible stock or debt) in any issuance of securities by Prison Realty other than issuances of securities described in Section 7.10 (c) hereof in a pro-rata amount and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it called for by each future issuance (or as nearly as may be practicable in the event the Investors cannot comply with such terms and conditions). For the purposes of this Section 7.10, the term "pro-rata amount" shall mean such amount as will allow each Investor to maintain its proportionate then existing percentage ownership of Prison Realty's Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities Stock on a fully converted basis (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions including its fully diluted ownership resulting from ownership of the New Issuance, including the number New Securities proposed to be issued, the issue price Shares and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentenceWarrants). (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable In connection with this preemptive right, Prison Realty shall provide written notice to the Company by the date specified by the Company in the Preemptive Rights Notice each Investor within fifteen (which shall be no later than three (315) business days following the end of each fiscal quarter of Prison Realty of all issuances by Prison Realty giving rise to preemptive rights during such fiscal quarter. The Investors shall then provide written notice to Prison Realty of the extent to which they are exercising their preemptive rights and close any transaction relating to the exercise of preemptive rights hereunder on or before the anticipated date twentieth (20th) business day following receipt of such notice by Prison Realty. Any preemptive right not exercised by the New Issuance)end of such period will expire, setting forth the number lapse and be of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securitiesno effect. (c) The closing This Section 7.10 shall not apply to (w) securities issued to persons who are directors or employees of Prison Realty pursuant to any benefit plan, (x) securities issued by Prison Realty upon the conversion of convertible debt issued by Prison Realty as of the acceptances Initial Closing Date, (y) securities issued as consideration for a "business combination" by Prison Realty, so long as such consideration has a fair market value of less than $50 million and such shares are issued at fair market value, or (z) the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants issuance and sale of securities in the New Issuance, which in any event shall occur within ninety (90) days after Rights Offering or issued upon the anticipated date conversion or exercise of such securities. For the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described abovepurposes of this Section 7.10, the Company’s right to consummate such New Issuance term "business combination" shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to mean any subsequent New Issuance. At the consummation of any New Issuancecash, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary hereintender or exchange offer, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swapconsolidation or other business combination, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders combination of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”)foregoing transactions. (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Until the Closingthird anniversary of the First Closing Date, the Company hereby grants to each Purchaser the right to purchase a pro rata share of all New Securities which the Company may, from time to time, propose to sell and issue. A Purchaser's pro rata share, for so long as purposes of this right, is the Investor has ratio of the number of Ordinary Shares owned by such Purchaser on a Qualifying Ownership Interestfully diluted basis immediately prior to the issuance of New Securities, if to the total number of Ordinary Shares of the Company issued and outstanding on a fully diluted basis immediately prior to the issuance of New Securities. (b) If a Purchaser does not or does not fully exercise its rights under Section 5.11(a), the remaining Purchasers shall be entitled to purchase a pro rata share of all such unclaimed New Securities. A Purchaser's pro rata share, for purposes of this Section 5.11(b), is the ratio of the number of Ordinary Shares owned by such Purchaser immediately prior to the issuance of New Securities, to the total number of Ordinary Shares owned by the Purchasers at such time. (c) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser prior written notice of its intention, describing the type of New Securities, their price and the general terms upon which the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (the same. Each Purchaser shall have 14 days after any such security, notice is delivered to agree to purchase its pro rata share of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and the other Purchasers. The Company shall provide the Purchasers reasonable opportunity to exercise their rights under Section 5.11(b) above. (d) Whether or not a “New Security”Purchaser exercises its rights granted in Section 5.11(a) within said 14 day period (or longer to the extent required to provide the Purchasers reasonable opportunity to exercise their rights under Section 5.11(b)), the Company shall provide written notice of such proposed New Issuance have 60 days thereafter to sell or enter into an agreement (pursuant to which the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number sale of New Securities as are required covered thereby shall be closed, if at all, within 60 days from the date of said agreement) to enable it to maintain its proportionate Common Stock-equivalent interest in sell the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (for which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with each such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s Purchaser's right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior 5.11 was or was not exercised, at a price and upon terms no more favorable than what was offered in the Company's notice pursuant to any subsequent New IssuanceSection 5.11(a). At In the consummation of any New Issuance, event the Company shall issue certificates to has not sold the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities within said 60-day period or entered into an agreement to management, consultants, employees, officers or directors of sell the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions foregoing 60-day period from the date of this Section 4.4said agreement, and (ii) the sale of Company shall not thereafter issue or sell any New Securities, without first again offering such additional New Securities under this Section 4.4(e) securities to the Investor and certain other investors Purchasers in the Other Private Placements pursuant to this manner provided in Section 4.4 5.11(a) and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e5.11(b). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the ClosingIf, for so long as the Investor has a Qualifying Ownership Interestat any time, if the Company proposes to issue or sell any New Securities (as defined above) to any Person, whether or not a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock)Member, or any securitiesthen, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later not less than fifteen (15) business days nor more than one hundred twenty (120) days prior to the anticipated issuance date consummation of such transaction, the Company shall give notice thereof (the “Preemptive Rights Notice”) to each Member who holds Interests (individually, “Participating Member,” and collectively, “Participating Members”). The Investor shall have Each Preemptive Rights Notice shall: VII.1.1. Specify in reasonable detail (i) the right to purchase for cash, at the price number and on the same terms and conditions and at the same time as the New Issuance, such number type of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in which the Company immediately prior proposes to any such issuance of New Securities issue or sell, and (ii) the “Preemptive Amount”). The Preemptive Rights Notice shall set forth time within which, the price at which, and all other material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuanceupon which, the Company proposes to issue or sell such New Securities; and, VII.1.2. Make explicit reference to this Article VII and state that the right of each Participating Member to purchase any of such New Securities under this Article VII shall issue certificates to the Investor promptly following payment by the Investor expire unless exercised with thirty (30) days of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) VII.1.3. Notwithstanding anything contrary to the contrary hereinforegoing, XXXX has the right to assign XXXX’x preemptive rights under this Agreement, with any exercise of such assignment being evidenced by an executed assignment (of a form attached hereto as Appendix C) filed with the Company and maintained in the company minute book. Upon XXXX’x exercise of such assignment right, the Investor assignee and not XXXX shall not be deemed the “Participating Member” pursuant to this Article VII. VII.1.4. Each Participating Member shall have any the right, in the nature of a preemptive right, but no obligation, to purchase up to all of its Preemptive Rights in connection with Pro Rata Amount (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(sdefined below) of such New Securities has consented as described in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e)7.1 above. Notwithstanding anything to the contrary As used herein, the consent term “Preemptive Rights Pro Rata Amount,” as applied to any Participating Member on any date, shall mean a fraction (expressed as a percentage), the numerator of which is the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator Interests of the Company or then held by such Participating Member and the Bank. (f) In additiondenominator of which is the outstanding Interests of the Company, in each case, excluding the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Codebe issued.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if If at any time the Company proposes to issue issue, sell or grant (a “New other than pursuant to an Exempt Issuance”) any equity (including shares of Common Stock Stock, preferred stock or shares of Company Preferred other equity securities, whether now or hereafter authorized (“New Stock”), or proposes to issue, sell or grant (other than pursuant to an Exempt Issuance) any securitiessecurities or instruments convertible into, exchangeable or exercisable for New Stock or any options or debt that are convertible or exchangeable into equity or that include an equity component (rights to purchase any such security, a securities or instruments (“New SecuritySecurities”), then not less than 30 days nor more than 60 days prior to consummating such transaction, the Company shall provide written give notice of such proposed New Issuance thereof to the Investor no later than fifteen each Stockholder (15) business days prior to the anticipated issuance date (the a “Preemptive Rights Notice”). The Investor Each such Preemptive Rights Notice shall: (i) specify in reasonable detail (A) the number and type of New Stock and/or New Securities which the Company proposes to issue or sell, and (B) the time within which, the price per share at which and all other material terms and conditions upon which the Company proposes to issue or sell such securities; and (ii) make explicit reference to this Section 9 and state that the right of each Stockholder to purchase any of such securities pursuant to this Section 9 shall expire unless exercised within 20 days after receipt of such Preemptive Rights Notice. (b) Each Stockholder shall have the right right, in the nature of a preemptive right, to purchase for cashthat amount of such New Stock or New Securities, at the price and on the same terms and conditions and at as shall be applicable to the same time issue or sale of such New Stock or New Securities, as will enable the New Issuance, such number of New Securities as are required to enable it Stockholder to maintain its proportionate Common Stock-equivalent interest in fully diluted percentage ownership of securities of the Company following such issuance or sale at the level held by it immediately prior to any such issuance or sale. Each Stockholder may purchase the total amount of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number Stock or New Securities proposed to be issuedwhich it is entitled or any lesser amount as such Stockholder may elect. To the extent that a Stockholder elects to purchase less than the total amount of New Stock or New Securities to which it is entitled, the issue price and the maximum number of New Securities that the Investor other Stockholders may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securitiesamount not so elected. (c) The closing of A Stockholder must notify the acceptances Company within 20 days after receipt of the Preemptive Rights shall take place at Notice if the same time as the closing(s) Stockholder desires to exercise its purchase rights under definitive agreements with other participants in the New Issuancethis Section 9. The failure of a Stockholder to provide such notice within such 20-day period shall, which in for purposes of this Section 9, be deemed to constitute an irrevocable waiver by such Stockholder of its right to purchase any event shall occur within ninety (90) days after the anticipated date portion of the New Issuance as set forth Stock and/or New Securities specified in the such Preemptive Rights Notice. In The Company will not consummate any such proposed issue or sale unless any Stockholder electing to exercise its purchase rights under this Section 9 is permitted to purchase the event securities it is entitled to pursuant to this Section 9. A Stockholder shall not be obligated to purchase phx-srv01\1468546v07 any securities pursuant to this Section 9, except to the extent that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and Stockholder has notified the Company shall be required to comply with of the procedures set forth Stockholder’s exercise of the preemptive rights granted in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice9. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing The provisions of this Section 4.4, if 9 will terminate upon the completion of a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankQualified Public Offering. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Subject to Section 4.01(g), the ClosingCorporation hereby grants to each Stockholder that owns (including all shares owned by such Stockholder’s Related Persons) at least 1.0% of the Aggregate Common Stock as of the close of business on the record date determined by the Board of Directors (each such Stockholder, for so long as the Investor has a Qualifying Ownership Interesttogether with each such Related Person of such Stockholder, if the Company proposes to issue (a “New IssuancePreemptive Rightsholder”), which record date shall not be more than ten (10) any equity Business Days prior to, and shall not be later than, the Corporation’s delivery of the Issuance Notice, the right to purchase up to its pro rata portion (including based on the number of shares of Common Stock or owned by such Preemptive Rightsholder as of the close of business on the record date, as a percentage of the total number of shares of Company Preferred Stock), Common Stock owned (without duplication) by all Preemptive Rightsholders) of any (i) New Securities that the Corporation or any securitiesof its Subsidiaries proposes to sell or issue to any Person and (ii) Debt Securities that the Corporation or such Subsidiary proposes to sell or issue solely or predominantly to any Related Party, options or debt that are convertible or exchangeable into equity or that include an equity component in each case of clauses (i) and (ii) at any time and from time to time after the date hereof (with respect to a Preemptive Rightsholder, such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the Preemptive Rightsholder’s “Preemptive Rights NoticeShare”). The Investor rights of Preemptive Rightsholders to purchase New Securities and Debt Securities pursuant to this Section 4.01 (the “Securities Purchase Right”) shall apply at the time of issuance of any right, warrant, or option or convertible or exchangeable security that constitutes a New Security or Debt Security, as applicable, and not to the subsequent conversion, exchange or exercise of such New Security or Debt Security, as applicable, in accordance with its terms. (b) The Corporation shall give each Preemptive Rightsholder written notice of any proposed issuance or sale of New Securities or Debt Securities that is subject to the Securities Purchase Right, at least ten (10) Business Days prior to the proposed issuance or sale. Such notice (an “Issuance Notice”) shall set forth the material terms and conditions of the proposed transaction, including the proposed manner of issuance or sale, a description of the New Securities or Debt Securities, as applicable, the total number of New Securities or Debt Securities, as applicable, proposed to be issued or sold, the proposed issuance or sale date, the proposed purchase price per share, and (if known) the name and address of the proposed purchaser of the New Securities or Debt Securities, as applicable. (c) At any time during the ten (10) Business Days following receipt of an Issuance Notice, each Preemptive Rightsholder shall have the right, but not the obligation, to irrevocably elect, by written notice to the Corporation, to purchase up to its Preemptive Share of the New Securities or Debt Securities, as applicable, at the purchase price set forth in the Issuance Notice and upon the other terms and conditions specified in the Issuance Notice; provided, however, that no Preemptive Rightsholder shall be obligated (or permitted without the Corporation’s consent) to purchase any New Securities or Debt Securities, as applicable, pursuant to this Section 4.01 unless