Common use of Reconstitution of Board of Directors Clause in Contracts

Reconstitution of Board of Directors. (a) Effective as of the Closing and until vSpring, together with its Affiliates no longer owns shares of Common Stock and Warrant Shares, on an as exercised basis, (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) that represent less than twenty-five percent (25%) of the shares of Common Stock and Warrant Shares, on an as exercised basis, purchased by vSpring together with its Affiliates at the Closing (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) (the “Expiration Date”) the Board of Directors shall be comprised of seven (7) Directors. (b) Until the Expiration Date, the Company shall take all such actions as my be required under applicable law, the Company’s Articles of Incorporation and the Company’s Bylaws to cause the Board of Directors to consist of the number of Directors specified in clause (a) and to include in the slate of nominees recommended by the Board of Directors the Investor Designee, which includes the obligation to include the Investor Designee as a Company nominee in all Company proxy materials related to meetings of the Company’s shareholders at which members of the Board of Directors are to be elected. The Company will otherwise use its best efforts to cause the Investor Designee to continue to be elected to the Board of Directors. (c) Until the Expiration Date, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of the Investor Designee, then vSpring may recommend another person to be elected to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (d) From and after the Closing until the Expiration Date, without the prior written consent of vSpring, the Company hereby covenants and agrees not to take any action that would cause the number of Directors constituting the entire Board of Directors to be other than seven (7). (e) The parties hereto acknowledge that it is extremely difficult and may be impossible to measure in money the damages that will accrue to a party hereto by reason of a failure of any other party to perform any of the obligations under this Section 5.3, and agree that the terms of this Section 5.3 shall be specifically enforceable. If any party hereto or such party’s heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any Person against whom such action or proceeding is brought hereby waives the claim of defense therein that such party or such personal representative has an adequate remedy at law, and such Person shall not offer in any such action or proceeding the claim or defense that such remedy at law exist. (f) The Company shall promptly reimburse in full, the Investor Designee director of the Company for all of his or her reasonable out-of-pocket expenses incurred as a result of travel to and from each meeting of the Board of Directors or any committee thereof.

Reconstitution of Board of Directors. (a) Effective As promptly as practicable following the date hereof, the Company shall file with the Securities and Exchange Commission and transmit to all equity holders of the Closing and until vSpring, together with its Affiliates no longer owns shares of Common Stock and Warrant Shares, on an Company as exercised basis, (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) that represent less than twenty-five percent (25%) required by Rule 14f-1 of the shares Securities Exchange Act of Common Stock 1934, as amended, a statement regarding a change in majority of directors pursuant to Rule 14f-1 (the "14F Statement"). The 14F Statement shall report the intention of the Company to reconstitute the Board of Directors as the "Reconstituted Board," as set forth in the following paragraph. (b) The Board of Directors of the Company shall be reconstituted, simultaneously with the execution of this Agreement, so that (a) the number of directors comprising the Board of Directors of the Company shall be fixed at eight (8) and Warrant Shares(b) the Board of Directors of the Company shall consist of the following individuals: Xxxxxx Xxxxxxx, on an Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxxx. Following execution of this Agreement and the expiration of the tenth (10th) day following the filing of the 14F Statement as exercised basis, purchased by vSpring together with its Affiliates at the Closing (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactionsset forth in Section 2(a) (x) the “Expiration Date”number of directors comprising the Board of Directors of the Company shall be fixed at nine (9) and (y) the Board of Directors of the Company shall consist of the individuals listed in the previous sentence plus Xxxxxx Xxxxx (the Board of Directors, as reconstituted pursuant to clauses (x) and (y), shall be referred to herein as the "Reconstituted Board"). Following the execution of this Agreement and prior to Xx. Xxxxx being added to the Board of Directors as set forth in this paragraph, if the Board of Directors shall be comprised of seven (7) Directors. (b) Until the Expiration Date, the Company shall take all such actions as my be required under applicable law, the Company’s Articles of Incorporation and the Company’s Bylaws to cause deadlocked on any matter before the Board of Directors to consist of the number of Directors specified in clause (a) and to include in the slate of nominees recommended Directors, such matter shall be decided by the Board Executive Committee of Directors the Investor Designee, which includes the obligation to include the Investor Designee as a Company nominee in