all required regulatory approvals, if any, applicable to such purchase have been obtained. Except as provided in the next sentence, the purchase of New Securities or Debt Securities, as applicable, by the electing Preemptive Rightsholders shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. The closing of the purchase of New Securities or Debt Securities, as applicable, by any electing Preemptive Rightsholder may be extended beyond the closing of the transaction described in the Issuance Notice, to the extent necessary to (i) obtain required approvals of any Governmental Entity and other required regulatory approvals which such Preemptive Rightsholder shall be diligently pursuing in good faith (and the Corporation shall use its commercially reasonable efforts to obtain any approvals required to be obtained by it; provided that the Corporation shall not be required to incur any out-of-pocket unreimbursed expenses in connection therewith other than those expenses that are not related to any specific Preemptive Rightsholder or specific group of Preemptive Rightsholders) and (ii) permit the Preemptive Rightsholder to complete its internal capital call process following receipt of the Issuance Notice; provided, however, in each case such Preemptive Rightsholder shall have no more than 180 days (in the case of obtaining approvals) or 30 days (in the case of completing an internal capital call) after delivery of the applicable Issuance Notice to obtain such approvals or complete such internal capital call process. If a Preemptive Rightsholder does not obtain the required approvals or complete its internal capital calls within the time set forth in the preceding sentence, such Preemptive Rightsholder shall be deemed to have not exercised its Securities Purchase Right and the Corporation shall have the right to issue such New Securities or Debt Securities, as applicable, in accordance with the Issuance Notice, and references to the date the applicable Issuance Notice was given in Section 4.01(e) (and without regard to Section 4.01(d)) shall be deemed to refer to the date that the period set forth in the preceding sentence ended. Notwithstanding anything to the contrary contained herein, in the event that the closing of any purchase of New Securities or Debt Securities, as applicable, by any Preemptive Rightsholder is extended pursuant to this paragraph, such extension shall not preclude the consummation of the issuance or sale of the remaining New Securities or Debt Securities, as applicable, described in the Issuance Notice from occurring prior to such closing. (d) To the extent that one or more Preemptive Rightsholders do not timely exercise their Securities Purchase Rights in accordance with the terms and conditions set forth in this Section 4.01 or elect to exercise any such rights less than in full (the difference between the maximum number of New Securities or Debt Securities, as applicable, such Preemptive Rightsholder could have elected to purchase under this Section 4.01 and the number of New Securities or Debt Securities, as applicable, for cashwhich such Preemptive Rightsholder exercised its preemptive rights under this Section 4.01, such Preemptive Rightsholder’s “Individual Excess Shares” and the Individual Excess Shares of all such Preemptive Rightsholders, the “Excess Shares”), then the Corporation (or the applicable Subsidiary) shall offer to sell to the Preemptive Rightsholders that have validly elected to purchase all of their Preemptive Share of the New Securities or Debt Securities, as applicable, the Excess Shares pro rata (based on the number of shares of Common Stock owned by such Preemptive Rightsholder (without giving effect to the issuance pursuant to the Issuance Notice) divided by the number of shares of Common Stock owned (without duplication) by all Preemptive Rightsholders exercising in full their Securities Purchase Rights) and at the same price and on the same terms as those specified in the Issuance Notice, and conditions and at such Preemptive Rightsholders shall have the same time as right to acquire all or any portion of such Excess Shares within two (2) Business Days following the New Issuance, expiration of the period specified in Section 4.01 by delivering written notice thereof to the Corporation. The Corporation shall continue to offer additional portions to Preemptive Rightsholders validly electing to purchase their full pro rata portion of such number Excess Shares pursuant to this Section 4.01(d) until the earlier of (i) all New Securities or Debt Securities, as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuanceapplicable, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company issued by the date specified by the Company in the Corporation or its Subsidiaries and with respect to which Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order Rightsholders were entitled to exercise their rights under this Section 4.4 4.01 have been allocated to the Preemptive Rightsholders or (“ii) no Preemptive Rights”)Rightsholder remains who has any further right to purchase (including as a result of having waived its rights to purchase) Excess Shares pursuant to the foregoing provision. (e) Following compliance with the terms and conditions set forth in this Section 4.01, the Investor must execute Corporation (or its applicable Subsidiary) shall be free to consummate the proposed issuance or sale of all customary transaction documentation in connection with such or any portion of the remaining New Issuance Securities or Debt Securities, as applicable, that the Preemptive Rightsholders have not elected to purchase, on terms no less favorable to the same terms as Corporation or any other participant of its Subsidiaries than those set forth in the New IssuanceIssuance Notice; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in (i) such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur or sale is closed within ninety (90) days after the anticipated date the related Issuance Notice was given, except that, if such issuance or sale is subject to regulatory approval, such ninety (90)-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than one hundred and ninety (190) days after the related Issuance Notice was given, and (ii) the price at which the New Issuance Securities or Debt Securities, as set forth applicable, are transferred must be equal to or higher than the purchase price described in the Preemptive Rights Issuance Notice. In the event that the Corporation (or its applicable Subsidiary) has not sold such New Issuance is not consummated Securities or Debt Securities, as applicable, within such ninety (90)-day period (as may be extended as set forth in the time frame described abovepreceding sentence), the Company’s right Corporation (or its applicable Subsidiary) shall not thereafter issue or sell any New Securities or Debt Securities, as applicable, without first again offering such securities to consummate such New Issuance shall expire the Stockholders entitled to preemptive rights in the manner provided in this Section 4.01. (f) The rights and the Company shall be required to comply with the procedures obligations set forth in this Section 4.4 prior 4.01 shall automatically terminate upon, and shall cease to have any subsequent New Issuance. At force or effect following, the earlier of (i) the date the Class A Common Stock is listed on a National Securities Exchange in the United States (a “Listing”), or (ii) the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment first public offering and sale of Class A Common Stock by the Investor of Corporation (other than on Form S-4 or Form S-8 or any similar or successor form), pursuant to an effective registration statement under the purchase price for Securities Act (such exercise in accordance with the terms public offering and conditions as specified in the Preemptive Rights Noticesale, an “IPO”). (dg) Notwithstanding anything to the contrary contained herein, the Investor shall not have Corporation and/or any Preemptive Rights in connection with (i) any issuance of its Subsidiaries may issue or sell New Securities or Debt Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors a purchaser (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited IssuanceAccelerated Buyer”) and then comply without first complying with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of 4.01 if the Board of Directors determines in good faith that it is in the best interests of the Corporation to consummate such issuance would materially increase or sale without having first complied with such provisions; provided, that in connection with any such issuance or sale, the risk Corporation shall give the Preemptive Rightsholders written notice of such issuance or cause sale as promptly as practicable, which notice (an “ownership change” within Accelerated Sale Notice”) shall describe in reasonable detail (a) the meaning of Section 382 material terms and conditions of the Codeissuance or sale of the New Securities or Debt Securities, as applicable, to the Accelerated Buyer, including the number or amount and description of the New Securities or Debt Securities, as applicable, issued, the issuance or sale date, the purchase price per share, and the name and address of the Accelerated Buyer and (b) the rights of the Preemptive Rightsholders to purchase New Securities or Debt Securities, as applicable, pursuant to this paragraph, in connection with such issuance or sale. In the event of any such issuance or sale of New Securities or Debt Securities, as applicable, to an Accelerated Buyer, each Preemptive Rightsholder shall have the right, at any time during the ten (10) Business Days following receipt of the Accelerated Sale Notice, to elect to purchase New Securities or Debt Securities, as applicable, in an amount equal to the amount of such New Securities or Debt Securities, as applicable, it would have been entitled to purchase if the issuance or sale to the Accelerated Buyer had instead been completed without regard to this Section 4.01(g), including pursuant to Section 4.01(d). If one or more Preemptive Rightsholders exercise the election to make a purchase, the Corporation shall give effect to each such exercise by either (i) requiring that the Accelerated Buyer sell down a portion of its New Securities or Debt Securities, as applicable, or (ii) issuing additional New Securities or Debt Securities, as applicable, to such Preemptive Rightsholder, or a combination of (i) and (ii), so long as such action effectively provides such Preemptive Rightsholder with the same number of New Securities or Debt Securities, as applicable, it would have received had this paragraph not been utilized. (h) A Preemptive Rightsholder may assign its Securities Purchase Right to any Person or Persons in connection with a Transfer of Common Stock to such Person by such Preemptive Rightsholder that agree to be bound by the provisions of this Agreement applicable to the Preemptive Rightsholder by executing a Joinder.

Preemptive Rights. (a) Following Each Stockholder who is an Accredited Investor on the Closingdate of issuance of New Securities (as hereinafter defined) (each, for so long an “Accredited Stockholder”) shall have the preemptive right to purchase his, her or its respective Pro Rata Percentage (as the Investor has a Qualifying Ownership Interest, if such term is defined in Section 8(b)) of any issuance or sale by the Company proposes to issue (a “New Issuance”) any equity (including of shares of Common Stock or shares of Company Preferred Stock), or any securitiesrights, options or debt warrants to purchase shares of Common Stock or any other securities that are convertible or exchangeable into equity or that include an equity component may become convertible into or exercisable for shares of Common Stock (any such securitycollectively, a the “New SecuritySecurities”); provided, however, that the Company following shall provide written notice not be “New Securities:” (i) Securities issued pursuant to that certain Amended and Restated Agreement and Plan of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date Reorganization among Power By Hand, Inc., Pinpoint Networks, Inc. and Power By Hand Holdings, LLC dated as of April 29, 2004 (the “Preemptive Rights NoticeReorganization Agreement”). The Investor shall have the right to purchase for cash, at the price and ; (ii) Shares of Series F Preferred issued on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately or prior to any such issuance June 30, 2006; (iii) Shares of New Securities Series G Preferred issued on or prior to October 31, 2006; (iv) Shares of Series D1 Preferred issued on or prior to July 29, 2005 or otherwise issued in connection with the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms transactions contemplated by that certain Asset Purchase Agreement by and conditions of between M7 and the New IssuanceCompany, including without limitation the number New Securities proposed to be issued, the issue price and the maximum number shares of New Securities that the Investor may purchase in the New Issuance Series D1 Preferred issuable pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified M7 2004 Retention Compensation Plan assumed by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities.thereunder; (cv) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities issued in connection with any stock split, stock dividend paid or recapitalization of the Company; (vi) Options to purchase up to seventy-six million six hundred ninety-five thousand fifty-five (76,695,055) shares of Common Stock (as adjusted for any stock dividends, combinations and splits with respect to such shares) issued, at any time before or after the date of this Agreement, to employees, officers, directors, consultants or other persons performing services for the Company or a subsidiary of the Company pursuant to the 2004 Stock Incentive Plan of Motricity, Inc.; (vii) Options to purchase up to two million eighteen thousand nine hundred seventy-nine (2,018,979) shares of Common Stock (as adjusted for any stock dividends, combinations and splits with respect to such shares) issued, at any time before the date of this Agreement, to employees, officers, directors, consultants or other persons performing services for the Company or a subsidiary of the Company pursuant to the 1999 Stock Option Plan of Pinpoint Networks, Inc. which was assumed by the Company pursuant to the Reorganization Agreement; (viii) Securities issued to another commercial operating entity or the equity holders of such entity, on a proportionate pro rata basis to or otherwise in accordance with the organizational documents of such entity, in connection with the bona fide acquisition by the Company of such commercial operating entity or business segment of any such commercial operating entity by merger, purchase of substantially all holders of the affected class assets or other reorganization whereby the Company will own more than fifty percent (50%) of capital stock the voting power of such business entity or recapitalization business segment of such business entity, provided that such acquisition has been approved by the Company’s Board of Directors Directors; provided, further that such securities shall be New Securities if such securities are issued to a Company Affiliate or an Affiliated Company; (ix) Securities issued in connection with any lease, loan, line of credit or similar credit financing with an institutional lender or lessor, that, in each case, have been approved by the holders of at least a majority of the then outstanding Series H Preferred (voting as a separate class), provided that such issuance is not an equity financing transaction and has been approved by the Company’s Board of Directors; provided, further that none of such securities are being acquired (beneficially or of record) by a Company Affiliate or an Affiliated Company; (x) Securities issued to customers, vendors or other parties in strategic business transactions between the Company and such parties, provided that such issuance is not an equity financing transaction and provided that such transaction has been approved by the Company’s Board of Directors; provided, further that none of such securities are being acquired (beneficially or of record) by a Company Affiliate or an Affiliated Company; provided, further, that in no event shall the Company issue any securities other than shares of Common Stock in connection with any such issuancestrategic business transactions and in no event shall the aggregate amount of all such securities issued in connection with any and all such strategic business transactions at any time exceed 1% of the Common Stock and Preferred Stock outstanding on the date hereof (calculated on an as-converted to Common Stock basis); (xi) Securities issued upon conversion or exercise of any other security so long as such other security was (A) outstanding on the date of this Agreement or assumed by the Company pursuant to the Reorganization Agreement, (B) a New Security or (C) excluded from the definition of New Security by this Section 8(a); (xii) Securities issued pursuant to a registered public offering of the Company’s Common Stock, the public offering price of which was not less than $0.9694 per share (subject to appropriate adjustment for stock splits, dividends, recapitalizations and the like) and with aggregate proceeds of not less than $40,000,000; (xiii) Shares of Series H Preferred issued on or prior to February 23, 2007; (xiv) Shares of Series I Preferred issued on or prior to September 20, 2008; (xv) Warrants to purchase up to 38,167,938 shares of the Company’s Common Stock issued to purchasers of the Company’s Series I Preferred Stock on or prior to September 20, 2008; (xvi) Warrants to purchase up to 3,225,000 shares of the Company’s Common Stock issued pursuant to the terms and conditions set forth in that certain Rights Agreement, by and among the Company and certain of its stockholders; and (xvii) Warrants to purchase up to 9,541,985 shares of Series I Preferred issued pursuant to the terms and conditions set forth in (i) that certain Advisory Agreement by and between the Company and AEI and (ii) that certain Consulting Agreement by and between the Company and Koala. (b) In the event that the Company proposes to offer or sell New Securities, the Company shall give to each Accredited Stockholder written notice of its intention. The written notice shall contain a description of the New Securities, the price at which the Company intends to offer or sell the New Securities, the terms and conditions of the proposed offer or sale and an unconditional offer to sell to each Accredited Stockholder such Accredited Stockholder’s Pro Rata Percentage of the New Securities on the terms and conditions set forth in such notice. Each Accredited Stockholder shall have fifteen (15) days from the date on which such notice is delivered, to elect to purchase some or all of such Accredited Stockholder’s Pro Rata Percentage of the New Securities by delivering to the Company written notice of the number of New Securities that such Accredited Stockholder elects to purchase. In the event that less than all of the Accredited Stockholders elect to purchase their entire Pro Rata Percentage of New Securities, the Company shall deliver to the Accredited Stockholders who did elect to purchase their entire Pro Rata Percentage of New Securities (the “Participating Stockholders”) written notice of the number of New Securities subject to the preemptive right set forth in this Section 8(b) which were not purchased (the “Remaining Shares”). The Participating Stockholders shall have ten (10) days from the date on which such notice is delivered to elect to purchase some or all of the Remaining Shares, which shall be allocated among such electing Participating Stockholders on the basis of their respective Pro Rata Percentages. For purposes of this Agreement, an Accredited Stockholder’s “Exempted Issuance”Pro Rata Percentage” shall be equal to a fraction, the numerator of which shall be the number of shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) then owned by such Accredited Stockholder on a particular date, and the denominator of which shall be the total number of shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) then owned by all Accredited Stockholders outstanding on such date. (c) In the event that an Accredited Stockholder elects to purchase any of the New Securities within the election period(s) described in Section 8(b), the Company shall deliver to such Accredited Stockholder written notice of the date of the closing of the sale of the New Securities at least ten (10) days prior thereto and such Accredited Stockholder shall deliver the purchase price of the New Securities to the Company on or before such closing date. On the date of the closing of the sale of the New Securities, the Company shall deliver to each purchaser of New Securities a certificate representing such New Securities. (d) During the one hundred twenty (120) day period immediately following the expiration of the final election period set forth in Section 8(b), the Company shall have the right to sell any of the New Securities not purchased by the Accredited Stockholders, but only on terms and conditions no more favorable to the purchasers than was set forth in the written notice delivered to the Accredited Stockholders. In the event that the Company desires to sell the New Securities on terms and conditions more favorable to the purchasers than set forth in its written notice to the Accredited Stockholders, the Company shall again be required to comply with all of the terms of this Section 8 prior to the offer or sale of such New Securities. (e) Notwithstanding Subject to the foregoing provisions of Section 8(g), the preemptive rights granted to the Accredited Stockholders holding shares of Common Stock, Series I Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred pursuant to this Section 4.48 may be waived with respect to any offer or sale of New Securities, either prospectively or retroactively, if Accredited Stockholders holding a majority of the directors then outstanding shares of Common Stock (but excluding the Board of Directors determines that the Company must issue equity or debt securities Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an expedited as-converted to Common Stock basis, then the Company may consummate the proposed issuance or sale of ) held by all such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented Accredited Stockholders consent in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankwaiver. (f) In additionSubject to the provisions of Section 8(g), the Investor shall not have preemptive rights granted to the Accredited Stockholders holding shares of Series H Preferred pursuant to this Section 8 may be waived with respect to any Preemptive Rights in connection with any issuance offer or sale of New Securities to the extent that Securities, either prospectively or retroactively, if Accredited Stockholders holding a majority of the Board then outstanding shares of Directors determines that Series H Preferred held by all such issuance would materially increase Accredited Stockholders consent in writing to such waiver. (g) Notwithstanding the risk provisions of or cause an “ownership change” within Sections 8(e) and 8(f) of this Agreement, the meaning time period set forth in the third sentence of Section 382 8(b) of this Agreement may be reduced to ten days, and the time periods set forth in the remaining sentences of Section 8(b) and all of the Codetime periods set forth in Section 8(c) may be eliminated, if (i) the rights set forth in the remaining sentences of Section 8(b) and all of the rights set forth in Section 8(c) are made available to the Stockholders in a single ten day period and (ii) Accredited Stockholders holding a majority of the then outstanding shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis) held by all Accredited Stockholders consent in writing to such changes. (h) For purposes of this Agreement, “Affiliated Company” shall mean any entity, or if such entity is a subsidiary of another entity, such entity’s ultimate parent entity, that has more than ten percent (10%) of its outstanding voting equity securities held by one or more of the Company’s stockholders and “Company Affiliate” shall mean any person or entity that is an officer, director or holder of more than 5% of the Company’s outstanding shares of Common Stock (but excluding the Additional Series E IPO Shares prior to their actual issuance), Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred (with such Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred calculated on an as-converted to Common Stock basis).

Preemptive Rights. (a) Following ‌ 3.1.1 The Board, subject to the ClosingPlan, the Certificate of Incorporation, the Bylaws, the preemptive rights provided for so long as in Section 3.1.2 through Section 3.1.6, and the Investor has a Qualifying Ownership Interestconsent rights provided for in Section 2.2, if shall have the authority to issue Common Stock or other Equity Securities of the Company proposes to issue (the Holders or any new stockholder in such amounts and at a “New Issuance”) any equity (including shares purchase price per share of Common Stock or shares other Equity Security as the Board shall determine. 3.1.2 In the event the Board determines to issue Common Stock, other Equity Securities or Preemptive Debt Securities of the Company Preferred Stock), or any securitiesSubsidiary after obtaining Holder Consent as required by Section 2.2, options or debt that are convertible or exchangeable into equity or that include an equity component to the extent applicable (any such securitythe foregoing, a collectively, the “New SecurityPreemptive Shares”), except as provided in Section 3.1.7, the Company Board shall provide give each of the Holders (each such Holder, an “Entitled Holder”), written notice of such proposed New Issuance to the Investor no later than fifteen issuance at least ten (1510) business days prior to the anticipated proposed issuance date (the an “Preemptive Rights Issuance Notice”). The Investor Issuance Notice shall have specify the right number and class of Preemptive Shares and the price (or a good faith range of the price if the final price is not then determinable) at which such Preemptive Shares are proposed to be issued and the other material terms and conditions of such Preemptive Shares and of the issuance, including the proposed closing date. Subject to Section 3.1.7, each such Entitled Holder shall be entitled to purchase, at the price (provided that if a range is provided in the Issuance Notice then each Entitled Holder shall be entitled to condition such participation to within a specified price range and/or reserve all rights to elect not to participate upon the final determination of such price) and on the other terms and conditions specified in the Issuance Notice, up to a number of Preemptive Shares equal to (a) in the case of Equity Securities, (x) the number of Preemptive Shares proposed to be issued by the Company, multiplied by (y) their Holder Ownership Percentage immediately prior to the proposed issuance or (b) in the case of all‌ other Preemptive Shares, (x) the number of Preemptive Shares proposed to be issued by the Company, multiplied by (y) their Holder Non-Equity PS Ownership Percentage immediately prior to the proposed issuance ((i) or (ii), as applicable, the “Preemptive Ratio”). 3.1.3 An Entitled Holder may exercise its rights under Section 3.1.2 by delivering written notice of its election to purchase for cashsuch Preemptive Shares to the Board within five (5) days after receipt of the Issuance Notice. A delivery of such notice (which notice shall specify the number of Preemptive Shares requested to be purchased by the an Entitled Holder submitting such notice) up to the maximum amount determined pursuant to the final sentence of Section 3.1.2 above) by such Entitled Holder shall constitute a binding agreement of such Entitled Holder to purchase, at the price and on the same terms and conditions specified in the Issuance Notice, the number of Preemptive Shares specified in such Entitled Holder’s notice. If, at the end of such five (5) day period, any Entitled Holder has not exercised its right to purchase any of its Preemptive Ratio of such Preemptive Shares, such Entitled Holder shall be deemed to have waived all of its rights under Section 3.1.2 through Section 3.1.6 with respect to, and only with respect to, the purchase of such Equity Securities specified in the applicable Issuance Notice.‌ 3.1.4 If any of the Entitled Holders fails to exercise its preemptive rights (if any) under Section 3.1.2 through Section 3.1.6, or elects to exercise such rights with respect to less than such Entitled Holder’s Preemptive Share (the difference between such Entitled Holder’s Preemptive Ratio and the number of Preemptive Shares for which such Entitled Holder exercised its preemptive rights under Section 3.1.2 through Section 3.1.6, the “Excess Shares”)), then the Company (or the applicable Subsidiary) shall offer to sell to the Entitled Holders that have elected to purchase all of their Preemptive Ratio of the Preemptive Shares any Preemptive Shares that have not otherwise been acquired by the Entitled Holders that have elected to purchase all of their Preemptive Ratio of the Preemptive Shares, at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant those specified in the New IssuanceIssuance Notice, and such Entitled Holders shall have the right to acquire all or any portion of such Preemptive Shares within two (2) Business Days following the expiration of the period specified in Section 3.1.3 by delivering written notice thereof to the Company.‌ 3.1.5 Subject to compliance with this Article 3, the Company shall have [sixty (60) days] after the date of the Issuance Notice to consummate the proposed issuance of any or all of such Preemptive Shares that the applicable Entitled Holders have elected not to purchase at the same (or higher) price and upon such other terms and conditions that, taken as a whole, are not materially less favorable to the Company than those specified in the Issuance Notice; provided, furtherthat, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in if such issuance is subject to regulatory approval, such 60-day period shall be required to acquire extended until the same percentage expiration of five (5) Business Days after all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants approvals have been received, but in the New Issuance, which in any no event shall occur within to later than ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In If the event Board proposes to issue any Preemptive Shares after such 60-day period (or 90-day period, if applicable) or during such 60-day period (or 90-day period, if applicable) at a lower price or on such other terms that the New Issuance is not consummated within the time frame described aboveare, taken as a whole, materially less favorable to the Company’s right to consummate such New Issuance , it shall expire and the Company shall be required to again comply with the procedures set forth in this under Section 4.4 prior 3.1.2 through Section 3.1.6. 3.1.6 The closing of any issuance of Preemptive Shares to the Entitled Holders pursuant to Section 3.1.2 through Section 3.1.6, shall take place at the time and in the manner provided in the Issuance Notice. The Company shall be under no obligation to consummate any proposed issuance of Preemptive Shares, nor shall there be any liability on the part of the Company, or the Board to any subsequent New Issuance. At the consummation of any New IssuanceEntitled Holder, if the Company has not consummated any proposed issuance of Preemptive Shares pursuant to under Section 3.1.2 through Section 3.1.6 for whatever reason, except for willful misconduct or breach of this Agreement, regardless of whether the Board shall issue certificates have delivered an Issuance Notice in respect of such proposed issuance.‌ 3.1.7 The preemptive rights under Section 3.1.2 through Section 3.1.6 shall not apply to (i) issuances or sales of Equity Securities to employees, officers, directors, managers or consultants of the Investor promptly following payment Company or any of its Subsidiaries pursuant to employees benefit or similar employee or management equity incentive plans or arrangements of the Company or any Subsidiary thereof (including offer letters, employment agreements and appointment letters), (ii) issuances or sales in, or in connection with, a Public Offering (subject to Section 2.2.2), a merger or reorganization of the Company or any of its Subsidiaries with or into another Person or an acquisition by the Investor Company or any of its Subsidiaries of another Person or substantially all the purchase price for such exercise assets of another Person, in each case, approved in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything of this Agreement, to the contrary herein, extent required under Section 2.2 (iii) issuances by the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers Company or directors a wholly-owned Subsidiary of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate another wholly-owned Subsidiary of the Company (whether by mergerCompany, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or and (iv) any issuance of New Securities in connection with issuances as a dividend or upon any stock split, stock dividend paid reclassification, recapitalization, exchange or readjustment of Common Stock, or other similar transaction (in each case, on a proportionate basis to all holders pro rata basis), or (vii) issuances upon the conversion or exercise of any Common Stock Equivalents of the affected class of capital stock Company which Common Stock Equivalents were (A) outstanding on the Effective Date or recapitalization approved by otherwise issued pursuant to the Board of Directors Plan or (any such issuance, an “Exempted Issuance”). (eB) Notwithstanding issued in compliance with the foregoing provisions terms and conditions of this Section 4.43.1 (such issuances, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company “Exempt Issuances”).‌ 3.1.8 Any Holder may consummate the proposed issuance or sale assign its rights under this Article 3 to any Affiliate of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankHolder. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following In the Closing, for so long as the Investor has a Qualifying Ownership Interest, if event that the Company proposes to issue a New Issue, each of the Continuing Securityholders (a “New Issuance”) provided that in the case of any equity (including shares of Common Stock or shares of Continuing Securityholder other than the Hayfords and JPE, such Continuing Securityholder is employed by the Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any at such securitytime; each such Continuing Securityholder, a “New Security”)"Preemptive Rights Holder") shall have the right, exercisable for a 20-day period after the Company shall provide written has given notice to such Preemptive Rights Holder of such proposed New Issuance Issue, to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cashpurchase, at the price and on the same terms and conditions and at as those of the same time proposed New Issue (including, without limitation, as the New Issuance, to price) a proportion of such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions shares of the New IssuanceIssue equal to such Preemptive Rights Holder's percentage ownership on a fully-diluted basis of Securities, including using the number New Securities proposed treasury method, as of a record date to be issued, set by the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant Board not more than 30 days prior to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the such New Issuance), setting forth Issue. Such notice shall state the number of shares the Investor wishes to purchase in of the New Issuance up Issue to its be offered to each Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”)Rights Holder, the Investor must execute all customary transaction documentation in connection with aggregate consideration to be paid for such New Issuance on shares by each Preemptive Rights Holder and the same terms as any other participant in proposed date, time and location of the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights such purchase (which shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) not be earlier than 21 days or later than 120 days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuancenotice). At the consummation closing of any New Issuanceeach such additional purchase, the Company shall issue and deliver to each Preemptive Rights Holder stock certificates to the Investor promptly following payment by the Investor representing that number of fully paid and nonassessable shares of the purchase price for New Issue (or executed agreements representing equity securities other than shares) that each such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything Holder has agreed to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements purchase pursuant to this Section 4.4 10 and similar provisions in the other stock purchase agreements in the Other Private Placements each such Preemptive Rights Holder shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent pay to the date on which Company by wire transfer of immediately available funds the aggregate consideration for such equity securities. Notwithstanding the foregoing or anything in this Section 10 to the contrary, the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with to sell any Expedited Issuance undertaken at the written direction shares of the applicable federal regulator New Issue to a Continuing Stockholder that is not an "accredited investor", as such term is defined in Rule 501 of Regulation D, promulgated under the Company or the BankSecurities Act. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. ​ (a) Following Subject to the Closingterms and conditions of this Section 5.1 and applicable Securities Laws, for so long from and after the Closing Date until such time as the Investor has a Qualifying Ownership Interestno Convertible Notes remain outstanding, if any Issuer Group Entity issues, sells, or authorizes the Company proposes sale of any New Securities other than to issue the Issuer or a wholly-owned Issuer Group Entity (a “New Securities Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company Issuer shall provide offer a portion of such New Securities (and if more than one class of securities is included in the New Securities, then a portion of the amount of each such class of securities included in the New Securities) to the Conversant Investor equal to the portion of the outstanding Issuer Shares that the Conversant Investor holds at such time, but before giving effect to such New Securities Issuance (such portion, the Conversant Investor’s “Equity Share”). ​ (b) The Issuer shall give prompt written notice of such proposed New Issuance to the Investor (but in no event later than fifteen (15) business days Business Days prior to the anticipated issuance date of any New Securities in the applicable New Securities Issuance) to the Conversant Investor, setting forth the type and estimated number (which may be a range) of such New Securities to be issued, the estimated price per New Security (which may be a range), the estimated issuance date, and all of the other material terms and conditions of such issuance to the extent then known by the Issuer (the “Preemptive Rights Initial Offer Notice”). The Issuer shall provide the Conversant Investor shall have with written notice of the right final terms of the issuance of such New Securities described in the Initial Offer Notice on or prior to the fifth (5th) Business Day prior to the issuance of such New Securities (the “Final Offer Notice”). (c) By notification to the Issuer (an “Election Notice”) within fifteen (15) Business Days after the Final Offer Notice is given, the Conversant Investor may elect to purchase for cashor otherwise acquire a number of New Securities up to its Equity Share, at the price and on the same terms specified in the Final Offer Notice. On and conditions and at after the same time as issuance date set forth in the Final Offer Notice, the Issuer shall be permitted to proceed with the closing of the sale of such New IssuanceSecurities to the applicable third party(ies); provided, that if such closing has not occurred within thirty (30) days following the issuance date set forth in the Final Offer Notice (it being agreed that the Conversant Investor making an election to purchase New Securities in response to a Final Offer Notice providing a range for the estimated number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in or estimated range of price per New Security may proffer an election that is conditioned upon, or limited by, the Company immediately prior to any such issuance actual price per New Security or actual number of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New IssuanceSecurities, including the number New Securities proposed in each case, to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance Issuer shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to again comply with the procedures set forth in this Section 4.4 prior to any subsequent 5.1 as though such New Securities Issuance were a new New Securities Issuance. At ​ (d) If the consummation of any Conversant Investor exercises its preemptive rights hereunder with respect to such New Securities Issuance, the Company Issuer shall (or shall cause such Subsidiary to) issue certificates to the Conversant Investor promptly following payment by (or its designated Affiliate(s)) the Investor number of the purchase price for such exercise in accordance with the terms and conditions as securities specified in the Preemptive Rights Conversant Investor’s Election Notice promptly thereafter; provided, that if the Conversant Investor shall have so notified the Issuer at least three (3) Business Days prior to the issuance date set forth in the Final Offer Notice, such purchase and sale shall occur on the same date as, or substantially concurrently with, the New Securities Issuance. ​ (e) The election by the Conversant Investor not to exercise its preemptive rights hereunder in any one instance shall not affect its rights with respect to future New Securities Issuances. (df) Notwithstanding anything to the contrary hereinin this Agreement, in the event that the Conversant Investor exercises its preemptive rights pursuant to this Section 5.1 and the purchase or issuance of such New Securities would require the applicable Issuer Group Entity to obtain approval of its stockholders pursuant to the listing rules of Nasdaq or such national securities exchange upon which such New Securities are listed, if any, then the applicable Issuer Group Entity and the Conversant Investor will use their respective commercially reasonable efforts to negotiate the terms of any such transaction in good faith, including, without limitation, the Investor shall not have terms of any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company issued pursuant to management or employee incentive programs or plans approved by such transaction to the Conversant Investor, such that the issuance to the Conversant Investor would not require such stockholder approval while providing the Conversant Investor and/or its Affiliates with substantially similar benefits and rights of such securities issued in the New Securities Issuance. (g) Notwithstanding Section 5.1(a) to Section 5.1(f), if the Board of Directors (including any of the Issuer reasonably determines that it is necessary or advisable to issue securities of such programs or plans in existence on Issuer Group Entity that would otherwise be required to be offered to the date hereof), (ii) any Conversant Investor under this Section 5.1 prior to their issuance, delivery or sale of New Securities by the Company to any person as consideration in connection such Issuer Group Entity may issue such securities without first complying with this Section 5.1; provided, that within thirty (but not in connection with raising capital to fund30) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any days after such issuance, an “Exempted Issuance”). (e) Notwithstanding such Issuer Group Entity offers the foregoing provisions Conversant Investor the opportunity to purchase the number of this Section 4.4, if a majority of the directors of the Board of Directors determines such Equity Securities that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing Conversant Investor would be entitled to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements purchase pursuant to this Section 4.4 and similar provisions 5.1 by sending written notice to the Conversant Investor, which notice shall contain the information required in the other stock purchase agreements in Initial Offer Notice. In the Other Private Placements event of an offer made by any Issuer Group Entity pursuant to this Section 5.1(g), the timing and procedures for the exercise period and closing of such offer shall be consummated the same as promptly those set forth in Section 5.1(a) to Section 5.1(f), with appropriate modifications to reflect the post-issuance delivery of the notice as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under contemplated by this Section 4.4(e5.1(g). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Until the Closingfirst anniversary of the Closing Date, the Company hereby grants to each Purchaser (but not its assigns) that (A) still owns Shares or Conversion Shares immediately prior to the issuance of the “New Securities” (as defined in Section 3.7(b)), (B) purchased Shares on the Closing Date, and (C) was not an officer or director of the Company as of the Closing Date (any such Purchaser, for so long such purpose, an “Eligible Purchaser”), a right (the “Preemptive Right”) to purchase all or any part of such Eligible Purchaser’s pro rata share of any New Securities that the Company may, from time to time, propose to sell and issue. The pro rata share for each Eligible Purchaser, for purposes of the Preemptive Right, is the ratio of (x) the number of shares of Common Stock then held or deemed to be held by such Eligible Purchaser immediately prior to the issuance of the New Securities (assuming the full conversion of the Shares and the full exercise of the Warrants), to (y) the total number of shares of Common Stock of the Company outstanding immediately prior to the issuance of the New Securities (after giving effect to the full conversion of the Shares and the full exercise of the Warrants). (b) For purposes of this Section 3.7, “New Securities” shall mean any Common Stock or Preferred Stock, whether or not authorized on the date hereof, and rights, options or warrants to purchase Common Stock or Preferred Stock and securities of any type whatsoever that are, or may become, convertible into Common Stock or Preferred Stock; provided, however, that “New Securities” does not include the following: (i) shares of capital stock of the Company issued or issuable upon conversion or exercise of any currently outstanding securities or any New Securities issued in accordance with this Agreement (including the Conversion Shares and the Warrant Shares); (ii) shares or options or warrants for Common Stock granted to officers, directors and employees of, and consultants to, the Company pursuant to stock option or purchase plans or other compensatory agreements approved by the Board of Directors; (iii) shares of Common Stock or Preferred Stock issued in connection with any pro rata stock split, stock dividend (including PIK Dividend Shares) or recapitalization by the Company; (iv) shares of capital stock, or options or warrants to purchase capital stock, issued to a strategic investor in connection with a strategic commercial agreement as determined by the Investor has Board of Directors; (v) shares of capital stock, or options or warrants to purchase capital stock, issued pursuant to commercial borrowing, secured lending or lease financing transaction approved by the Board of Directors; (vi) shares of capital stock, or options or warrants to purchase capital stock, issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the assets, or other reorganization in which the Company acquires, in a Qualifying Ownership Interestsingle transaction or series of related transactions, if all or substantially all of the assets of such other corporation or entity or fifty percent (50%) or more of the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other corporation or entity; (vii) shares of capital stock issued in an underwritten public securities offering pursuant to a registration statement filed under the Securities Act; (viii) shares of capital stock, or options or warrants to purchase capital stock, issued to current or prospective customers or suppliers of the Company approved by the Board of Directors as compensation or accommodation in lieu of other payment, compensation or accommodation to such customer or supplier; (ix) shares of capital stock, or warrants to purchase capital stock, issued to any Person that provides services to the Company as compensation therefor pursuant to an agreement approved by the Board of Directors; (x) shares of capital stock, or options or warrants to purchase capital stock, offered in a transaction where purchase of such securities by any Purchaser would cause such transaction to fail to comply with applicable federal or state securities laws or would cause an applicable registration or qualification exemption to fail to be available to the Company; provided, however, that this clause (x) shall apply only to the Purchaser or Purchasers who would cause any such failure, and not to any of the other Purchasers; and (xi) securities issuable upon conversion or exercise of the securities set forth in paragraphs (i) – (x) above. (c) In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Eligible Purchaser written notice (the “Notice”) of its intention, describing the type of New Securities, the price, and the general terms upon which the Company proposes to issue the same. Each Eligible Purchaser shall have the lesser of (a i) ten (10) Business Days, or (ii) the maximum amount of time that any other prospective third-party investor to which the Company proposes to issue such New Securities is given to determine whether such third-party investor wishes to participate in the purchase of such New Securities (such lesser time period, the “New IssuanceDetermination Period”) any equity (including shares of Common Stock or shares of Company Preferred Stock), after receipt of such Notice to agree to purchase all or any securitiesportion of its pro rata share of such New Securities at the price and upon the terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. In the event that any New Securities subject to the Preemptive Right are not purchased by the Eligible Purchaser within the Determination Period, options the Company shall have ninety (90) days thereafter to sell (or debt enter into an agreement pursuant to which the sale of New Securities that are convertible had been subject to the Preemptive Right shall be closed, if at all, within sixty (60) days from the date of said agreement) the New Securities with respect to which the rights of the Purchaser were not exercised at a price and upon terms, including manner of payment, no more favorable to the purchasers thereof than specified in the Notice. In the event the Company has not sold all offered New Securities within such ninety (90) day period (or exchangeable into equity or that include an equity component sold and issued New Securities in accordance with the foregoing within sixty (any 60) days from the date of such security, a “New Security”agreement), the Company shall provide written notice of such proposed not thereafter issue or sell any New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cashSecurities, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply without first complying again with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice3.7. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following Except for the Closing, for so long as issuance of Common Stock under the Investor has a Qualifying Ownership InterestOption Plans, if the Company proposes intends to issue and sell of any shares of its Common Stock, Options or Convertible Securities (other than as a “New Issuance”) any equity (including dividend on the outstanding shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component ) (any such security, a “New Security”"SALE"), the Company shall provide written notice concurrently offer to sell to each Investor a portion of the securities offered in such proposed New Issuance Sale equal to the percentage determined by dividing (i) the number of shares of Warrant Stock held by such Investor no later than fifteen (15) business days immediately prior to the anticipated proposed issuance date of such securities, on a fully-diluted basis, by (ii) the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such aggregate number of New Securities as are required to enable it to maintain its proportionate shares of Common Stock-equivalent interest in the Company immediately Stock Deemed Outstanding prior to any such sale. In connection with such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed such securities to be issued, the issue price and the maximum number of New Securities that the each Investor may purchase in the New Issuance pursuant to the immediately preceding sentencethis Section 3.3(a), all such securities shall be entitled to all rights and subject to all obligations under this Agreement. (b) The Investor may elect to participate in Investors shall exercise any preemptive rights hereunder within forty-twenty (20) days following the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable receipt of written notice to from the Company by describing in reasonable detail the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”)price, the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuancepayment terms, the Investor participating period in such issuance shall which the preemptive right hereunder is to be required to acquire the same exercised and each Investor's percentage of all such types and classes of securitiesallotment. (c) The closing Upon the expiration of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame offering period described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required entitled to comply with sell such securities which the procedures set forth in this Section 4.4 prior Investors have not elected to any subsequent New Issuance. At purchase during the consummation of any New Issuancesixty (60) day period following such expiration, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the on terms and conditions as specified in no more favorable to the Preemptive Rights Noticepurchasers thereof than those offered to the Investors. Any securities offered or sold by the Company following such sixty (60) day period shall be re-offered to the Investors pursuant to the terms of this Section 3.3. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing The provisions of this Section 4.43.3 shall terminate at such time as the Investors no longer hold, if a majority in the aggregate, at least fifty percent (50%) of the directors Warrants (and/or Warrant Stock issuable upon exercise of the Board of Directors determines that Warrants) issued on the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankClosing Date. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following During the Closing, for so long period beginning on the date hereof and ending on the date on which the Exxaro Voting Interest (as the Investor has a Qualifying Ownership Interestdefined in Section 9(c)(i) below) is less than 7.5%, if the Company proposes issues any additional Shares (an “Additional Issuance”), except for issuances pursuant to issue (i) any option to acquire Shares, warrants, convertible securities or other rights to purchase shares of the Company existing at the date of this Deed, (ii) any benefit plan or other employee or director plan or arrangement or any awards granted thereunder, (iii) an employee share ownership or purchase plan, or (iv) any share split, share distribution or similar distribution made available to holders of Shares generally (including the Shareholder) (each a “Permitted Issuance”), then during the 30-day period following the date on which the Company has given the Shareholder written notice of the occurrence of the Additional Issuance, the Shareholder, or any person holding Shares on its behalf, shall be entitled to subscribe for (and the Company must, subject to the Companies Act, issue), at the then Current Market Price (as defined below), up to that number of Shares obtained by calculating, on the third business day (a “business day”, for purposes of this Deed, means a day other than a Saturday or a Sunday that is not an official public holiday in Johannesburg, New Issuance”York or London) any equity prior to the closing date of such issue, (including shares 1) the product of Common Stock (A) the quotient of (x) the number of Shares owned by the Shareholder immediately prior to the Additional Issuance divided by (y) the aggregate number of Shares immediately prior to the Additional Issuance and (B) the aggregate number of Shares being issued by the Company in the Additional Issuance and (2) subtracting from such product the number of Shares, if any, issued to (or shares of Company Preferred Stockon behalf of), or any securities, options purchased by (or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”on behalf of), the Company shall provide written notice Shareholder in such Additional Issuance and the number of such proposed New Shares otherwise acquired by (or on behalf of) the Shareholder during the period beginning on the date of the Additional Issuance to until the Investor no later than fifteen (15) third business days day prior to the anticipated issuance closing date (of such issue. If there is more than one registered holder of the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, Exxaro Voting Interest at the price and on the same terms and conditions and at the same time as the New date of an Additional Issuance, such the entitlement of each Shareholder to subscribe for Shares under Section 4(a) will be apportioned (as nearly as practicable) among the Shareholders in proportion to the number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest Shares each Shareholder holds and otherwise in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”accordance with Section 4(a). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in For purposes hereof, the New Issuance to “Current Market Price” on the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuancecalculation thereof shall be deemed to be the arithmetic average of the volume weighted average price per Share for each of the 30 consecutive Trading Days immediately prior to such date (x) if the Shares are not listed or admitted for trading on any national, international or foreign securities exchange but trades in the Shares are otherwise quoted or reported by the OTC Bulletin Board service (the “OTCBB”) or such other quotation system then in use, as reported by Bloomberg (or in the event such price is not so reported for any such Trading Day for any reason or is manifestly erroneous, as reasonably determined by an Approved Bank), setting forth or (y) if the number of shares Shares are listed or admitted for trading on any national, international or foreign securities exchange, as reported by such exchange (provided that if the Investor wishes to purchase Shares are listed on more than one national, international or foreign securities exchange, then the national, international or foreign securities exchange with the highest average trading volume for the Shares during the 30 Trading Day period shall be used for such purpose; provided further that in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”event such price is not so reported for any such Trading Day for any reason or is manifestly erroneous, as reasonably determined by an Approved Bank), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, furtherhowever, that in the event that the Current Market Price per share of the applicable Shares is determined during a period following the announcement by the Company is issuing more than one type of (A) a dividend or class of New Securities in connection with distribution on such New Issuance, the Investor participating Shares payable in such issuance Shares or securities convertible into such Shares, or (B) any conversion, subdivision, combination, consolidation, reverse share split or reclassification of such Shares, and the ex-dividend date for such dividend or distribution, or the record date for such conversion, subdivision, combination, consolidation, reverse stock split or reclassification shall not have occurred prior to the commencement of the requisite 30 Trading Day period, then the Current Market Price shall be required properly adjusted to acquire the same percentage of all such types and classes of securitiestake into account ex-dividend trading. (c) The closing of If the acceptances of Shares are not publicly held or not so listed or traded, Current Market Price per share shall mean the Preemptive Rights shall take place at the same time fair value per share as the closing(s) under definitive agreements with other participants determined in the New Issuancegood faith by an Approved Bank (as defined below), which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company whose determination shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price conclusive for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.all

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen thirty (1530) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”)Directors. (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements Investors pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have The Investor’s exercise of any Preemptive Rights in connection with any the issuance of New Securities shall be subject to the extent that a majority provisions of Article XV of the Board Certificate of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the CodeIncorporation.

Preemptive Rights. (a) Following In the Closing, for so long as the Investor has a Qualifying Ownership Interest, if event that the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), any other equity securities or any securities, options or debt that are securities convertible or exchangeable into equity or that include an equity component securities (any such security, a “New Security”excluding options to purchase Common Stock pursuant to the Company's Stock Option Plan), the Company shall provide give not less than 30 days' prior written notice to the Investors setting forth the terms and conditions of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”"ISSUANCE NOTICE"). The Investors shall have the preemptive right to purchase up to 80% of the securities so offered on the terms and conditions set forth in the Issuance Notice by giving written notice to the Company within fifteen days after receipt of the Issuance Notice (the "PREEMPTIVE RIGHTS ELECTION PERIOD"). Each electing Investor shall have the right to purchase for cashits pro rata share of the offered securities (determined by dividing such Investor's percentage interest in the Common Stock on a fully-diluted basis by the aggregate percentage interest of all electing Investors and multiplying such quotient by 80% of the offered securities); provided, at however, that if any Investor declines to exercise its preemptive right in full, the price remaining electing Investors shall be entitled to purchase such Investor's unpurchased portion of the offered securities on a pro rata basis. The Company may issue and sell all offered securities not purchased by the Investors on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest set forth in the Company immediately prior to any such issuance of New Securities (Issuance Notice within 90 days after the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances expiration of the Preemptive Rights shall take place at Election Period; provided, however, that any offered securities not sold within such 90-day period or any offered securities that are proposed to be sold on terms and conditions less favorable to the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as Company than those set forth in the Preemptive Rights Notice. In Issuance Notice shall again be subject to the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures procedure set forth in this Section 4.4 4.10 prior to any subsequent New Issuanceissuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing The provisions of this Section 4.4, if a majority 4.10 shall not apply to any Permitted Issuance (as defined in Section 6 of Article IV of the directors Company's Certificate of Incorporation), any issuance of equity securities for non-cash consideration to non-Affiliates of the Board of Directors determines that the Company must issue equity on commercially reasonable terms, issuances in connection with a Qualified Public Offering or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions shares of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) Series E Preferred Stock pursuant to the Series E Purchase Agreement. An Investor and certain other investors in the Other Private Placements may assign its rights pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent 4.10 to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything one or more of its Affiliates, subject only to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection compliance with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Banksecurities laws. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following The Company hereby grants to each Stockholder who is a member of the ClosingWindward Group or a Management Stockholder (and their respective Permitted Transferees) (each, for so long as a "Preempting Stockholder") a right of first refusal to purchase, with respect to the Investor has a Qualifying Ownership Interest, if issuance by the Company proposes to issue (a “New Issuance”) any of new or additional equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase securities for cash, at that portion of such new or additional equity securities as may be necessary in order to permit such Stockholder to maintain their relative ownership of the price and aggregate amount of the Company's total common equity (calculated on a Fully-Diluted Basis). Such right of first refusal would be offered to each Preempting Stockholder (such offer, the "Preemptive Rights Offer") pursuant to a written notice from the Company offering each Preempting Stockholder such securities on the same terms and conditions and at as offered to the same time as other offeree(s) (such written notice, the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “"Preemptive Amount”Rights Notice"). The Each Preempting Stockholder would have 15 days from the date of the Company's delivery of the Preemptive Rights Notice shall set forth to notify the Company in writing of its binding acceptance of such Preemptive Rights Offer with respect to all material terms and conditions of the New Issuance, including the number New Securities proposed (but not less than all) equity securities which are offered to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance such Preempting Stockholder pursuant to the immediately preceding sentencesuch Preemptive Rights Offer. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in If a Preempting Stockholder accepts the Preemptive Rights Notice (which shall be no later than three (3) business days before Offer in accordance with the anticipated date provisions of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”)preceding sentence, the Investor must execute all customary transaction documentation Company and any such accepting party shall have 30 days in connection with which to consummate such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in binding agreement. In the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of a Preempting Stockholder does not accept the Preemptive Rights shall take place at Offer within such 15-day period in accordance with the same time as provisions of the closing(spreceding sentence or fails to consummate any such purchase within such 30-day period, the Company would have the right, subject to the provisions of Section 12.1(f) under definitive agreements with other participants but not the obligation to issue such securities on terms and conditions in the New Issuance, which in any event shall occur within ninety (90aggregate no more favorable to the other offeree(s) days after the anticipated date of the New Issuance as than those set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right pursuant to consummate a definitive agreement to be entered into no later than 120 days after such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Noticedate. (dc) Notwithstanding anything to the contrary contained herein, no rights of first refusal pursuant to Section 6.1(a) above would apply in the Investor shall not have any Preemptive Rights in connection with event of (i) any issuances or grants of equity securities to the officers, directors or employees of the Company or any of its subsidiaries, (ii) the exercise of any employee or director options or the exercise or conversion of any options, warrants or convertible securities in existence as of the date of the Closing or issued pursuant to or in connection with the Stock Purchase Agreement, or the issuance of New Securities any securities to management, consultants, employees, officers the employees or directors of the Company or its subsidiaries pursuant to management any restricted stock or employee other incentive programs plan of the Company or plans approved by any of its subsidiaries or the Board issuance upon the conversion or exercise of Directors (including any such programs convertible securities or plans in existence on warrants the date hereof)issuance of which was subject to this Article VI, (iiiii) any issuancethe issuance of equity securities, delivery either directly or sale of New Securities by the Company to any person as consideration indirectly, in connection with (but not in connection with raising capital to fund) (1) an acquisition or the acquisition, strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of either the Company or any of the Stockholders (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any the issuance of New Securities securities (including any convertible securities or options and the conversion or exercise thereof) to any third party which is at such time a creditor of the Company, in connection with the refinancing or restructuring of the indebtedness owed to such third party, (v) an issuance of securities by the Company in connection with an IPO Event or any other Registration, (vi) an issuance of securities by the Company in connection with any stock splitCompelled Sale Right, stock dividend paid (vii) the distribution by the Company of its securities to all of its stockholders on a proportionate pro rata basis to all holders or (viii) any --- ---- issuance of the affected class of capital stock or recapitalization approved securities by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing pursuant to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e)Stock Purchase Agreement. Notwithstanding anything to the contrary herein, for as long as the consent of Subordinated Notes remain outstanding, the purchasers of such New Securities Company shall not be required issue any shares of Common Stock to any of its directors; provided, however, that the Company may -------- ------- (i) issue shares upon the excercise of options granted to directors in connection accordence with any Expedited Issuance undertaken at the written direction of the applicable federal regulator terms of the Company or the Bank. Stock Option Plan and (fii) In additionissue up to 2,000 shares of Common Stock to Independent Nominees and an additional 500 shares of Common Stock to a Windward/Park Nominee who is not an employee of MetLife, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities each case at a purchase price per share at least equal to the extent that a majority of price per share paid by the Board of Directors determines that such issuance would materially increase Windward Entities pursuant to the risk of or cause an “ownership change” within the meaning of Section 382 of the CodeStock Purchase Agreement.