all Company proxy materials related to meetings of the Company’s shareholders at which members of the Board of Directors are to be elected. The Company will otherwise use its best efforts to cause the Investor Designee to continue to be elected to the Board of Directors. (c) Until the Expiration Date, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) The Committees of the Investor DesigneeBoard of Directors shall also be reconstituted, then vSpring may recommend another person simultaneously with the execution of this Agreement, as follows: the members of the Executive Committee shall be Xxxxxx Xxxxxxx (Chairman), Xxxxxx Xxxxxxx and Xxxxx Xxxxx; the members of the Audit Committee shall be Xxxxxx Xxxxxx (Chairman), Xxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxx Xxxxx (Xx. Xxxxx shall be added to the Audit Committee at the same time he is added to the Board of Directors); the members of the Compensation Committee shall be elected to fill Xxxxx Xxxxx (Chairman), Xxxxx Xxxxxx and Xxxxxx Xxxxxxx; the vacancy created therebymembers of the Nominating Committee shall be Xxxxxxx Xxxxxxx (Chairman), Xxxxx Xxxxxx and Xxxxxx Xxxxx; and the members of the Transactions Committee shall be Xxxxxx Xxxxxxx (Chairman), Xxxxx Xxxxx, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the sameXxxxx Xxxxx. (d) From and after Simultaneously with the Closing until the Expiration Date, without the prior written consent of vSpring, the Company hereby covenants and agrees not to take any action that would cause the number of Directors constituting the entire Board of Directors to be other than seven (7). (e) The parties hereto acknowledge that it is extremely difficult and may be impossible to measure in money the damages that will accrue to a party hereto by reason of a failure of any other party to perform any of the obligations under this Section 5.3, and agree that the terms execution of this Section 5.3 shall be specifically enforceable. If any party hereto or such party’s heirsAgreement, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any Person against whom such action or proceeding is brought hereby waives the claim of defense therein that such party or such personal representative has an adequate remedy at law, and such Person shall not offer in any such action or proceeding the claim or defense that such remedy at law exist. (f) The Company shall promptly reimburse in full, the Investor Designee director of the Company for all of his or her reasonable out-of-pocket expenses incurred as a result of travel to and from each meeting of the Board of Directors or any committee thereof.of the Company shall approve a new charter for the Transactions Committee in the form attached hereto as Exhibit B.

Reconstitution of Board of Directors. (a) Effective as of the Closing and until vSpring, together with its Affiliates no longer owns shares of Common Stock and Warrant Shares, on an as exercised basis, (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) that represent less than twenty-five percent (25%) of the shares of Common Stock and Warrant Shares, on an as exercised basis, purchased by vSpring together with its Affiliates at the Closing (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) (the “"Expiration Date”") the Board of Directors shall be comprised of seven (7) Directors. (b) Until the Expiration Date, the Company shall take all such actions as my be required under applicable law, the Company’s 's Articles of Incorporation and the Company’s 's Bylaws to cause the Board of Directors to consist of the number of Directors specified in clause (a) and to include in the slate of nominees recommended by the Board of Directors the Investor Designee, which includes the obligation to include the Investor Designee as a Company nominee in all Company proxy materials related to meetings of the Company’s 's shareholders at which members of the Board of Directors are to be elected. The Company will otherwise use its best efforts to cause the Investor Designee to continue to be elected to the Board of Directors. (c) Until the Expiration Date, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of the Investor Designee, then vSpring may recommend another person to be elected to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (d) From and after the Closing until the Expiration Date, without the prior written consent of vSpring, the Company hereby covenants and agrees not to take any action that would cause the number of Directors constituting the entire Board of Directors to be other than seven (7). (e) The parties hereto acknowledge that it is extremely difficult and may be impossible to measure in money the damages that will accrue to a party hereto by reason of a failure of any other party to perform any of the obligations under this Section 5.3, and agree that the terms of this Section 5.3 shall be specifically enforceable. If any party hereto or such party’s 's heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any Person against whom such action or proceeding is brought hereby waives the claim of defense therein that such party or such personal representative has an adequate remedy at law, and such Person shall not offer in any such action or proceeding the claim or defense that such remedy at law exist. (f) The Company shall promptly reimburse in full, the Investor Designee director of the Company for all of his or her reasonable out-of-pocket expenses incurred as a result of travel to and from each meeting of the Board of Directors or any committee thereof.

Reconstitution of Board of Directors. (ai) Effective as of the Closing and until vSpring, together with Financial Corporation agrees to cause its Affiliates no longer owns shares of Common Stock and Warrant Shares, on an as exercised basis, (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) that represent less than twenty-five percent (25%) of the shares of Common Stock and Warrant Shares, on an as exercised basis, purchased by vSpring together with its Affiliates at the Closing (as appropriately adjusted for stock splits, combinations, recapitalizations and similar transactions) (the “Expiration Date”) the Board of Directors shall Directors, effective immediately after the Effective Time, to be reconstituted and to be comprised of seven thirteen (713) Directors. individuals, eight (b) Until the Expiration Date, the Company 8) of whom shall take all such actions as my be required under applicable law, the Company’s Articles of Incorporation and the Company’s Bylaws to cause the Board of Directors to consist of the number of Directors specified in clause (a) and to include in the slate of nominees recommended by the Board of Directors the Investor Designee, which includes the obligation to include the Investor Designee as a Company nominee in all Company proxy materials related to meetings of the Company’s shareholders at which current members of the Board of Directors are to be elected. The Company will otherwise use its best efforts to cause the Investor Designee to continue to be elected to the Board of Directors. (c) Until the Expiration Date, in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal Financial Corporation (with or without causeF. Xxxxx Xxxxx being one of such individuals and the Chairman of the Board) and five (5) of the Investor Designee, then vSpring may recommend another person to be elected to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (d) From and after the Closing until the Expiration Date, without the prior written consent of vSpring, the Company hereby covenants and agrees not to take any action that would cause the number of Directors constituting the entire Board of Directors to be other than seven (7). (e) The parties hereto acknowledge that it is extremely difficult and may be impossible to measure in money the damages that will accrue to a party hereto by reason of a failure of any other party to perform any of the obligations under this Section 5.3, and agree that the terms of this Section 5.3 whom shall be specifically enforceable. If any party hereto or such party’s heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any Person against whom such action or proceeding is brought hereby waives the claim of defense therein that such party or such personal representative has an adequate remedy at law, and such Person shall not offer in any such action or proceeding the claim or defense that such remedy at law exist. (f) The Company shall promptly reimburse in full, the Investor Designee director of the Company for all of his or her reasonable out-of-pocket expenses incurred as a result of travel to and from each meeting current members of the Board of Directors or any committee thereofof Community Bank (with Xxxxx X. Xxxx being one of such individuals and who shall be named Vice Chairman of the Board). Financial Corporation shall cause such resignations from its current Board of Directors so as to fulfill this covenant. The remaining Financial Corporation directors shall appoint the five (5) Community Bank Directors mutually agreed by the parties prior to the Effective Time to fill the vacancies so created. Each Community Bank Director appointed to the Financial Corporation Board of Directors ("Appointed Directors") shall serve until the next annual meeting of the shareholders at which directors are elected. Financial Corporation agrees to nominate for election at such annual meeting of shareholders two of the Appointed Directors to serve a three-year term, two of the Appointed Directors to serve a two-year term, and one of the Appointed Directors to serve a one-year term. (ii) Promptly after reconstitution of the Financial Corporation board, Financial Corporation shall, acting as sole shareholder of is subsidiaries, Community Bank and Southern Community: (A) elect two individuals who are serving as directors of Southern Community as of the date of this Agreement to the two vacancies on the Board of Directors of Community Bank; and (B) increase the authorized number of directors of Southern Community by two and fill the two vacancies with individuals who are serving as directors of Community Bank as of the date of this Agreement. (iii) At such time as Community Bank is merged with and into Southern Community, all persons then serving as directors of the subsidiary banks will be elected by Financial Corporation to serve on the board of directors of the continuing bank.