Preemptive Rights. (a) Following Notwithstanding anything contained in Section 3, from and after the ClosingClosing Date, for so long as the Investor no Resignation Event has a Qualifying Ownership Interestoccurred, if the Company proposes makes any public or non-public offering of any New Securities, each Investor shall be afforded the opportunity to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), acquire from the Company shall provide written notice all or a portion of such proposed Investor’s Preemptive Rights Portion of such New Issuance Securities for the same price as that offered to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The other purchasers of such New Securities; provided, that such Investor shall have the right not be entitled to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of acquire any New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance this Section 4 to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of such New Securities to management, consultants, employees, officers or directors such Investor would require approval of the stockholders of the Company pursuant to management or employee incentive programs or plans approved by the Board as a result of Directors (including any such programs or plans in existence on the date hereof)Investor’s status, (ii) any issuanceif applicable, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis pursuant to all holders the rules and listing standards of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuanceNasdaq Stock Exchange, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then in which case the Company may consummate the proposed issuance of New Securities to other Persons prior to obtaining approval of the stockholders of the Company (subject to compliance by the Company with Section 4(e) below). (b) If the Company proposes to offer New Securities, it shall give the Investors written notice of its intention, describing the anticipated price (or sale range of anticipated prices), anticipated amount of New Securities and other material terms and timing upon which the Company proposes to offer the same (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed with respect to such offering) at least seven (7) business days prior to such issuance (or, in the case of a registered public offering, at least seven (7) business days prior to the commencement of such securities registered public offering) (“Expedited Issuance”) and then comply with provided that, to the provisions of this Section 4.4 provided that (i) extent the purchaser(s) terms of such New Securities has consented in writing offering cannot reasonably be provided seven (7) business days prior to the issuance such issuance, notice of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall terms may be consummated given as promptly as is reasonably practicable but in any event no later prior to such issuance). The Company may provide such notice to the Investors on a confidential basis prior to public disclosure of such offering. Other than ninety in the case of a registered public offering, the Investor Representative may notify the Company in writing at any time on or prior to the second (902nd) days subsequent business day immediately preceding the date of such issuance (or, if notice of all such terms has not been given prior to the second (2nd) business day immediately preceding the date of such issuance, at any time prior to such issuance) whether any of the Investors will exercise such preemptive rights and as to the amount of New Securities the Investors desire to purchase, up to the such Investor’s Preemptive Rights Portion. In the case of a registered public offering, the Investor Representative shall notify the Company in writing at any time prior to the second (2nd) business day immediately preceding the date of commencement of such registered public offering (or, if notice of all such terms has not been given prior to the second (2nd) business day immediately preceding the date of commencement of such registered public offering, at any time prior to the date of commencement of such registered public offering) whether any of the Investors will exercise such preemptive rights and as to the amount of New Securities the Investors desire to purchase, up to such Investor’s Preemptive Rights Portion. Such notice to the Company shall constitute a binding commitment by the Investors to purchase the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to it. Subject to receipt of the requisite notice of such issuance by the Company, the failure of the Investor Representative to respond prior to the time a response is required pursuant to this Section 4(b) shall be deemed to be a waiver of the Investors’ purchase rights under this Section 4 only with respect to the offering described in the applicable notice. (c) Each Investor shall purchase the New Securities that it has elected to purchase under this Section 4 concurrently with the related issuance of such New Securities by the Company (subject to the receipt of any required approvals from any governmental entity to consummate such purchase by such Investor); provided, that if such related issuance is prior to the twentieth (20th) business day following the date on which such Investor has notified the Company consummates the Expedited Issuance under that it has elected to purchase New Securities pursuant to this Section 4.4(e)4, then each Investor shall purchase such New Securities within twenty (20) business days following the date of the related issuance. Notwithstanding anything If the proposed issuance by the Company of securities which gave rise to the contrary hereinexercise by the Investor of its preemptive rights pursuant to this Section 4 shall be terminated or abandoned by the Company without the issuance of any securities, then the purchase rights of the Investors pursuant to this Section 4 shall also terminate as to such proposed issuance by the Company (but not any subsequent or future issuance), and any funds in respect thereof paid to the Company by the Investors in respect thereof shall be promptly refunded in full. (d) In the case of the offering of securities for consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consent consideration other than cash shall be deemed to be the fair value thereof as reasonably determined by the Board; provided, however, that such fair value as determined by the Board shall not exceed the aggregate market price of the purchasers securities being offered as of the date the Board authorizes the offering of such securities. (e) In the event that the Investors are not entitled to acquire any New Securities pursuant to this Section 4 because such issuance would require the Company to obtain stockholder approval in respect of the issuance of such New Securities shall to the Investors as a result of any such Investor’s status, if applicable, as an Affiliate of the Company or pursuant to the rules and listing standards of the Nasdaq Stock Exchange, the Company shall, upon the Investor’s reasonable request delivered to the Company in writing within seven (7) business days following its receipt of the written notice of such issuance to the Investors pursuant to this Section 4, at the Investor’s election, (i) consider and discuss in good faith modifications proposed by the Investors to the terms and conditions of such portion of the New Securities which would otherwise be issued to the Investors such that the Company would not be required to obtain stockholder approval in respect of the issuance of such New Securities as so modified; and/or (ii) solely to the extent that stockholder approval is not required in connection with any Expedited Issuance undertaken at the written direction issuance of Equity Securities to Persons other than the Investors, use reasonable best efforts to seek stockholder approval in respect of the applicable federal regulator issuance of any New Securities to the Company or the BankInvestors. (f) In additionIf the Investors do not elect to purchase their respective Preemptive Election Share of the New Securities pursuant to this Section 4, the Company may sell such portion of the New Securities on terms and conditions that are not materially more favorable in the aggregate to the applicable purchaser(s) than those set forth in the written notice of such offer. If such sale is not consummated within 120 days of the date upon which the written notice of such offer was given, then no issuance of such New Securities may be made thereafter by the Company without again offering the same to the Investors in accordance with this Section 4. The election by any Investor to not exercise its subscription rights under this Section 4 in any one instance shall not have affect its right as to any Preemptive Rights subsequent proposed issuance. (g) The Company and the Investors shall cooperate in connection with any issuance of New Securities good faith to facilitate the extent that a majority exercise of the Board Investors’ rights pursuant to this Section 4, including securing any required approvals or consents. (h) For purposes of Directors determines that such issuance would materially increase this Section 4, the risk of or cause an “ownership change” within following terms have the meaning of Section 382 of the Code.following meanings:

Preemptive Rights. (a) Following the Closing, for so long Except as the Investor has a Qualifying Ownership Interest, if the Company proposes to issue (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)provided below, the Company Issuer shall provide written notice not issue, sell or transfer any Equity Securities or allow any of its Subsidiaries to issue, sell or transfer any Equity Securities (except for any issuance to any other Subsidiary or pursuant to any employee benefit plan or stock option plan approved, to the extent required, pursuant to Section 2.4(i)) unless the provisions of this Section 4.3 shall have been fully complied with by the Issuer or such Subsidiary, as applicable. Prior to any proposed issuance, sale or transfer, the Issuer shall notify each Section 4.2/4.3 Entity in writing (the "ISSUANCE NOTICE") of the amount and class of Equity Securities proposed to be issued, sold or transferred, the proposed price and the other terms of such proposed New Issuance to issuance, sale or transfer. During the Investor no later than fifteen (15) business period of 20 days prior to following the anticipated issuance date of such notice (the “Preemptive Rights Notice”"SUBSCRIPTION PERIOD"). The Investor , each Section 4.2/4.3 Entity shall have the right to deliver to the Issuer an irrevocable notice (which notice may condition the purchase for cashon the receipt of necessary approvals) (a "SUBSCRIPTION NOTICE") electing to purchase, at the proposed issuance price and on the same terms and conditions and at the same time as the New Issuance, proposed issuance up to an amount of Common Stock or other securities (the "MAINTENANCE SECURITIES") as is necessary for such number of New Securities as are required to enable it Section 4.2/4.3 Entity to maintain its proportionate Common Stock-equivalent interest in the Company Percentage Ownership as it existed immediately prior to any such proposed issuance of New Securities (the “Preemptive Amount”"PREEMPTIVE RIGHTS"). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect Any Section 4.2/4.3 Entity which does not deliver to participate the Issuer the Subscription Notice within 20 days after such Section 4.2/4.3 Entity's receipt of the Issuance Notice shall be deemed to have waived its right to purchase all or any part of its Maintenance Securities (including, if the Maintenance Securities include convertible securities, options, or other rights to acquire other securities, such other securities). In any such case, the Issuer shall have 90 days following such deemed waiver in which to issue, sell or transfer the applicable Equity Securities at a price not higher and on terms not substantially more favorable than that contained in the New Issuance Notice. Promptly after any issuance, sale or transfer pursuant to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”4.3(b), the Investor must execute all customary transaction documentation Issuer shall notify the Section 4.2/4.3 Entities of the consummation thereof and shall furnish such evidence of the completion thereof (including time of completion) of such transfer. If the Issuer does not complete the issuance, sale or transfer of the applicable Equity Securities within the 90-day period specified in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuancethis Section 4.3(b), the Investor participating Issuer may not issue, sell or transfer such Equity Securities without repeating the procedures in such issuance shall be required to acquire the same percentage of all such types and classes of securitiesthis Section 4.3(b). (c) The closing If the proposed issuance of the acceptances of Equity Securities is consummated, each Section 4.2/4.3 Entity delivering a Subscription Notice shall purchase from the Preemptive Rights Issuer or such Subsidiary, and the Issuer or such Subsidiary shall take place be required to issue and sell to each such Section 4.2/4.3 Entity, such Equity Securities on such terms and at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as price set forth in the Preemptive Rights Subscription Notice. In The closing of such sale shall occur, subject to receipt of necessary approvals, on the event that second business day following the New Issuance is latest of (i) the day of consummation of the issuance of such Equity Securities to persons other than the Section 4.2/4.3 Entities (which may not consummated within be earlier than the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures date set forth in this clause (ii) below), (ii) the day that is at least 15 days after the expiration of the Subscription Period and (iii) the 10th day after receipt by such Section 4.4 prior to any subsequent New Issuance. At the consummation 4.2/4.3 Entity or Entities of any New Issuanceand all necessary approvals, at the Company shall issue certificates to the Investor promptly following payment by the Investor principal office of the purchase price for Issuer, or at such exercise in accordance with other time and place as the terms Issuer or such Subsidiary and conditions as specified in the Section 4.2/4.3 Entities exercising their Preemptive Rights Noticeshall mutually agree upon. (d) Notwithstanding anything to the contrary herein, the Investor The Preemptive Rights set forth above shall not have any Preemptive Rights in connection with apply to (i) any the issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof)Warrant Shares, (ii) the issuance of shares of Common Stock issuable upon exercise of any issuanceoption, delivery warrant, convertible security or sale of New Securities by the Company other rights to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by mergerpurchase, consolidation, stock swap, sale of assets or securitiesexchange other securities for, or otherwise)subscribe for Common Stock, (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with securities issued pursuant to any stock split, stock dividend paid on a proportionate basis to all holders or other similar stock recapitalization or (iv) shares of the affected any class of capital common stock or recapitalization approved by the Board of Directors (issued pursuant to any such issuancepublic offering, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines provided that the Company must issue equity action referred to in clause (ii), (iii) or debt securities on an expedited basis(iv), then as the Company case may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities be, shall have been approved in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank2. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. 5.1 Notwithstanding any other provision hereof, prior to the Initial Public Offering, the Company shall not issue any (a) Following capital stock of the ClosingCompany, (b) securities convertible or exchangeable for so long capital stock of the Company or (c) options, warrants or rights carrying any rights to purchase capital stock of the Company (the securities described in clauses (a)-(c) are referred to herein collectively as the Investor has "Participation Securities"), in each case referred to in clauses (a)-(c), to any affiliate of the Company without offering to each party hereto other than the Company (collectively, the "Preemptive Holders"), the right to purchase or subscribe for up to that number of additional Participation Securities (a Qualifying Ownership Interest"Pro Rata Share") which represents the product of (i) the total number of Participation Securities to be issued by the Company (which may be increased in the event of a Cash Participation Election (as described below)) multiplied by (ii) a fraction, if (A) the numerator of which is the number of shares of Common Stock owned, directly or indirectly, by such Preemptive Holder, and (B) the denominator of which is the number of shares of Common Stock outstanding immediately prior to such issuance held by all Preemptive Holders and all other Persons that have similar pre-emptive rights (it being understood and agreed that the Company may accordingly be required to reduce the number of shares of Participation Securities to be issued or sold to Persons other than the Preemptive Holders); provided that the provisions of this Section 15 shall not apply to the issuance of Common Stock, or options to purchase Common Stock, to the Company's employees under bona fide employee compensation or benefit packages or plans. 5.2 In the event the Company proposes to issue (or sell any Participation Securities in a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)transaction giving rise to the preemptive rights provided for in this Section 5, the Company shall provide send a written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “"Preemptive Rights Notice”). The Investor shall have the right ") to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “each Preemptive Amount”). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), Holder setting forth the number of shares such Participation Securities that the Investor wishes Company proposes to purchase sell or issue, the price (before any commission or discount) at which such securities are proposed to be issued (or, in the New Issuance up to its case of an underwritten or privately placed offering in which the price is not known at the time the Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”Notice is given, the method of determining such price and an estimate thereof), the Investor must execute all customary other material terms of the transaction documentation in connection with such New Issuance on (including the same terms as any other participant in form and amount of consideration) and its Pro Rata Share of the New IssuanceParticipation Securities; provided, further, that in the event that of an issuance of Participation Securities for consideration other than cash, each Preemptive Holder may elect to purchase its Pro Rata Share for cash (the Company is issuing more than one type or class "Cash Participation Election") at a price per share equal to the per-share value of New Securities such non-cash consideration (determined in connection with such New Issuance, good faith by the Investor participating in such issuance shall be required group of Disinterested Directors who approved the transaction giving rise to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances preemptive right). At any time within 5 business days after its receipt of the Preemptive Rights Notice, the Preemptive Holders may exercise their preemptive rights to purchase or subscribe for Participation Securities as provided for in this Section 5, by so informing the Company in writing (an "Exercise Notice"). Each Exercise Notice shall take place at state the percentage of the proposed sale or issuance that each Preemptive Holder elects to purchase (up to all the Participation Securities that could be purchased by all Preemptive Holders and all other Persons that have similar preemptive rights). 5.3 To the extent that any Preemptive Holder has indicated that it will not fully subscribe for its Pro Rata Share of the Participation Securities, the Company shall allocate all such Participation Securities not subscribed for to the Preemptive Holders who have subscribed for more Participation Securities than their Pro Rata Share (the "Fully Participating Preemptive Holders") in the proportion that the number of shares of Common Stock each owns, directly or indirectly, bears to the total number of shares of Common Stock owned , directly or indirectly, by all such Fully Participating Preemptive Holders. If the number of Participation Securities so allocated to a Fully Participating Preemptive Holder exceeds the maximum number of Participation Securities that it has indicated in its notice to the Company it is willing to subscribe for, then the Company shall allocate any excess over such maximum among all Fully Participating Preemptive Holders who have subscribed for a maximum number of Participation Securities which exceeds the number of Participation Securities allocated to them pursuant to the preceding sentence, in the proportion that their respective holdings bear to the total number of shares of Common Stock owned, directly or indirectly, by all such Fully Participating Preemptive Holders, and the Company shall follow this procedure, if necessary, until all Participation Securities available for purchase by the Preemptive Holders have been allocated to them. 5.4 The purchase or subscription by the Preemptive Holders, pursuant to this Section 5 shall be on the same time price and other terms and conditions, including the date of sale or issuance, as are applicable to the closing(s) under definitive agreements with purchasers or subscribers of the additional Participation Securities whose purchases or subscriptions give rise to the preemptive rights, which price and other participants terms and conditions shall be as stated in the New Issuancerelevant Preemptive Notice. 5.5 If, which in with respect to any event Preemptive Notice, the Preemptive Holders fail to deliver an Exercise Notice with respect to all of the Participation Securities available for purchase by the Preemptive Holders within the requisite time period, the Company shall occur within ninety (90) have 90 days after the anticipated date expiration of the New Issuance as time in which the Exercise Notice is required to be delivered in which to sell not less than 90% and not more than 110% of the number of shares of Participation Securities of the Company described in the Preemptive Notice at a price of not less than the estimated price set forth in the Preemptive Rights Notice. In If, at the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate end of such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance90 day period, the Company shall issue certificates to has not completed the Investor promptly following payment by the Investor sale or issuance of Participation Securities of the purchase price for such exercise Company in accordance with the terms and conditions as specified described in the Preemptive Rights Notice. (d) Notwithstanding anything to , or in the contrary hereinevent of any contemplated sale or issuance within such 90 day period but outside such price parameters, the Investor Company shall not have any Preemptive Rights in connection with (i) any issuance of New Securities again be obligated to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) 5 with respect to, and provide the purchaser(s) of such New Securities has consented in writing opportunity to the participate in, any proposed sale or issuance of additional New Participation Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the BankCompany. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (aa. Subject to Section 6.27(b) Following the Closing, for so long as the Investor has a Qualifying Ownership Interesthereof, if the Company proposes to issue issue, in each case after the date hereof (a “New Issuance”i) shares of preferred stock or any equity securities containing options or rights to acquire any shares of preferred stock or any securities convertible or exchangeable for preferred stock, it shall comply with Section 6.27(a)(i) or (including ii) shares of Common Stock or any securities containing options or rights to acquire any shares of Company Preferred Stock), Common Stock or any securities, options or debt that are securities convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”)for Common Stock, the Company shall provide either: i. offer to sell (on the terms set forth in the applicable Issuance Notice (as defined below)) to each Person who Beneficially Owns Warrants, shares of Series A Preferred Stock or Conversion Shares (a “Preemptive Rights Holder”) a number of such securities (“Offered Shares”) so that the Ownership Ratio for such Preemptive Rights Holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such Preemptive Rights Holder immediately prior to such issuance of securities. The Company shall give each such Preemptive Rights Holder at least 10 days prior written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Issuance Notice”) of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance. Each such Preemptive Rights Notice”)Holder shall be entitled to apportion the preemptive right hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. The Investor shall have the right Each such Preemptive Rights Holder will be entitled to purchase for cash, such securities at the price and same price, on the same terms and conditions (including, if more than one type of security is issued, the same proportionate mix of such securities), and at the same time as the New Issuance, such number securities are to be issued by delivery of New Securities as are required irrevocable written notice (an “Election Notice”) to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any of such issuance election within 10 days after delivery of New Securities the Issuance Notice (the “Preemptive AmountPeriod”). The ; provided, that if the consideration paid for the securities is other than cash, each such Preemptive Rights Notice Holder shall set forth all material terms and conditions be required to pay cash to purchase the Offered Shares in an amount equal to the market value (as determined in good faith by a majority of the New Issuance, including Board of Directors) of the number New Securities proposed consideration being paid for the securities being issued. If any Preemptive Rights Holder has elected to be issuedpurchase any Offered Shares, the issue price and sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the maximum number delivery of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to Election Notice. To the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Holders do not elect to, or are not entitled to, purchase all of the Offered Shares, then the Company may issue the remaining Offered Shares at a price and on terms no more favorable to the transferee(s) thereof specified in the Issuance Notice (which during the 120-day period following the Preemptive Period; provided, that if the Company does not enter into an agreement for the sale of the Offered Shares within such 120-day period, the right provided hereunder shall be deemed to be revived and such Offered Shares shall not be offered unless first reoffered to the Preemptive Rights Holders in accordance with this Section 6.27(a); or ii. no later than three five days after the issuance of such securities, offer to sell (3on the terms set forth in an applicable Issuance Notice) business days before the anticipated date of the New Issuance), setting forth the to each Preemptive Rights Holder a number of shares Offered Shares so that the Investor wishes Ownership Ratio for such Preemptive Rights Holder immediately after the issuance of such securities (and assuming the purchase of such Offered Shares) would be equal to the Ownership Ratio for such Preemptive Rights Holder immediately prior to such issuance of securities. Each such Preemptive Rights Holder shall be entitled to apportion the preemptive right hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate. Each such Preemptive Rights Holder will be entitled to purchase in such securities at the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”)same price, the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in (including, if more than one type of security is issued, the New Issuancesame proportionate mix of such securities) by delivery of an Election Notice to the Company of such election within 10 days after delivery of the applicable Issuance Notice; provided, furtherthat if the consideration paid for the securities is other than cash, each such Preemptive Rights Holder shall be required to pay cash to purchase the Offered Shares in an amount equal to the market value (as determined in good faith by a majority of the Board of Directors) of the consideration being paid for the securities being issued. If any Preemptive Rights Holder has elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 15 days) after the delivery of such Election Notice; provided, that, subject to the ownership limit set forth in Section 6.4(a)(i), if the Company proposes to issue, in each case other than Excluded Securities, (A) shares of Common Stock for a consideration per share less than the Exercise Price (as defined in the Warrants) (if any Warrants are outstanding) or the Conversion Price (as defined in the Certificate of Designation) (if any Series A Preferred Stock is outstanding), (B) shares of preferred stock or any securities containing options or rights to acquire any shares of preferred stock or any securities convertible or exchangeable for preferred stock, in each case, that is convertible into Common Stock and the lowest price per share for which one share of Common Stock issuable upon the conversion, exercise or exchange thereof is less than the Exercise Price (as defined in the Warrants) (if any Warrants are outstanding) or the Conversion Price (as defined in the Certificate of Designation) (if any Series A Preferred Stock is outstanding) or (C) any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock and the lowest price per share for which one share of Common Stock issuable upon the conversion, exercise or exchange thereof is less than the Exercise Price (as defined in the Warrants) (if any Warrants are outstanding) or the Conversion Price (as defined in the Certificate of Designation) (if any Series A Preferred Stock is outstanding), then the Company shall make an offer to sell all such securities to the Preemptive Rights Holders on a pro rata basis in proportion to each such Preemptive Rights Holder’s ownership of the then outstanding Warrants and Conversion Shares (in the event that any Warrants are outstanding) or the Company is issuing more than one type or class of New Securities outstanding Series A Preferred Stock and Conversion Shares (in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described aboveany shares of Series A Preferred Stock are outstanding), the Companyas applicable, without limitation in respect of such Preemptive Rights Holder’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise Ownership Ratio but otherwise in accordance with the terms and conditions as specified in the Preemptive Rights NoticeSection 6.27(a)(i). (db. The rights contained in Section 6.27(a) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with apply to: (i) any issuance shares of New Securities Common Stock issuable or issued to managementemployees, consultants, employees, officers or directors of the Company directly or pursuant to management a stock option, restricted stock, or employee other equity incentive programs or plans plan, in each case, approved by the Board of Directors (including upon the exercise of employee stock options granted pursuant to any such programs or plans in existence on the date hereofplans), ; (ii) securities issued upon the conversion, exercise or exchange of Series A Preferred Stock and the Warrants irrespective of any issuance, delivery adjustments to the conversion or sale of New Securities by the Company to any person exercise price thereof; (iii) as consideration in connection with (but not in connection with raising capital to fund) (1) an any bona fide, arm’s-length direct or indirect merger, acquisition or strategic business combination similar transaction, purchase of assets or shares, or other reorganization approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or Directors; (iv) any issuance of New Securities in connection with any a stock split, split or stock dividend paid on the outstanding Common Stock; or (v) securities that a proportionate basis to all holders majority in interest of the affected class of capital stock or recapitalization approved by Preemptive Rights Holders agree in writing should not be subject to the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions terms of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank6.27. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the Closing, for so long as the Investor has a Qualifying Ownership Interest, if 5.1. If the Company proposes to issue or sell any New Securities (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”as defined below), the Company shall provide written notice of such proposed New Issuance to the Investor no later than fifteen (15) business days grant, prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have such issuance, to Cimatron the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stockpro-equivalent interest rata share in the Company of the New Securities, thereafter maintaining its proportionate equity ownership in the Company. A Shareholder’s pro-rata share, for purposes of this Section, is the ratio of the percentage of the share capital owned by such Shareholder immediately prior to any such the issuance of the New Securities (on an as converted basis) in relation to the share capital of the company issued and outstanding immediately prior to the issuance of New Securities (the “Preemptive Amount”on an as converted basis). The Preemptive Rights Notice Cimatron shall set forth all material have a right of over-allotment such that if any shareholder declines or fails to exercise a right of such shareholder to purchase its pro-rata share of the New Securities, Cimatron may purchase such declining shareholder’s portion. 5.2. In the event the Company proposes to issue New Securities, it shall give Cimatron written notice of its intention, describing the type of New Securities, their price and the general terms upon which the Company proposes to issue the same. Cimatron shall have twenty one (21) days after such notice is mailed or delivered to elect to purchase its pro rata share of such New Securities and any additional Quota as may be available for over-allotment, upon the terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase specified in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) notice, by delivering an irrevocable giving written notice to the Company by and stating therein the date specified by maximum amount of New Securities elected to be purchased. The Company shall have thirty (30) days thereafter to sell, or enter into an agreement to sell, to any third party, the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date remainder of the New Issuance)Securities with respect to which the Cimatron’s preemptive right was not exercised, setting forth at a price and upon terms no more favorable to the number of shares the Investor wishes to purchase purchasers thereof than specified in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights NoticeCompany’s notice. In the event that the Company has not sold, or entered into an agreement to sell, the New Issuance is not consummated Securities within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuancethirty (30) day period, the Company shall not issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have or sell any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply without first complying with the provisions of this Section 4.4 provided that (i) 4. 5.3. For the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions purpose of this Section 4.4, and (ii) the sale of “New Securities” shall mean any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors quota or any equity interest in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e)Company, whether now authorized or not. Notwithstanding anything to the contrary hereinincluding, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bankwithout limitation, debt securities. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following the ClosingExcept with respect to Exempt Issuances (as defined in Section 13(c)), for so as long as any Equity Securities are outstanding and until the Investor has occurrence of a Qualifying Ownership InterestQualified IPO, before any issuance of (x) any Equity Securities ("New Shares") or (y) any warrants, options or other rights to acquire Equity Securities ("Rights") or notes, debentures or other securities convertible into or exchangeable for Equity Securities ("Convertible Securities"), the Company will deliver to SG a written notice (the "New Issuance Notice") not more than 45 days, and not less than 30 days, prior to the date of completion of such issuance (the "New Issuance") or, if earlier, the date of execution of definitive documentation with respect thereto, stating the price and other terms and conditions thereof. SG shall have the right (the "Preemptive Right"), exercisable within 20 days of the receipt by SG of the New Issuance Notice, to purchase (or be issued without consideration if the New Shares, Rights or Convertible Securities to be issued in the New Issuance (the "New Issuance Securities") are to be issued without consideration), in each case through Sub, all or any part of its Pro Rata Share of the New Issuance Securities at the price and on the terms on which the Company proposes to make the New Issuance; provided, however, that if the Company proposes to issue any notes, debentures or other debt securities of the Company to which are attached any Rights exercisable for a nominal exercise price, SG may purchase (a “New Issuance”through Sub) any equity (including shares of Common Stock or shares of Company Preferred Stock), all or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”), the Company shall provide written notice part of its Pro Rata Share of such proposed New Issuance Rights by purchasing the note, debenture or other debt security to which such Right is attached, in the Investor no later than fifteen (15) business days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, time period and at the price and on the same terms and conditions and at the same time as the (including payment therefor) specified above for New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”)Issuance Securities. The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the Pro Rata Share means a number New Issuance Securities proposed such as will enable SG to be issuedmaintain, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant on a fully diluted basis after giving effect to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuance), setting forth the number of shares the Investor wishes to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same its percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants Total Equity Interest in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment represented by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not SG Shares immediately prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.

Preemptive Rights. (a) Following At any time following the Closing, for so long as Fourth Restatement Closing Date until the Investor has a Qualifying Ownership InterestMaturity Date, if the Company proposes to issue additional Shares to any Person (other than any Preemptive Rights Excluded Issuance) (a “New Issuance”) any equity (including shares of Common Stock or shares of Company Preferred Stock), or any securities, options or debt that are convertible or exchangeable into equity or that include an equity component (” and any such securityShares or other securities issued thereunder, a the “New SecurityNewly Issued Securities”), the Company shall provide written notice to each Fourth Restatement Holder and the Collateral Agent of such proposed anticipated New Issuance to the Investor no later than fifteen seven (157) business days Business Days prior to the anticipated issuance date (the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, at the price and on the same terms and conditions and at the same time as the New Issuance, such number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”). The Preemptive Rights Notice shall set forth all the material terms and conditions of the New Issuance, including the number New Securities proposed to be issuedpurchase price for the Newly Issued Securities, the issue anticipated issuance date, and the purpose of such New Issuance. Each Fourth Restatement Holder shall have the right to purchase up to its Pro Rata Portion of such Newly Issued Securities at the price and on the maximum number of New Securities that the Investor may purchase terms and conditions specified in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in the New Issuance to the extent described in Section 4.4(a) Preemptive Rights Notice by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three five (35) business days Business Days before the anticipated date of the New Issuance)issuance date, setting forth the number of shares such Newly Issued Securities for which such right is exercised. Such notice shall also include the Investor wishes maximum number of Newly Issued Securities such Fourth Restatement Holder would be willing to purchase in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as event any other participant in the New Issuance; provided, further, that in the event that the Company is issuing more Fourth Restatement Holder elects to purchase less than one type or class of New Securities in connection with such New Issuance, the Investor participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities. (c) The closing of the acceptances of the Preemptive Rights shall take place at the same time as the closing(s) under definitive agreements with other participants in the New Issuance, which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuance. At the consummation of any New Issuance, the Company shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale its Pro Rata Portion of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date on which the Company consummates the Expedited Issuance under this Section 4.4(e). Notwithstanding anything to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of the applicable federal regulator of the Company or the Bank. (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.Newly Issued

Preemptive Rights. (a) Following During the Closing, for so long period beginning on the date hereof and ending on the date on which the Exxaro Voting Interest (as the Investor has a Qualifying Ownership Interestdefined in Section 9(c)(i) below) is less than 7.5%, if the Company proposes issues any additional Shares (an “Additional Issuance”), except for issuances pursuant to issue (i) any option to acquire Shares, warrants, convertible securities or other rights to purchase shares of the Company existing at the date of this Deed, (ii) any benefit plan or other employee or director plan or arrangement or any awards granted thereunder, (iii) an employee share ownership or purchase plan, or (iv) any share split, share distribution or similar distribution made available to holders of Shares generally (including the Shareholder) (each a “Permitted Issuance”), then during the 30-day period following the date on which the Company has given the Shareholder written notice of the occurrence of the Additional Issuance, the Shareholder, or any person holding Shares on its behalf, shall be entitled to subscribe for (and the Company must, subject to the Companies Act, issue), at the then Current Market Price (as defined below), up to that number of Shares obtained by calculating, on the third business day (a “business day”, for purposes of this Deed, means a day other than a Saturday or a Sunday that is not an official public holiday in Johannesburg, New Issuance”York or London) any equity prior to the closing date of such issue, (including shares 1) the product of Common Stock (A) the quotient of (x) the number of Shares owned by the Shareholder immediately prior to the Additional Issuance divided by (y) the aggregate number of Shares immediately prior to the Additional Issuance and (B) the aggregate number of Shares being issued by the Company in the Additional Issuance and (2) subtracting from such product the number of Shares, if any, issued to (or shares of Company Preferred Stockon behalf of), or any securities, options purchased by (or debt that are convertible or exchangeable into equity or that include an equity component (any such security, a “New Security”on behalf of), the Company shall provide written notice Shareholder in such Additional Issuance and the number of such proposed New Shares otherwise acquired by (or on behalf of) the Shareholder during the period beginning on the date of the Additional Issuance to until the Investor no later than fifteen (15) third business days day prior to the anticipated issuance closing date (of such issue. If there is more than one registered holder of the “Preemptive Rights Notice”). The Investor shall have the right to purchase for cash, Exxaro Voting Interest at the price and on the same terms and conditions and at the same time as the New date of an Additional Issuance, such the entitlement of each Shareholder to subscribe for Shares under Section 4(a) will be apportioned (as nearly as practicable) among the Shareholders in proportion to the number of New Securities as are required to enable it to maintain its proportionate Common Stock-equivalent interest Shares each Shareholder holds and otherwise in the Company immediately prior to any such issuance of New Securities (the “Preemptive Amount”accordance with Section 4(a). The Preemptive Rights Notice shall set forth all material terms and conditions of the New Issuance, including the number New Securities proposed to be issued, the issue price and the maximum number of New Securities that the Investor may purchase in the New Issuance pursuant to the immediately preceding sentence. (b) The Investor may elect to participate in For purposes hereof, the New Issuance to “Current Market Price” on the extent described in Section 4.4(a) by delivering an irrevocable written notice to the Company by the date specified by the Company in the Preemptive Rights Notice (which shall be no later than three (3) business days before the anticipated date of the New Issuancecalculation thereof shall be deemed to be the arithmetic average of the volume weighted average price per Share for each of the 30 consecutive Trading Days immediately prior to such date (x) if the Shares are not listed or admitted for trading on any national, international or foreign securities exchange but trades in the Shares are otherwise quoted or reported by the OTC Bulletin Board service (the “OTCBB”) or such other quotation system then in use, as reported by Bloomberg (or in the event such price is not so reported for any such Trading Day for any reason or is manifestly erroneous, as reasonably determined by an Approved Bank), setting forth or (y) if the number of shares Shares are listed or admitted for trading on any national, international or foreign securities exchange, as reported by such exchange (provided that if the Investor wishes to purchase Shares are listed on more than one national, international or foreign securities exchange, then the national, international or foreign securities exchange with the highest average trading volume for the Shares during the 30 Trading Day period shall be used for such purpose; provided further that in the New Issuance up to its Preemptive Amount; provided that in order to exercise rights under this Section 4.4 (“Preemptive Rights”event such price is not so reported for any such Trading Day for any reason or is manifestly erroneous, as reasonably determined by an Approved Bank), the Investor must execute all customary transaction documentation in connection with such New Issuance on the same terms as any other participant in the New Issuance; provided, furtherhowever, that in the event that the Current Market Price per share of the applicable Shares is determined during a period following the announcement by the Company is issuing more than one type of (A) a dividend or class of New Securities in connection with distribution on such New Issuance, the Investor participating Shares payable in such issuance Shares or securities convertible into such Shares, or (B) any conversion, subdivision, combination, consolidation, reverse share split or reclassification of such Shares, and the ex-dividend date for such dividend or distribution, or the record date for such conversion, subdivision, combination, consolidation, reverse stock split or reclassification shall not have occurred prior to the commencement of the requisite 30 Trading Day period, then the Current Market Price shall be required properly adjusted to acquire the same percentage of all such types and classes of securitiestake into account ex-dividend trading. (c) The closing of If the acceptances of Shares are not publicly held or not so listed or traded, Current Market Price per share shall mean the Preemptive Rights shall take place at the same time fair value per share as the closing(s) under definitive agreements with other participants determined in the New Issuancegood faith by an Approved Bank (as defined below), which in any event shall occur within ninety (90) days after the anticipated date of the New Issuance as set forth in the Preemptive Rights Notice. In the event that the New Issuance is not consummated within the time frame described above, the Company’s right to consummate such New Issuance shall expire and the Company whose determination shall be required to comply with the procedures set forth in this Section 4.4 prior to any subsequent New Issuanceconclusive for all purposes. At the consummation of any New Issuance, the Company The term “Trading Day” shall issue certificates to the Investor promptly following payment by the Investor of the purchase price for such exercise in accordance with the terms and conditions as specified in the Preemptive Rights Notice. (d) Notwithstanding anything to the contrary herein, the Investor shall not have any Preemptive Rights in connection with (i) any issuance of New Securities to management, consultants, employees, officers or directors of the Company pursuant to management or employee incentive programs or plans approved by the Board of Directors (including any such programs or plans in existence on the date hereof), (ii) any issuance, delivery or sale of New Securities by the Company to any person as consideration in connection with (but not in connection with raising capital to fund) (1) an acquisition or strategic business combination approved by the Board of Directors or (2) an investment by the Company approved by the Board of Directors in any party which is not prior to such transaction an Affiliate of the Company (whether by merger, consolidation, stock swap, sale of assets or securities, or otherwise), (iii) any issuance, delivery or sale of New Securities in any registered public offering or (iv) any issuance of New Securities in connection with any stock split, stock dividend paid on mean a proportionate basis to all holders of the affected class of capital stock or recapitalization approved by the Board of Directors (any such issuance, an “Exempted Issuance”). (e) Notwithstanding the foregoing provisions of this Section 4.4, if a majority of the directors of the Board of Directors determines that the Company must issue equity or debt securities on an expedited basis, then the Company may consummate the proposed issuance or sale of such securities (“Expedited Issuance”) and then comply with the provisions of this Section 4.4 provided that (i) the purchaser(s) of such New Securities has consented in writing to the issuance of additional New Securities in accordance with the provisions of this Section 4.4, and (ii) the sale of any such additional New Securities under this Section 4.4(e) to the Investor and certain other investors in the Other Private Placements pursuant to this Section 4.4 and similar provisions in the other stock purchase agreements in the Other Private Placements shall be consummated as promptly as is practicable but in any event no later than ninety (90) days subsequent to the date day on which the Company consummates OTCBB is open for the Expedited Issuance under this Section 4.4(e). Notwithstanding anything transaction of business or, if the Shares are listed or admitted to the contrary herein, the consent of the purchasers of such New Securities shall not be required in connection with any Expedited Issuance undertaken at the written direction of trading on the applicable federal regulator national, international or foreign securities exchange, a day on which such national, international or foreign securities exchange is open for transaction of the Company business. The term “Approved Bank” shall mean any of JPMorgan, Xxxxxx Xxxxxxx, Credit Suisse, Citi, Bank of America Xxxxxxx Xxxxx, or the BankBarclays (or their respective successors). (f) In addition, the Investor shall not have any Preemptive Rights in connection with any issuance of New Securities to the extent that a majority of the Board of Directors determines that such issuance would materially increase the risk of or cause an “ownership change” within the meaning of Section 382 of the Code.